As Filed with the Securities and Exchange Commission on November 8, 1996
Registration No. 333-3842
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
USCS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1727009
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2969 Prospect Park Drive
Rancho Cordova, California 95670
(Address of Principal Executive Offices) (zip code)
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
JAMES C. CASTLE, Ph.D.
Chief Executive Officer
USCS INTERNATIONAL, INC.
2969 Prospect Park Drive
Rancho Cordova, California 95670-6184
(Name and address of agent for service)
916-636-4500
(Telephone number, including area code, of agent for service)
With a copy to:
GILLES S. ATTIA, ESQ.
Graham & James LLP
400 Capitol Mall, Suite 2400
Sacramento, California 95814
(916) 558-6700
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
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Common Stock, par
value $0.05 and
related Preferred
Stock Purchase Rights
(the ""Rights'')(2). . . . 200,000 Shares $17.07 $3,414,000 $1,034.55
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
1933 based on average of the high and low prices of a share of Common
Stock of the Company reported for trading on the Nasdaq National
Market System on November 7, 1996.
(2) The Rights are attached to and trade with the Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by USCS
International, Inc. (the "Registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:
(a) Registrant's Prospectus filed with the Commission on June
21, 1996 pursuant to Rule 424(b)(4) of the Securities Act of
1933.
(b) Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 1996 and September 30, 1996, filed
pursuant to Section 15(d) of the 1934 Act.
(c) The description of Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission
on June 18, 1996, by which the shares of Common Stock of the
Company were registered under Section 12 of the 1934 Act.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, 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 then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and made a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The firm of Graham & James LLP has given an opinion as to the
securities being registered pursuant to this Registration Statement. Certain
attorneys of Graham & James LLP, counsel to the Registrant, own an aggregate
of 5,845 shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation's Board of Directors
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to grant, indemnity to directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the 1933 Act.
The Company's First Amended and Restated Certificate of
Incorporation and Bylaws provide for expanded indemnification of directors
and officers of the Company and limits the liability of directors of the
Company. The Bylaws provide that the Company shall indemnify each person who
is or was an officer or director of the Company, or is or was serving as an
officer, director, employee or agent of any other corporation, partnership,
joint venture, trust or other enterprise at the request of the Company,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement (if such settlement is approved in advance by the Company,
which approval shall not be unreasonably withheld) actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if
he or she acted in good faith and in a manner he or she believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. Such right to indemnification includes the right to
advancement of expenses incurred by such person prior to final disposition of
the proceeding, provided that such director or officer shall provide the
Company with an undertaking to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision that such person is not
entitled to be indemnified for such expenses. The Bylaws also provide that
the Company shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by
or in the right of the Company to procure a judgment in its favor by reason
of the fact that he or she is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the company as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit, if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Company unless and only
to the extent that the Delaware Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Delaware Court of Chancery or such other court shall deem proper.
No person shall be indemnified by the Court for any expenses or amounts paid
in settlement with respect to any action to recover short-swing profits under
Section 16(b) of the Securities Exchange Act of 1934, as amended. The First
Amended and Restated Certificate of Incorporation provides that if the
Delaware General
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Corporation Law is amended to further eliminate or limit the personal
liability of directors, then the liability of a director of the Company shall
be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. The Company has also entered into
agreements to indemnify its officers and directors in addition to the
indemnification provided for in the Company's Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement.
Number Description of Exhibit
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4.1 First Amended and Restated Certificate of Incorporation
of the Company dated April 23, 1996.*
4.2 Certificate of Designation of Rights, Preferences and
Privileges of Series A Stock.*
4.3 Shareholder Rights Agreement dated December 30, 1988
among U.S. Computer Services, Westar Capital and
Enterprise Partners.*
4.4 Stockholder Rights Plan between the Company and
Trustee.*
4.5 By-laws of the Company.*
5.1 Opinion of Graham & James LLP regarding legality of
the shares of Common Stock.*
23.1 Consent of Graham & James LLP (incorporated by
reference to Exhibit 5.1 hereof).
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (see page II-6).
99.1 Employee Stock Purchase Plan, as amended.
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* Incorporated by reference to Registrant's Registration Statement on
Form S-1, Registration No. 333-3842, filed pursuant to Section 5 of
the Securities Act of 1933, as amended.
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The Registrant hereby undertakes that the Registrant has submitted
the U.S. Computer Services Stock Ownership Plan ("ESOP") and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has
made or will make all changes required by the IRS in order to qualify the
ESOP.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes 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 the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
Registration Statement.
(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 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(b) The undersigned Registrant hereby undertakes that, 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 to be the initial bona fide offering.
(c) The undersigned Registrant hereby undertakes 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.
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(d) The undersigned Registrant hereby undertakes that, 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 Section
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.
(e) 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 Delaware Corporation
Law, the First Amended and Restated Certificate of Incorporation of the
Registrant, the Bylaws of Registrant and the indemnification agreements
described above in Item 6, 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 Registrant of expenses incurred or paid by a director, officer
or controlling person of 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, 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 of 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Rancho Cordova, County of Sacramento, State of
California, on the 8th day of November, 1996.
USCS INTERNATIONAL, INC.
By: /s/ James C. Castle
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James C. Castle,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints James C. Castle and
Douglas L. Shurtleff, and each of them, his true and lawful attorneys-in-fact
and agents, each with full power of substitution, each with power to act
alone, to sign and execute on behalf of the undersigned any amendment or
amendments to this Registration Statement and to perform any acts necessary
in order to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, and each
of the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents, or their or his substitutes, shall do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
Dated: November 8, 1996 /s/ James C. Castle
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James C. Castle
Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
Dated: November 8, 1996 /s/ George L. Argyros, Sr.
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George L. Argyros, Sr.
Director
Dated: November 8, 1996 /s/ George M. Crandell, Jr.
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George M. Crandell, Jr.
Director
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Dated: November 8, 1996 /s/ Charles D. Martin
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Charles D. Martin
Director
Dated: November 8, 1996 /s/ Michael F. McGrail
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Michael F. McGrail
Director
Dated: November 8, 1996 /s/ Larry W. Wangberg
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Larry W. Wangberg
Director
Dated: November 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: November 8, 1996 /s/ Arthur O. Hawkins
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Arthur O. Hawkins
Vice-President and Treasurer
(Principal Accounting Officer)
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INDEX TO EXHIBITS
Number Description of Exhibit
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4.1 First Amended and Restated Certificate
of Incorporation of the Company dated
April 23, 1996.*
4.2 Certificate of Designation of Rights,
Preferences and Privileges of Series A
Stock.*
4.3 Shareholder Rights Agreement dated
December 30, 1988 among U.S. Computer
Services, Westar Capital and
Enterprise Partners.*
4.4 Stockholder Rights Plan between the
Company and Trustee.*
4.5 By-laws of the Company.*
5.1 Opinion of Graham & James LLP regarding
legality of the shares of Common Stock.*
23.1 Consent of Graham & James LLP
(incorporated by reference to
Exhibit 5.1 hereof).
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (see page II-6).
99.1 Employee Stock Purchase Plan.
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* Incorporated by reference to Registrant's Registration Statement on
Form S-1, Registration No. 333-3842, filed pursuant to Section 5 of
the Securities Act of 1933, as amended.