As Filed with the Securities and Exchange Commission on September 2, 1997
Registration No. 333-_______
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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)
USCS INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN
USCS INTERNATIONAL, INC. BONUS DEFERRAL PLAN
(Full Title of the Plans)
MARY G. JORDAN, ESQ.
Vice President, General Counsel and Secretary
USCS INTERNATIONAL, INC.
2969 Prospect Park Drive
Rancho Cordova, California 95670-6184
916-636-4500
(Name, address and telephone number 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
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(1) REGISTERED OBLIGATION PRICE(2) FEE
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Pursuant to
USCS Deferred Comp. Plan
Obligations. . . . . . . . $10,000,000 100% $10,000,000 $3,030.30
Pursuant to
USCS Bonus Deferral
Obligations. . . . . . . . $10,000,000 100% $10,000,000 $3,030.30
Total. . . . . . . . . . . $20,000,000 100% $20,000,000 $6,060.60
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(1) The USCS Deferred Compensation Plan Obligations and the USCS Bonus Deferral
Obligations are unsecured obligations of USCS International, Inc., to pay
deferred compensation in the future in accordance with, respectively, the
USCS International, Inc. Deferred Compensation Plan and the USCS
International, Inc., Bonus Deferral Plan.
(2) Estimated solely for the purpose of determining the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 have been or will be sent or given to participant employees as
specified by Rule 428(b)(1) under the Securities Act of 1933 (the "Act").
These documents and the documents incorporated by reference into this
Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.
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") 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) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 and filed with the Commission on March
28, 1997 (the "Annual Report");
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Act since the end of the fiscal year covered by the
Annual Report;
(c) The description of Common Stock contained in the
Registrant's 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.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
1
ITEM 4. DESCRIPTION OF SECURITIES.
The obligations (the "Obligations") under the Deferred
Compensation Plan and the Bonus Deferral Plan (the "Plans") are general
unsecured obligations of the Registrant to pay deferred compensation in the
future in accordance with the terms of the Plans, form the general assets of
the Registrant, and rank pari passu with other unsecured and unsubordinated
indebtedness of the Registrant from time to time outstanding. A brief
description of certain aspects of the Plans follows (the official provisions
of the Plans are attached as Exhibit 4.1 and 4.2 hereto, which control in the
case of a discrepancy).
Participation in the Plans is generally limited to senior
management and persons selected by the Board of Directors, in the case of the
Deferred Compensation Plan, and a Committee selected by the Board of Directors
in the case of the Bonus Deferral Plan ("Participant"). The Deferred
Compensation Plan allows a Participant to defer a portion of the Participant's
pre-tax base salary (with a minimum deferral of $5,000 per year). The Bonus
Deferral Plan allows a Participant to defer a portion of the Participant's
bonuses and other incentive compensation.
The amount deferred by each Participant is determined in
accordance with each Participant's deferral election. Each Obligation will be
payable during employment in accordance with the terms of the Plans. After
termination, a Participant will begin receiving distributions in either a lump
sum payment or five, ten or fifteen annual installment payments beginning no
later than January 15 of the plan year following the Participant's termination
date in accordance with the Participant's initial election. If a Participant
dies, the balance then credited to the Participant's account shall be
distributed to the Participant's beneficiary(s) in the same manner as if the
employee were terminated.
The amount deferred will be credited to that
Participant's account and will receive deemed interest in accordance and with
such calculation as the Registrant's Board of Directors, in its sole
discretion, may determine from time to time. The amount deferred will be
denominated and be payable in United States Dollars.
A Participant's, or any other person with rights to the
Obligations, may not sell, transfer, anticipate, assign, hypothecate, or
otherwise dispose of any right or interest under the Plans and such rights and
interest shall not at any time be subject to the claims of creditors nor be
liable to attachment, execution or other legal process.
The Registrant reserves the right to amend or terminate
the Plans at any time, except that no such amendment or termination shall
adversely affect a Participant's right to the Obligations in the amount of
the Participant's account as of the date of such amendment or termination.
The Obligations are not convertible into another security
of the Registrant. The Obligations will not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part of the
Registrant. No trustee has been appointed having the authority to take
action with respect to the Obligations and each Participant will be
responsible for acting independently with respect to, among other things, the
giving of notices, responding to any requests for consents, waivers or
amendments pertaining to the Obligations and taking action upon default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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 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.
2
The Company's Second Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") and Bylaws provide for
expanded indemnification of directors and officers of the Company and limit
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 to 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
Certificate of Incorporation provides that if the Delaware General
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
4.1 USCS International, Inc. Bonus Deferral Plan
4.2 U.S. Computer Services Deferred Compensation Plan
5.1 Opinion of Graham & James LLP regarding the
legality of the securities being registered
herein
23.1 Consent of Graham & James LLP (incorporated by
reference to Exhibit 5.1 hereof).
3
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (see signature page).
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;
(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.
(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 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.
4
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 the City of Rancho Cordova, County of
Sacramento, State of California, on the 29th day of August, 1997.
USCS INTERNATIONAL, INC.
By: /Mary G. Jordan/
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Mary G. Jordan
Vice President, General Counsel and
Secretary
5
POWER OF ATTORNEY
for Form S-8 for the USCS Deferred Compensation Plan and the USCS Bonus
Deferral Plan
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Mary G. Jordan 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: July 30, 1997 / James C. Castle/
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James C. Castle
Chief Executive Officer and Chairman of the Board
of Directors
(Principal Executive Officer)
Dated: July 30, 1997 / George L. Argyros, Sr./
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George L. Argyros, Sr.
Director
Dated: July 30, 1997 / George M. Crandell, Jr./
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George M. Crandell, Jr.
Director
Dated: July 30, 1997 / Charles D. Martin/
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Charles D. Martin
Director
Dated: July 30, 1997 / Michael F. McGrail/
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Michael F. McGrail
Director
Dated: July 30, 1997 / Larry W. Wangberg/
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Larry W. Wangberg
Director
Dated: July 30, 1997 / Douglas L. Shurtleff/
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Douglas L. Shurtleff
Senior Vice-President of Finance and
Chief Financial Officer (Principal Financial
Officer)
- A N D -
Dated: July 30, 1997 / Zaida A. Klein/
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Zaida A. Klein
Chief Accounting Officer and Controller
(Principal Accounting Officer)
INDEX TO EXHIBITS
NUMBER DESCRIPTION OF EXHIBIT
4.1 USCS International, Inc. Bonus Deferral Plan
4.2 U.S. Computer Services Deferred Compensation Plan
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 signature page).