AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1996
REGISTRATION NO. 333-3842
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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USCS INTERNATIONAL, INC.
(Name of registrant as specified in its charter)
DELAWARE 7371 94-1727009
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
No.)
2969 PROSPECT PARK DRIVE
RANCHO CORDOVA, CA 95670-6148
(916) 636-4500
(Address and telephone number of principal executive offices)
JAMES C. CASTLE, PH.D.
CHIEF EXECUTIVE OFFICER
USCS INTERNATIONAL, INC.
2969 PROSPECT PARK DRIVE
RANCHO CORDOVA, CA 95670-6184
(916) 636-4500
(Name, address and telephone number, of agent for service)
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COPIES TO:
GILLES S. ATTIA, ESQ. MARK A. BERTELSEN, ESQ.
KEVIN A. COYLE, ESQ. ANN YVONNE WALKER, ESQ.
Graham & James, LLP Wilson Sonsini Goodrich & Rosati
400 Capitol Mall Professional Corporation
Suite 2400 650 Page Mill Road
Sacramento, CA 95814-4411 Palo Alto, CA 94304-1050
(916) 558-6700 (415) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE ON OR AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED
TITLE OF OFFERING MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT BEING PRICE PER AGGREGATE REGISTRATION
REGISTERED REGISTERED SHARE (1) OFFERING PRICE FEE (2)
Common Stock, Par Value
$.05 per share.......... 5,520,000 Shares $17.00 $93,840,000 $32,359
Rights to Purchase Series
A Preferred Stock, par
value $.05 per share.... 5,520,000 Rights $0.00 $0.00 $0.00
<FN>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee.
(2) Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT FOR THE SOLE
PURPOSE OF THE ELECTRONIC FILING OF EXHIBITS WHICH WERE PREVIOUSLY FILED IN
PAPER FORMAT PURSUANT TO WHICH THE COMPANY RECEIVED A TEMPORARY HARDSHIP
EXEMPTION PURSUANT TO RULE 201 OF REGULATION S-T. THE PORTIONS OF THE
REGISTRATION STATEMENT OMITTED FROM THIS AMENDMENT AND PREVIOUSLY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ARE INCORPORATED BY THIS REFERENCE.
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PART II
THE PORTIONS OF THE REGISTRATION STATEMENT OMITTED FROM PART II IN THIS
AMENDMENT AND PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ARE
INCORPORATED BY THIS REFERENCE.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT NO.
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1.1 Form of Purchase Agreement.*
2.1 Agreement and Plan of Merger dated April 18, 1996 among USCS International, Inc., a Delaware
corporation, and U.S. Computer Services, a California corporation.*
2.2 Reference exhibits 10.37, 10.38, 10.39 & 10.40.
3.1 First Amended and Restated Certificate of Incorporation of USCS International, Inc.*
3.2 Bylaws of the Company.*
3.3 Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock.*
4.1 Reference Exhibit 3.1.
4.2 Shareholder Rights Agreement dated December 30, 1988 among U.S. Computer Services, Westar
Capital and Enterprise Partners.
4.3 Stockholder Rights Plan.*
5.1 Opinion of Graham & James LLP, Counsel to the Registrant, as to legality of securities being
registered.*
10.1 1988 Incentive Stock Option Plan.*
10.2 The Company's Employee Stock Ownership Plan ("ESOP") as amended and restated as of January 1,
1991, and as amended effective January 1, 1991, January 1, 1992, January 1, 1993, February 19,
1993, January 1, 1994, December 31, 1994, January 1, 1995, March 31, 1995, January 1, 1996 and
March 21, 1996.*
10.3 1993 Incentive Stock Option Plan.*
10.4 1996 Stock Option Plan.*
10.5 1996 Directors' Stock Option Plan.*
10.6 Employee Stock Purchase Plan.*
10.7 Agreement pursuant to Rule 601(b)(4)(iii)(A) to file Trust Indenture dated as of December 1,
1987 between the Company and Sun Bank, as Trustee.*
10.8 Agreement pursuant to Rule 601(b)(4)(iii)(A) to file Reimbursement Agreement dated as of
December 1, 1987 between the Company and Sanwa Bank of California.*
10.9 Agreement pursuant to Rule 601(b)(4)(iii)(A) to file Trust Indenture dated as of June 30, 1989
between the Company and Sun Bank, as Trustee.*
10.10 Agreement pursuant to Rule 601(b)(4)(iii)(A) to file Reimbursement Agreement dated as of June
30, 1989 between the Company and Sanwa Bank of California.*
10.11 Note Agreement dated as of February 19, 1992 (re: $22,500,000 7.91% Senior Notes due February
19, 1999) between the Company and Great-West Life and Annuity Insurance Company and Phoenix
Mutual Life Insurance Company and as amended as of February 17, 1993, April 30, 1993, August 1,
1994, March 31, 1995 and February 15, 1996.*
10.12 Credit Agreement dated as of February 15, 1996 among IBS, Nationsbank of Texas and the Lender
Parties named therein.*
10.13 Credit Agreement dated as of February 15, 1996 among The Company, Nationsbank of Texas and the
Lender Parties named therein.*
10.14 Form of Standard On/Line Operating and License Agreement.*
II-2
EXHIBIT NO.
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10.15 Form of Standard Equipment Maintenance Agreement.*
10.16 Form of Master Lease, Lease Request and Certificate of Acceptance.*
10.17 Form of Standard Agreement for the Sale and Installation of Equipment.*
10.18 Form of Standard Statement Production Services Agreement.*
10.19 Strategic Business Agreement dated January 19, 1992 between the Company and International
Business Machines Corporation and Addendum Number One to Strategic Business Agreement dated
June 4, 1993 between the Company and International Business Machines Corporation.+
10.20 Business Alliance Program Agreement between Oracle Corporation and CableData.+
10.21 Development Agreement dated December 5, 1994 between the Company and Tandem Computers
Incorporated.+
10.22 Porting Agreement dated January 25, 1996 between CableData and Hewlett-Packard Company.+
10.23 [Intentionally omitted]
10.24 On/Line Operating and License Agreement dated June 7, 1996 between CableData, Inc. and TCI Cable
Management Corporation.+
10.25 Master Lease Agreement No. DO4347 dated as of April 16, 1993 between the Company and First
Equipment Company.*
10.26 On/Line Operating and Licensing Agreement dated December 17, 1993 between the Company dba
CableData and Continental Cablevision.+
10.27 Statement Production Services Agreement dated August 20, 1993 between the Company dba
International Billing Services and Ameritech Corporation.* ***+
10.28 Software Development Agreement dated December 27, 1995 between CableData and BellSouth
Interactive Media Services.+
10.29 CableData's Intelecable-TM- Operating and License Agreement dated December 27, 1995 between
CableData. and BellSouth Interactive Media Services, Inc.+
10.30 Software License and Service Agreement and Network User License Addendum dated May 18, 1994
between the Company and Oracle Corporation.+
10.31 Statement Production Services Agreement dated October 9, 1990 between the Company and CBIS and
First Addendum to Statement Production Services Agreement dated July 17, 1991 between the
Company and CBIS.+
10.32 Tandem Alliance Agreement dated January 1, 1995, between Tandem and CableData.+
10.33 Contract for Computer Software (Postalsoft Software License Agreement) dated February 13, 1996
between IBS and Postalsoft, Inc.+
10.34 Employment Agreement dated August 10, 1992 between the Company and James C. Castle.*
10.35 Employment Agreement dated June 29, 1995 with Michael McGrail.*
10.36 Form of Severance Agreement.*
10.37 Asset Acquisition Agreement dated March 31, 1995 by and between the Company and CableData.*
10.38 Asset Acquisition Agreement dated March 31, 1995 by and between the Company and IBS.*
10.39 Asset Acquisition Agreement dated March 15, 1995 by and between U.S. Computer Systems Leasing
and CableLease, Inc.*
10.40 Asset Acquisition Agreement dated March 15, 1995 by and between U.S. Computer Systems Leasing
and RPA, Inc.*
II-3
EXHIBIT NO.
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10.41 Building Lease for property located at 2969 Prospect Park Drive between the Company and F.I.A.
Profile Fund I dated January 19, 1994.*
10.42 Alternate Mailing System Agreement dated March 28, 1996 between the United States Postal Service
and IBS.+
10.43 Alternate Mailing Systems Agreement dated April 18, 1996 between the United Postal Service and
International Billing Services, Inc.*
10.44 Form of Directors' Indemnification Agreement.*
10.45 Form of Custody and Escrow Agreement for Selling Stockholders.*
10.46 Form of Selling Stockholders' Irrevocable Power of Attorney.*
10.47 Amendment No. 11 to the ESOP.*
21.1 List of Subsidiaries.*
23.1 Consent of Graham & James LLP (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.*
24.1 Powers of Attorney.*
27.1 Financial Data Schedule.*
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* Indicates Exhibit previously filed.
*** Indicates Exhibit was filed in paper format pursuant to a continuing
hardship exemption under Rule 202 of Regulation S-T.
+ Portions omitted pursuant to a request for confidential treatment pursuant
to Rule 406 of the Securities Act.
(b) Financial Statement Schedules
None.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Rancho Cordova, State of
California, on the 8th day of July, 1996.
USCS INTERNATIONAL, INC.
By /S/ DOUGLAS L. SHURTLEFF
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Douglas L. Shurtleff,
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Dated: July 8, 1996 *
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James C. Castle
Chief Executive Officer and Chairman of the
Board of Directors (Principal Executive
Officer)
Dated: July 8, 1996 *
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George L. Argyros, Sr.
Director
Dated: July 8, 1996 *
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George M. Crandell, Jr.
Director
Dated: July 8, 1996 *
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Charles D. Martin
Director
*By /S/ DOUGLAS L. SHURTLEFF
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Douglas L. Shurtleff
ATTORNEY-IN-FACT
II-5
Dated: July 8, 1996 *
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Michael F. McGrail
Director
Dated: July 8, 1996 *
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Larry W. Wangberg
Director
Dated: July 8, 1996 /S/ DOUGLAS L. SHURTLEFF
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Douglas L. Shurtleff
Senior Vice-President of Finance and Chief
Financial Officer (Principal Financial
Officer)
Dated: July 8, 1996 /S/ ARTHUR O. HAWKINS
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Arthur O. Hawkins
Vice-President and Treasurer (Principal
Accounting Officer)
*By /S/ DOUGLAS L. SHURTLEFF
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Douglas L. Shurtleff
ATTORNEY-IN-FACT
II-6
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Form of Purchase Agreement.
2.1 Agreement and Plan of Merger dated April 18, 1996 among USCS International, Inc., a Delaware
corporation, and U.S. Computer Services, a California corporation.*
2.2 Reference exhibits 10.37, 10.38, 10.39 & 10.40.
3.1 First Amended and Restated Certificate of Incorporation of USCS International, Inc.*
3.2 Bylaws of the Company.*
3.3 Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock.*
4.1 Reference Exhibit 3.1.
4.2 Shareholder Rights Agreement dated December 30, 1988 among U.S. Computer Services, Westar Capital and
Enterprise Partners.
4.3 Stockholder Rights Plan.*
5.1 Opinion of Graham & James LLP, Counsel to the Registrant, as to legality of securities being
registered.*
10.1 1988 Incentive Stock Option Plan.*
10.2 The Company's Employee Stock Ownership Plan ("ESOP") as amended and restated as of January 1, 1991, and
as amended effective January 1, 1991, January 1, 1992, January 1, 1993, February 19, 1993, January 1,
1994, December 31, 1994, January 1, 1995, March 31, 1995, January 1, 1996 and March 21, 1996.*
10.3 1993 Incentive Stock Option Plan.*
10.4 1996 Stock Option Plan.*
10.5 1996 Directors' Stock Option Plan.*
10.6 Employee Stock Purchase Plan.*
10.7 Agreement pursuant to Rule 601(b)(4)(iii)(A) to file Trust Indenture dated as of December 1, 1987
between the Company and Sun Bank, as Trustee.*
10.8 Agreement pursuant to Rule 601(b)(4)(iii)(A) to file Reimbursement Agreement dated as of December 1,
1987 between the Company and Sanwa Bank of California.*
10.9 Agreement pursuant to Rule 601(b)(4)(iii)(A) to file Trust Indenture dated as of June 30, 1989 between
the Company and Sun Bank, as Trustee.*
10.10 Agreement pursuant to Rule 601(b)(4)(iii)(A) to file Reimbursement Agreement dated as of June 30, 1989
between the Company and Sanwa Bank of California.*
10.11 Note Agreement dated as of February 19, 1992 (re: $22,500,000 7.91% Senior Notes due February 19, 1999)
between the Company and Great-West Life and Annuity Insurance Company and Phoenix Mutual Life Insurance
Company and as amended as of February 17, 1993, April 30, 1993, August 1, 1994, March 31, 1995 and
February 15, 1996.*
10.12 Credit Agreement dated as of February 15, 1996 among IBS, Nationsbank of Texas and the Lender Parties
named therein.*
10.13 Credit Agreement dated as of February 15, 1996 among The Company, Nationsbank of Texas and the Lender
Parties named therein.*
10.14 Form of Standard On/Line Operating and License Agreement.*
10.15 Form of Standard Equipment Maintenance Agreement.*
10.16 Form of Master Lease, Lease Request and Certificate of Acceptance.*
10.17 Form of Standard Agreement for the Sale and Installation of Equipment.*
10.18 Form of Standard Statement Production Services Agreement.*
10.19 Strategic Business Agreement dated January 19, 1992 between the Company and International Business
Machines Corporation and Addendum Number One to Strategic Business Agreement dated June 4, 1993 between
the Company and International Business Machines Corporation.+
EXHIBIT
NUMBER DESCRIPTION
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10.20 Business Alliance Program Agreement between Oracle Corporation and CableData.+
10.21 Development Agreement dated December 5, 1994 between the Company and Tandem Computers Incorporated.+
10.22 Porting Agreement dated January 25, 1996 between CableData and Hewlett-Packard Company.+
10.23 [Intentionally omitted]
10.24 On/Line Operating and License Agreement dated June 7, 1996 between CableData, Inc. and TCI Cable
Management Corporation.+
10.25 Master Lease Agreement No. DO4347 dated as of April 16, 1993 between the Company and First Equipment
Company.*
10.26 On/Line Operating and Licensing Agreement dated December 17, 1993 between the Company dba CableData and
Continental Cablevision.+
10.27 Statement Production Services Agreement dated August 20, 1993 between the Company dba International
Billing Services and Ameritech Corporation.* ***+
10.28 Software Development Agreement dated December 27, 1995 between CableData and BellSouth Interactive Media
Services.+
10.29 CableData's Intelecable-TM- Operating and License Agreement dated December 27, 1995 between CableData.
and BellSouth Interactive Media Services, Inc.+
10.30 Software License and Service Agreement and Network User License Addendum dated May 18, 1994 between the
Company and Oracle Corporation.+
10.31 Statement Production Services Agreement dated October 9, 1990 between the Company and CBIS and First
Addendum to Statement Production Services Agreement dated July 17, 1991 between the Company and CBIS.+
10.32 Tandem Alliance Agreement dated January 1, 1995, between Tandem and CableData.+
10.33 Contract for Computer Software (Postalsoft Software License Agreement) dated February 13, 1996 between
IBS and Postalsoft, Inc.+
10.34 Employment Agreement dated August 10, 1992 between the Company and James C. Castle.*
10.35 Employment Agreement dated June 29, 1995 with Michael McGrail.*
10.36 Form of Severance Agreement.*
10.37 Asset Acquisition Agreement dated March 31, 1995 by and between the Company and CableData.*
10.38 Asset Acquisition Agreement dated March 31, 1995 by and between the Company and IBS.*
10.39 Asset Acquisition Agreement dated March 15, 1995 by and between U.S. Computer Systems Leasing and
CableLease, Inc.*
10.40 Asset Acquisition Agreement dated March 15, 1995 by and between U.S. Computer Systems Leasing and RPA,
Inc.*
10.41 Building Lease for property located at 2969 Prospect Park Drive between the Company and F.I.A. Profile
Fund I dated January 19, 1994.*
10.42 Alternate Mailing System Agreement dated March 28, 1996 between the United States Postal Service and
IBS.+
10.43 Alternate Mailing Systems Agreement dated April 18, 1996 between the United Postal Service and
International Billing Services, Inc.*
10.44 Form of Directors' Indemnification Agreement.*
10.45 Form of Custody and Escrow Agreement for Selling Stockholders.*
10.46 Form of Selling Stockholders' Irrevocable Power of Attorney.*
10.47 Amendment No. 11 to the ESOP.*
21.1 List of Subsidiaries.*
23.1 Consent of Graham & James LLP (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.*
EXHIBIT
NUMBER DESCRIPTION
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24.1 Powers of Attorney.*
27.1 Financial Data Schedule.*
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* Indicates Exhibit previously filed.
*** Indicates Exhibit was filed in paper format pursuant to a continuing
hardship exemption under Rule 202 of Regulation S-T.
+ Portions omitted pursuant to a request for confidential treatment pursuant
to Rule 406 of the Securities Act.