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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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 Number)
incorporation or organization)
255 FISERV DRIVE
BROOKFIELD, WISCONSIN 53045
(414) 879-5000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)
FISERV PREDECESSOR-EMPLOYEE
RETIREMENT PLAN
(Full title of plan)
KENNETH R. JENSEN
SENIOR EXECUTIVE VICE PRESIDENT
FISERV, INC.
255 FISERV DRIVE
BROOKFIELD, WISCONSIN 53045
TELEPHONE: (414) 879-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered (1) Share (2) Price (2) Fee
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Common Stock, 150,000 $ 48.125 7,218,750 $2,129.53
shares
$.01 par value
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(1) The number of shares of Common Stock to be registered 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.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457 under the Securities Act of 1933 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 September 22, 1998.
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PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of this
Registration Statement will be given or sent to all persons who participate in
the Fiserv Predecessor-Employer Retirement Plan as specified by Rule 428.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Fiserv, Inc. ("Fiserv" or the "Company") hereby incorporates by
reference in this Registration Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal 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 Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998.
(c) The Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission (the "Commission") on January 20, 1998.
(d) The Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission (the "Commission") on March 24, 1998.
(e) The Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission (the "Commission") on May 12, 1998.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (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
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.
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Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with options under the Plan and the Common
Stock offered thereunder will be passed upon by Charles W. Sprague, Esq.,
Executive Vice President, General Counsel and Secretary of the Company. Mr.
Sprague beneficially owns 50,723 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
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 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.
Item 7. Exemption from Registration Claimed
Inapplicable.
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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 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 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 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.
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(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 of 1933 (the "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 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.
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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 September 25, 1998.
Fiserv Inc.
By: /s/ KENNETH R. JENSEN
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Kenneth R. Jensen
Senior Executive Vice
President and Treasurer
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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 of the Board and Director September 25, 1998
- ----------------------------------- (Principal Executive Officer)
(George D. Dalton)
* President and Director September 25, 1998
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(Leslie M. Muma)
* Senior Executive Vice President, September 25, 1998
- ----------------------------------- Treasurer and Director (Principal
(Kenneth R. Jensen) Financial and Accounting Officer)
* Vice Chairman, Director, President - September 25, 1998
- ----------------------------------- Information Technology, Inc.
(Donald F. Dillon)
* Director September 25, 1998
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(Gerald J. Levy)
* Director September 25, 1998
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(L. William Seidman)
* Director September 25, 1998
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(Thekla R. Shackelford)
*By: /s/ KENNETH R. JENSEN
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(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Fiserv Predecessor-Employer Retirement Plan
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 PricewaterhouseCoopers LLP,
Independent Auditors
23.3 Consent of Charles W. Sprague, Esq.
is contained in his opinion filed as
Exhibit 5.1 to this Registration Statement
24 Powers of Attorney