Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FISERV, INC.
(Exact name of Registrant as specified in its charter)
Wisconsin 39-1506125
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
255 Fiserv Drive
Brookfield, Wisconsin 53045
(Address of Registrant's principal executive offices) (Zip Code)
Fiserv, Inc. Employee Stock Purchase Plan
Australian Employee Stock Purchase Plan
Canadian Employee Stock Purchase Plan
Singapore Employee Stock Purchase Plan
The Fiserv Group Savings-Related Share Option Plan
(Full title of plans)
KENNETH R. JENSEN
Senior Executive Vice President
Fiserv, Inc.
255 Fiserv Drive
Brookfield, Wisconsin 53045
Telephone: (262) 879-5000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered (1) Registered (2)(3) Share (3)(4) Price (3)(4) Fee(3)(4)
- ------------- ---------- ----- ----- ---
Common Stock, 1,200,000 $34.75 $41,700,000 $11,008.80
$.01 par value, shares
including Preferred
Stock Purchase Rights
attached to the shares
- -------------------------------------------------------------------------------------
(1) Pursuant to Instruction F of Form S-8 and Rule 416(c), there are
hereby registered an indeterminate amount of interests in the Employee
Stock Purchase Plan. Pursuant to Rule 457(h)(2), no separate fee is
required with respect to the interests in the Employee Stock Purchase
Plan.
(2) The number of shares of Common Stock to be registered and the
Preferred Stock Purchase Rights attached to the shares may be adjusted
in accordance with the provisions of the Plan in the event that,
during the period the Plan is 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 Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended (the
"Securities Act") and based upon the average of the high and low sales
prices for the Common Shares as reported on the Nasdaq National Market
System on April 5, 2000. Pursuant to Rule 429 under the Securities
Act, the prospectus included in this Registration Statement is a
combined prospectus also relating to the Registrant's Registration
Statement previously filed on Form S-8 No. 333-89957 on which 800,000
shares were registered and a filing fee in the amount of $6,699 was
previously paid to register these shares.
(4) The value attributable to the Preferred Stock Purchase Rights is
reflected in the market price of the Common Stock to which the Rights
are attached.
PART I
Information Required in the Section 10(a) Prospectus
The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Fiserv, Inc. ("Fiserv" or the "Company") and each of the Fiserv, Inc.
Employee Stock Purchase Plan, the Australian Employee Stock Purchase Plan, the
Canadian Employee Stock Purchase Plan, the Singapore Employee Stock Purchase
Plan, and The Fiserv Group Savings-Related Share Option Plan, and (collectively,
the "Plans") hereby incorporate by reference in this Registration Statement the
following documents that have been filed with the Securities and Exchange
Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 as filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated September 3, 1986,
including any amendment or report filed for the purpose of updating
such description.
(d) The description of the Company's Preferred Purchase Rights contained
in the Company's Registration Statement on Form 8-A, dated February
23, 1998, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company and each of the Plans 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 have
been sold or which deregisters all securities then 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
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the securities registered under
this Registration Statement will be passed upon by Charles W. Sprague, Esq.,
Executive Vice President, General Counsel and Secretary of the Company. Mr.
Sprague beneficially owns 84,697 shares of Fiserv Common Stock, which number
includes vested but unexercised stock options.
Item 6. Indemnification of Directors and Officers
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
proceedings in which the director or officer is not successful in the defense
thereof, the Wisconsin Business Corporation Law 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. The Wisconsin Business Corporation Law specifically
states that it is the policy of Wisconsin to require or permit indemnification
in connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above. 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 the court 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, a Wisconsin corporation may
provide additional rights to indemnification under its articles of incorporation
or by-laws, 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 By-laws provide for indemnification and advancement of
expenses of directors and officers to the fullest extent provided by the
Wisconsin Business 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 under any written agreement, resolution of directors, vote of
shareholders, by law or otherwise. The general effect of the foregoing
provisions may be to reduce the circumstances which an officer or director may
be required to bear the economic burden of the foregoing liabilities and
expenses.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
(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. 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 (a)(1)(i) and (a)(1)(ii) of this section
do not apply if 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 Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) Incorporating Subsequent Exchange Act Documents by Reference
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.
(c) Indemnification for Liabilities arising under the Securities
Act of 1933
Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirement 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 had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brookfield, State of Wisconsin on April 7, 2000.
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 Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
Chairman, Chief Executive April 7, 2000
* Officer, President and Director
- ---------------------- (Principal Executive Officer)
(Leslie M. Muma)
/S/KENNETH R. JENSEN Senior Executive Vice President, April 7, 2000
- ---------------------- Treasurer and Director (Principal
(Kenneth R. Jensen) Financial and Accounting Officer)
* Vice Chairman and Director April 7, 2000
- ---------------------
(Donald F. Dillon)
* Director April 7, 2000
- ---------------------
(George D. Dalton)
* Director April 7, 2000
- ---------------------
(Daniel P. Kearney)
* Director April 7, 2000
- ---------------------
(Gerald J. Levy)
* Director April 7, 2000
- ---------------------
(L. William Seidman)
* Director April 7, 2000
- ---------------------
(Thekla R. Shackelford)
*By: /S/KENNETH R. JENSEN
- --------------------------
(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)
The Plans. Pursuant to the Securities Act of 1933, the Fiserv, Inc. Employee
Stock Purchase Plan Committee, which administers the Plans, has duly caused this
registration statement to be signed on behalf of the Plans, thereunto duly
authorized in the City of Brookfield, State of Wisconsin, on April 7, 2000.
FISERV, INC. EMPLOYEE STOCK PURCHASE PLAN COMMITTEE
By: /S/JACK P. BUCALO
-----------------------
Name: Jack P. Bucalo
Title: Member of the Fiserv, Inc. Employee Stock
Purchase Plan Committee
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Fiserv, Inc. Employee Stock Purchase Plan
4.2 Australian Employee Stock Purchase Plan
4.3 Canadian Employee Stock Purchase Plan
4.4 Singapore Employee Stock Purchase Plan
4.5 The Fiserv Group Savings-Related Share Option Plan
4.6 Rights Agreement, dated as of February 23, 1998,
between Fiserv, Inc. and Firstar Trust Company, as
Rights Agent (incorporated by reference to Exhibit
1 to the Company's Registration Statement on Form
8-A, dated February 23, 1998 (File No. 0-14948).
4.7 First Amendment to the Rights Agreement, dated
December 1, 1999, appointing EquiServe as
successor Rights Agent (incorporated by reference
to Exhibit 4.3 to the Company's Registration
Statement on Form S-8, dated April 7, 2000).
5.1 Opinion and consent of Charles W. Sprague, Esq.,
Executive Vice President, General Counsel
and Secretary of the Registrant as to the
legality of the Common Stock being Registered
23.1 Consent of Deloitte & Touche LLP, Independent
Auditors
23.2 Consent of Charles W. Sprague, Esq. is contained
in his opinion filed as Exhibit 5.1 to this
Registration Statement
24 Powers of Attorney