SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________
FISERV, INC.
(Exact name of Registrant as specified in its charter)
WISCONSIN 39-1506125
(State of jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
255 FISERV DRIVE
BROOKFIELD, WISCONSIN 53045
(414) 879-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
KENNETH R. JENSEN
SENIOR EXECUTIVE VICE PRESIDENT
FISERV, INC.
255 FISERV DRIVE
BROOKFIELD, WISCONSIN 53045
(414) 879-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_________
Copies to:
ROBERT COULTAS, ESQ.
Boylan, Brown, Code, Fowler,
Vigdor & Wilson, LLP
900 Midtown Tower
Rochester, NY 14604
(716) 232-5300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE (1) PRICE FEE (2)
Common Stock, $.01 par value 1,081,113 shs. $27.275 $29,487,357.08 $10,168.05
(1)Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee.
(2)Of this amount, $9,724.01 has previously been paid.
_________
PROSPECTUS
- ----------
1,081,113 Shares
FISERV, INC.
The Financial Data Services Company
COMMON STOCK
This Prospectus may be used in connection with the distribution of up to
1,081,113 shares of FIserv, Inc. Common Stock, $.01 par value (the "Shares"),
proposed to be disposed of from time to time by the Selling Stockholders named
herein. See "Selling Stockholders". The Company will not receive any of the
proceeds from the sale of the Shares. The expenses of this registration will be
paid by the Company. The Common Stock of the Company is traded in the NASDAQ
National Market System under the symbol "FISV". On May 16, 1995, the
reported closing sale price of the Common Stock as quoted on the NASDAQ National
Market System was $28.1875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The distribution of the Shares by the Selling Stockholders may be effected
from time to time in one or more transactions (which may involve block
transactions) in the over-the-counter market, on the NASDAQ National Market
System (or any exchange on which the Common Stock may then be listed), in
negotiated transactions or otherwise. Sales will be effected at such prices and
for such consideration as may be obtainable from time to time. Commission
expenses and brokerage fees, if any, will be paid individually by the Selling
Stockholders. See "Plan of Distribution".
May 17, 1995
NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND ANY SUCH INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE HEREIN MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY THE SELLING STOCKHOLDERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH
AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
_______________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
Company's: (i) Annual Report on Form 10-K for the fiscal year ended December
31, 1994, filed with the Securities and Exchange Commission (the "Commission")
on February 28, 1995; and (ii) Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995, filed with the Commission on April 24, 1995; (iii) Current
Report on Form 8-K, filed with the Commission on May 17, 1995; and (iv) all
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since
December 31, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date of this Prospectus and prior to the termination of the offering
of the Shares shall be deemed to be incorporated by reference herein and to be
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or 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
Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Written or oral requests for such copies should be directed to
Mr. Charles W. Sprague, Secretary, FIserv, Inc., 255 FIserv Drive, Brookfield,
Wisconsin 53045, telephone (414) 879-5000.
The Company's headquarters are located at 255 FIserv Drive, Brookfield,
Wisconsin 53045, telephone (414) 879-5000. FIserv was incorporated as a
Delaware corporation in 1984, and reincorporated as a Wisconsin corporation in
1992. The terms "FIserv" and the "Company" as used herein mean FIserv, Inc.
and, unless the context otherwise requires, its consolidated subsidiaries.
THE COMPANY
FIserv is a leading independent provider of financial data processing
systems and related information management services and products to banks,
credit unions, mortgage banks, savings institutions and other financial
intermediaries. These services and products are based primarily on proprietary
software developed by FIserv and maintained on computers located at data
processing centers in 66 cities. FIserv believes that it is the largest
processor of accounts for the nation's savings institutions and ranks among the
leaders in account processing for banks and credit unions. FIserv maintains
full-service account and transaction processing systems for approximately 2,500
financial institutions with over 42 million service bureau accounts. FIserv
delivers this account and transaction processing in all four of the traditional
delivery modes: service bureau; facilities management; resource management; and
in-house software. FIserv also provides electronic banking services, which
include Automated Teller Machine ("ATM")/Electronic Funds Transfer ("EFT")
services to financial institutions, driving and switching over 4,000 ATMs and
processing approximately 150 million ATM transactions annually, and check and
share draft remittance and back-office processing to financial institutions,
handling approximately 2.45 billion items per year through its 34 regional item
processing centers. In addition, FIserv provides trust administration services
for IRAs and other retirement plans, and furnishes microcomputer software to
financial institutions for asset/liability management. The total client base
served by FIserv includes more than 5,000 financial institutions. FIserv
believes that its focus on customer service and the contractual nature of its
business, combined with its historical renewal experience, provide a high level
of recurring revenues.
Since FIserv's formation in 1984, it has expanded its operations through
over 50 acquisitions and internally through the growth of existing clients.
From 1988 to 1994, FIserv's revenues increased from $125 million to $563.6
million, its operating income increased from $15.5 million to $69.2 million and
its net income grew from $9.2 million to $37.66 million. During this period,
net income per common and common equivalent share increased from $.33 to $.95.
On April 6, 1995, FIserv entered into a Stock Purchase Agreement to purchase
Information Technology, Inc. ("ITI") for approximately $373,000,000, two-thirds
in cash and one-third in FIserv Common Stock. ITI is wholly-owned by the
Selling Stockholders. The acquisition closed on May 17, 1995.
USE OF PROCEEDS
All proceeds from the sale of the Shares to be sold pursuant to this
Prospectus will be for the account of the Selling Stockholders. As a
consequence, the Company will not receive any proceeds from the sale of the
Shares offered by the Selling Stockholders.
DIVIDEND POLICY
The Company has not paid cash dividends on its Common Stock. The Company
intends to retain earnings for use in its business and, therefore, does not
anticipate paying any cash dividends in the foreseeable future. The Company's
existing long-term debt instruments contain provisions limiting the amount of
cash dividends the Company can pay.
SELLING STOCKHOLDERS
The following table sets forth information with respect to the number of
shares of Common Stock beneficially owned by each of the Selling Stockholders.
Number of Number of Percent of
Shares Number of Shares Shares
Beneficially Shares Beneficially Outstanding
Owned Prior to Registered Owned After After
Selling Stockholder Offering (1) Herein Offering Offering (2)
- ------------------- --------------- ---------- ------------ ------------
Donald F. Dillon 2,607,473 521,500 2,085,973 4.7%
Dale M. Jensen 1,738,239 434,560 1,303,679 3.0
Patrick F. Kerrigan 228,746 57,200 171,546 (3)
George W. McGourty 62,315 30,534 31,781 (3)
Garrett Wysocki 62,315 30,534 31,781 (3)
Roger W. Collins 13,847 6,785 7,062 (3)
1 Information as of May, 1995.
2 Assumes all shares registered herein are sold.
3 Less than 1%.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made in any one or more transactions (which may involve block transactions)
in the over-the-counter market, on NASDAQ, and any exchange in which the Common
Stock may then be listed, or otherwise in negotiated transactions or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling Shares
to or through broker-dealers, and such broker-dealers may sell the Shares as
agent or may purchase such Shares as principal and resell them for their own
account pursuant to this prospectus. Such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders and/or purchasers of Shares from whom they may act
as agent (which compensation may be in excess of customary commissions).
The Company has informed the Selling Stockholders that the anti-
manipulative rules under the Securities Exchange Act of 1934 (Rules 10b-6 and
10b-7) may apply to their sales of Shares in the market. Also, the Company has
informed the Selling Stockholders of the need for delivery of copies of the
Prospectus in connection with any sale of securities registered hereunder in
accordance with applicable prospectus delivery requirements.
In connection with such sales, the Selling Stockholders and any
participating brokers and dealers may be deemed to be "underwriters" as defined
in the Securities Act. In addition, any of the Shares that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
In order to comply with certain state securities, laws, if applicable, the
Common Stock will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
LEGAL MATTERS
The validity of the issuance of the shares of the Common Stock offered
hereby will be passed upon for the Company by Charles W. Sprague, Executive Vice
President, General Counsel and Secretary of the Company. Mr. Sprague
beneficially owns 9,375 shares of FIserv Common Stock, which number includes
vested but unexercised stock options.
EXPERTS
The financial statements incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended December 31, 1994
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
The financial statements of Information Technology, Inc. for the three
years ended December 31, 1994 incorporated by reference in this prospectus from
the Company's Form 8-K dated May 17, 1995, have been incorporated herein in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, proxy statements and other
information with the Commission. This Prospectus does not contain all
information set forth in the Registration Statement and the exhibits thereto
which the Company has filed with the Commission under the Securities Act of
1933, as amended (the "Act"), and to which reference is hereby made. Such
reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washing ton,
D.C. 20549; Seven World Trade Center, 13th Floor, New York, New York 10048; and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained at prescribed rates
upon request from the Public Reference Section of the Commission at Room 1024 at
450 Fifth Street, N.W., Washington, D.C. 20549. The Company's registration
statements, proxy statements and other information may also be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments thereto, the "Registration Statement") filed by
the Company with the Commission under the Act. This Prospectus does not contain
all of the information included in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement and to the
Exhibits relating thereto for further information with respect to the Company
and the Common Stock offered hereby.
No person is authorized to give any information or to make any
representation, other than those contained in this Prospectus, and any
information or representations not contained in this Prospectus must not be
relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any securities other than the
registered securities to which it relates. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy such securities under any
circumstances where such offer of solicitation is unlawful. Neither the
delivery of this Prospectus nor any sales made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All amounts shown are estimates except
the Securities and Exchange Commission registration fee, the NASD filing fee and
the NASDAQ listing fee.
Item Amount
---- ------
SEC registration fee............... $10,168
NASD filing fee.................... 3,320
NASDAQ listing fee................. 17,500
Blue Sky fees and expenses......... 10,000
Legal fees and expenses............ 15,000
Accounting fees and expenses....... 20,000
Miscellaneous...................... 4,012
Total......................... $80,000
ITEM 15. 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 it 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 Corporation 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 stockholders, by law or otherwise.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Stock Purchase Agreement, dated as of April 6, 1995, by and between FIserv,
Inc. and Information Technology, Inc. (A copy of the disclosure schedule is
not being filed, but will be provided to the Commission upon its request,
pursuant to Item 601(b) (2) of Regulation S-K.) +
3.1 Articles of Incorporation, as amended (filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-4, File No. 33-62870, and
incorporated herein by reference).
3.2 By-laws, (filed as Exhibit 3.2 to the Company's Registration Statement on
Form S-4, File No. 33-62870, and incorporated herein by reference).
4.1 Credit Agreement dated as of May 17, 1995 among FIserv, Inc., the
Lenders Party Thereto, First Bank National Association, as Co-Agent, and The
Bank of New York, as Agent. (Not being filed herewith, but will be provided
to the Commission upon its request, pursuant to Item 601(b) (4) (iii) (A) of
Regulation S-K.)
4.2 Note Purchase Agreement dated as of March 15, 1991, as amended, among
FIserv, Inc., Aid Association for Lutherans, Northwestern National Life
Insurance Company, Northern Life Insurance Company and The North Atlantic
Life Insurance Company of America. (Not being filed herewith, but will be
provided to the Commission upon its request, pursuant to Item 601(b) (4)
(iii) (A) of Regulation S-K.)
4.3 Note Purchase Agreement dated as of April 30, 1990, as amended, among
FIserv, Inc. and Teachers Insurance and Annuity Association of America. (Not
being filed herewith, but will be provided to the Commission upon its
request, pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K.)
4.4 Note Purchase Agreement dated as of May 17, 1995 among FIserv, Inc.,
Teachers Insurance and Annuity Association of America, Massachusetts Mutual
Life Insurance Company and Aid Association for Lutherans. (Not being filed
herewith, but will be provided to the Commission upon its request, pursuant
to Item 601(b) (4) (iii) (A) of Regulation S-K.)
5.1 Opinion of Charles W. Sprague.
23.1 Manually signed Consent of Deloitte & Touche LLP.
23.2 Manually signed Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Charles W. Sprague (included in Exhibit 5.1 hereto).
24. Powers of Attorney. +
_____
+ Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes 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
information statement.
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.
The undersigned Registrant hereby undertakes that, for purposes of deter-
mining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act), 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling per sons of the Registrant
pursuant to the provisions described in Item 15 above, 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.
The undersigned Registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Act, the informa-
tion omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Act shall be deemed to be part of this registration statement as of the
time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.
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-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Brookfield, State of Wisconsin, on
the 16th day of May 1995.
FISERV, INC.
By K. 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 of the Board and Director May 16, 1995
- --------------------------
(George D. Dalton) (Principal Executive Officer)
* President and Director May 16, 1995
- --------------------------
(Leslie M. Muma)
* Senior Executive Vice President, May 16, 1995
- --------------------------
(Kenneth R. Jensen) Treasurer and Director (Principal
Financial and Accounting Officer)
* Director May 16, 1995
- --------------------------
(Bruce K. Anderson)
* Director May 16, 1995
- --------------------------
(Gerald J. Levy)
* Director May 16, 1995
- --------------------------
(L. William Seidman)
* Director May 16, 1995
- --------------------------
(Thekla R. Shackelford)
* Director May 16, 1995
- --------------------------
(Roland D. Sullivan)
*By: K. R. JENSEN
- --------------------------
(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
2.1 Stock Purchase Agreement, dated as of April 6, 1995, by and
between FIserv, Inc. and Information Technology, Inc. (A
copy of the disclosure schedule is not being filed, but will
be provided to the Commission upon its request, pursuant to
Item 601(b) (2) of Regulation S-K.) +
3.1 Articles of Incorporation, as amended (filed as Exhibit 3.1
to the Company's Registration Statement on Form S-4, File
No. 33-62870, and incorporated herein by reference). *
3.2 By-laws, (filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-4, File No. 33-62870, and incorporated
herein by reference). *
4.1 Credit Agreement dated as of May 17, 1995, by and
among FIserv, Inc., the Lenders Party Hereto, First Bank
National Association, as Co-Agent and The Bank of New York,
as Agent. (Not being filed herewith, but will be provided
to the Commission upon its request, pursuant to Item 601(b)
(4) (iii) (A) of Regulation S-K.) *
4.2 Note Purchase Agreement dated as of March 15, 1991, as
amended, among FIserv, Inc., Aid Association for Lutherans,
Northwestern National Life Insurance Company, Northern Life
Insurance Company and The North Atlantic Life Insurance
Company of America. (Not being filed herewith, but will be
provided to the Commission upon its request, pursuant to
Item 601(b) (4) (iii) (A) of Regulation S-K.) *
4.3 Note Purchase Agreement dated as of April 30, 1990, as
amended, among FIserv, Inc. and Teachers Insurance and
Annuity Association of America. (Not being filed herewith,
but will be provided to the Commission upon its request,
pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K.) *
4.4 Note Purchase Agreement dated as of May 17, 1995 among FIserv,
Inc., Teachers Insurance and Annuity Association of America,
Massachusetts Mutual Life Insurance Company and Aid Association
for Lutherans. (Not being filed herewith, but will be provided
to the Commission upon its request, pursuant to Item 601(b) (4)
(iii) (A) of Regulation S-K.) *
5.1 Opinion of Charles W. Sprague.
23.1 Manually signed Consent of Deloitte & Touche LLP.
23.2 Manually signed Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Charles W. Sprague (included in Exhibit 5.1 hereto).
24. Powers of Attorney. +
* Not being filed herewith.
+ Previously filed.
May 17, 1995
FIserv, Inc.
255 FIserv Drive
Brookfield, WI 53045
FIserv, Inc.
Registration Statement on Form S-3
Dear Sirs:
I have acted as counsel to FIserv, Inc., a Wisconsin corporation
("FIserv"), in connection with its Registration Statement on Form S-3 (the
"Registration Statement"), filed under the Securities Act of 1933 (the "Act"),
relating to the proposed resales of up to 67,853 shares of its Common Stock,
$.01 par value (the "Shares"), by certain Selling Stockholders.
In that connection, I have examined originals, or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and other instruments as I have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation, as amended, and By-Laws,
as amended, of FIserv.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Wisconsin.
2. The Shares have been duly authorized and are validly issued and
fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to me under "Legal Matters" in the
Prospectus comprising a part of
the Registration Statement. By giving the foregoing consent, I do not admit
that I come within the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
CHARLES W. SPRAGUE
Charles W. Sprague
Executive Vice President,
General Counsel and Secretary
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement of FIserv, Inc. on Form S-3 of our report dated
January 30, 1995, incorporated by reference in the Annual Report on Form 10-K of
FIserv, Inc. for the year ended December 31, 1994 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Milwaukee, Wisconsin
May 17, 1995
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
FIserv, Inc. on Form S-3 of our report dated February 7, 1995, on our audits of
the financial statements of Information Technology, Inc. for the three years
ended December 31, 1994, which report is included in FIserv's Form 8-K dated
May 17, 1995. We also consent to the reference to our firm under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
Lincoln, Nebraska
May 17, 1995
5
1,000
3-MOS
DEC-31-1995
MAR-31-1995
30,626
714,641
117,837
0
0
898,955
121,004
0
1,337,245
808,613
0
393
0
0
361,937
1,337,245
0
152,605
0
132,066
1,097
0
1,731
17,711
7,262
10,449
0
0
0
10,449
.26
.26
