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PROSPECTUS
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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 was owned by certain of the
Selling Stockholders, Messrs. Donald F. Dillon, Dale M. Jensen and Patrick F.
Kerrigan. 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.