As filed with the Securities and Exchange Commission on May 11, 1998
Registration No. 333-44935
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Post-Effective Amendment No. 1
on FORM S-8
to
FORM S-4
Registration Statement
Under The Securities Act of 1933 /*/
____________________
FISERV, INC.
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(Exact name of Registrant as Specified in its Charter)
WISCONSIN 7374 39-1506125
- ------------------------------- ----------------- ----------------
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Code Number) Identification No.)
255 Fiserv Drive
Brookfield, Wisconsin 53045
(414) 879-5000
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(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
Dimension Capital Corp. 1993 Director Stock Option Plan
Dimension Capital Corp. 1993 Employee Stock Option Plan
CUSA Technologies, Inc. 1995 Employee Stock Option Plan
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(Full title of the plan)
Kenneth R. Jensen
Senior Executive Vice President
Fiserv, Inc.
255 Fiserv, Inc.
Brookfield, Wisconsin 53045
(414) 879-5000
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(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
Copies to:
Charles W. Sprague, Esq.
Fiserv, Inc.
255 Fiserv Drive
Brookfield, Wisconsin 53045
/*/ Filed as Post-Effective Amendment No. 1 on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described herein. See
"Introductory Statement."
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered/(1)(2)/ Per Share Offering Fee
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Common Stock 791/(3)/ $ 92.48/(4)/ $ 73,151.68 N/A/(5)/
$0.10 par value
per share 6,028/(3)/ $ 73.16/(4)/ $ 441,008.48 N/A/(5)/
(and Associated
Purchase Rights) 957/(3)/ $122.90/(4)/ $ 117,615.30 N/A/(5)/
13,333/(3)(6)/ $110.16/(4)/ $1,468,763.28 N/A/(5)/
- -------------------------------------------------------------------------------------------------------
(1) Includes one Associated Purchase Right per share of common stock, $0.01 par
value per share ("Common Stock"), of Fiserv, Inc., a Wisconsin corporation
(the "Company" or "Registrant"), issuable under the Dimension Capital Corp.
1993 Director Stock Option Plan, the Dimension Capital Corp. 1993 Employee
Stock Option Plan and the CUSA Technologies, Inc. 1995 Employee Stock
Option Plan (collectively, the "Stock Option Plans").
(2) The number of shares of Common Stock to be registered may be adjusted in
accordance with the provisions of the Stock Option Plans in the event that,
during the period the Stock Option Plans are in effect, the number of
shares of Common Stock are increased or decreased or changed into or
exchanged for a different number or kind of shares of stock or other
securities of the Company through reorganization, merger or consolidation,
recapitalization, stock split, split-up, combination, exchange of shares,
declaration of any Common Stock dividends or similar events without receipt
of consideration by the Company. Accordingly, this Registration Statement
covers, in addition to the number of shares of Common Stock stated above,
an indeterminate number of shares which by reason of any such events may be
issued in accordance with the provisions of the Stock Option Plans.
(3) Represents the number of shares of Common Stock issuable upon the exercise
of options which were granted under the Stock Option Plans prior to the
effective time of the merger of CUSA Technologies, Inc., a Nevada
corporation ("CTI"), with and into Fiserv Solutions, Inc., a Wisconsin
corporation and wholly owned subsidiary of the Company (the "Merger").
Pursuant to the terms of the Agreement and Plan of Merger, dated as of
November 4, 1997 and amended December 31, 1997, February 27, 1998 and March
19, 1998, among CTI, Fiserv Solutions and the Company (the "Merger
Agreement"), each outstanding option to acquire shares of common stock of
CTI that was granted under the Stock Option Plans prior to the effective
time of the Merger could be converted into an option to acquire shares of
Common Stock based upon a conversion ratio described further herein and the
exercise price of previously granted options was adjusted as further
described herein. See "Introductory Statement." The number of shares of
Common Stock issuable under the Stock Option Plans is as follows: (i) the
Dimension Capital Corp. 1993 Director Stock Option Plan - 791 shares; (ii)
the Dimension Capital Corp. 1993 Employee Stock Option Plan - 6,028 shares;
and (iii) the CUSA Technologies, Inc. 1995 Employee Stock Option Plan -
957 shares. The number of shares of Common Stock issuable pursuant to
Non-Statutory Stock Options is 13,333.
(4) Estimated solely for the purpose of determining the registration fee and
based on a weighted average of the exercise price of options issued under
the Stock Option Plans outstanding as of the date hereof, adjusted based on
the conversion ration, to reflect the price at which such options could be
exercised to purchase shares of Common Stock on the date hereof pursuant to
the Merger Agreement.
(5) A registration fee covering 487,210 shares of Common Stock to be issued in
connection with the Merger was paid by the Registrant with the Registration
Statement on Form S-4 (Registration No. 333-44935) filed with the
Securities and Exchange Commission on January 26, 1998. Of the 487,210
shares of Common Stock registered on the Registration Statement on Form
S-4, 393,107 shares were issued to holders of CTI Common Stock in
connection with the Merger and 53,963 shares were placed in escrow to cover
certain specified and unspecified liabilities, and of the remaining 40,140
shares of Common Stock, 21,109 are being registered pursuant to this Post-
Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form
S-4.
(6) Represents Non-Statutory Stock Options granted by the Board of Directors of
CTI under an option and compensation contract solely for employees,
directors or officers of CTI pursuant to services rendered to CTI.
1
INTRODUCTORY STATEMENT
Fiserv, Inc., a Wisconsin corporation (the "Company" or "Registrant")
hereby amends its Registration Statement on Form S-4 (Registration No. 333-
44935) (the "Form S-4") by filing this Post-Effective Amendment No. 1 on Form S-
8 (the "Post-Effective Amendment") relating to the sale of up to 21,109 shares
of common stock, $0.01 par value per share, of the Company ("Common Stock")
issuable upon the exercise of options granted under the Dimension Capital Corp.
1993 Director Stock Option Plan, the Dimension Capital Corp. 1993 Employee Stock
Option Plan, the CUSA Technologies, Inc. 1995 Employee Stock Option Plan
(collectively,the "Stock Option Plans") and non-statutory stock options granted
by the Board of Directors of CUSA Technologies, Inc.
On April 30, 1998, CUSA Technologies, Inc., a Nevada corporation ("CTI")
was merged with and into Fiserv Solutions, Inc., a Wisconsin corporation and
wholly owned subsidiary of the Company (the "Merger"). Pursuant to the Merger,
each of the outstanding options to acquire shares of common stock of CTI granted
under the Stock Option Plans prior to the Effective Time was converted into
options to acquire shares of Common Stock. As of the effective time of the
Merger, the Company assumed the rights, duties and obligations of CTI under the
Stock Option Plans. The number of shares of Common Stock that the holder of an
assumed option will be entitled to receive upon the exercise of such option is
the number of whole shares determined by multiplying the number of shares of CTI
common stock subject to such option by a conversion ratio of .024329322, and the
exercise price of each share of Common Stock subject to an assumed option is the
amount (rounded to the nearest whole cent) obtained by dividing the exercise
price applicable to options to acquire shares of CTI common stock by .024329322.
The duration and terms of the assumed options shall be the same as the options
to acquire CTI common stock.
The designation of the Post-Effective Amendment as Registration No. 333-
44935 denotes that the Post-Effective Amendment relates only to shares of Common
Stock issuable upon the exercise of options granted under the Stock Option
Plans.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I will be included in documents sent or
given to participants in the Stock Option Plans. Such documents are not being
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Post-Effective Amendment or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by the Company with the Commission are
incorporated herein by reference and made a part hereof:
(a) The Company's latest Annual Report on Form 10-K for the year ended
December 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
(c) The Company's Current Reports on Form 8-K dated March 24, 1998,
February 23, 1998 and January 20, 1998, filed with the Commission on
March 24, 1998, February 24, 1998 and January 20, 1998, respectively.
(f) The description of the Company's Common Stock contained in the
Company's Prospectus, dated March 31, 1998, and included in the
Company's Registration Statement on Form S-4 (File No. 333-44935).
(e) The description of certain Rights to purchase Series A Junior
Participating Preferred Stock, which description is contained in the
Company's Registration Statement on Form 8-A, under Section 12(b) of
the Exchange Act, dated February 23, 1998.
2
All documents subsequently filed with the Commission by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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The legality of the Common Stock to be issued in connection with the
Stock Option Plans has been passed upon by Charles W. Sprague, Esq., Executive
Vice President, General Counsel and Secretary of the Company. As of the date of
this Post-Effective Amendment No. 1 on Form S-8, Mr. Sprague beneficially owned
27,461 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
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In general, the Wisconsin Business Corporation Law provides that a
corporation shall indemnify directors and officers for all reasonable expenses
incurred in connection with the successful defense of actions arising in
connection with their service as directors and officers of the corporation. In
other cases, the Wisconsin statute provides that the corporation shall indemnify
a director or officer against liability unless the director or officer breached
or failed to perform a duty owed to the corporation and such breach or failure
meets certain specified criteria constituting, in general, some act of
misconduct. In addition, the corporation may reimburse a director or officer for
his expenses in defending against actions as they are incurred upon the
director's or officer's written request accompanied by a written affirmation of
his good faith belief that he has not breached or failed to perform his duties
to the corporation and a written undertaking to repay amounts advanced if it is
ultimately determined that indemnification is not required under the Wisconsin
Business Corporation Law. A court of law may order that the corporation provide
indemnification to a director or officer if it finds that the director or
officer is entitled thereto under the applicable statutory provision or is
fairly and reasonably entitled thereto in view of all the relevant
circumstances, whether or not such indemnification is required under the
applicable statutory provision.
The Wisconsin Business Corporation Law specifies various procedures
pursuant to which a director or officer may establish his right to
indemnification.
Provided that it is not determined by or on behalf of the corporation that
the director or officer breached or failed to perform a duty owed to the
corporation and such breach or failure meets certain specified criteria
constituting, in general, some act of misconduct, its articles of incorporation
or bylaws, by written agreement, by resolution of its board of directors or by a
vote of the holders of a majority of its outstanding shares.
The Registrant's Bylaws provide for indemnification and advancement of
expenses of directors and officers to the fullest extent provided by the
Wisconsin Business Corporation Law. This provision is not exclusive of any other
rights to indemnification or the advancement of expenses to which a director or
officer may be entitled to under any written agreement, resolution of directors,
vote of stockholders, by law or otherwise.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
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The Exhibits to this Registration Statement are listed in the Exhibit
Index which is incorporated herein by reference.
3
Item 9. Undertakings.
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The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, that are incorporated
by reference in the Registration Statement.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the Offering.
(4) For purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 on Form S-8 to the
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Brookfield, State of
Wisconsin, on the 7th day of May, 1998.
FISERV, INC.
By: /s/ Kenneth R. Jensen
---------------------
Kenneth R. Jensen,
Senior Executive Vice
President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4
has been signed below by the following persons in the capacities and on the
dates indicated:
* Chairman of the Board and Director May 7, 1998
---------------------- (Principal Executive Officer)
(George D. Dalton)
* Vice Chairman, President and Director May 7, 1998
----------------------
(Leslie M. Muma)
* Senior Executive Vice President, May 7, 1998
--------------------- Treasurer and Director (Principal
(Kenneth R. Jensen) Financial and Accounting Officer)
* Vice Chairman, President - May 7, 1998
---------------------- Information Technology, Inc. and
(Donald F. Dillon) Director
* Director May 7, 1998
----------------------
(Gerald J. Levy)
* Director May 7, 1998
----------------------
(L. William Seidman)
* Director May 7, 1998
----------------------
(Thekla R. Shackelford)
*By: /s/ Kenneth R. Jensen
----------------------
(Kenneth R. Jensen, individually
and as attorney-in-fact for the persons indicated)
EXHIBIT INDEX
Regulation S-K
Exhibit No. Description of Document
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Exhibit 2.1 Agreement and Plan of Merger, dated as of November 4, 1997 and
amended December 31, 1997, February 27, 1998 and March 19,
1998, among CTI, Fiserv Solutions and the Company (1)
Exhibit 4.1 Dimension Capital Corp. 1993 Director Stock Option Plan
Exhibit 4.2 Dimension Capital Corp. 1993 Employee Stock Option Plan
Exhibit 4.3 CUSA Technologies, Inc. 1995 Employee Stock Option Plan
Exhibit 5 Opinion of Charles W. Sprague (1)
Exhibit 23.1 Consent of Deloitte & Touche LLP
Exhibit 23.2 Consent of Coopers & Lybrand L.L.P.
Exhibit 23.3 Consent of Charles W. Sprague (included in Exhibit 5)
Exhibit 24 Power of Attorney (1)
_________________________
(1) Previously filed as an exhibit to the Company's Registration Statement
on Form S-4 (File No. 33-98298) to which this is Post-Effective Amendment
No. 1.