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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
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 office)
Fiserv, Inc.
Stock Option Plan for BHC Directors
(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
- -------------- -------------- --------- ---------- ------------
Common Stock, $.01 20,988 shares $38.1875 $801,480 $242.87
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 Stock Option Plan in the event that,
during the period the Stock Option 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
Stock Option 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 May 22, 1997.
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, Inc. Stock Option Plan for BHC Directors 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 and BHC Financial Inc.'s Annual Reports on
Form 10-K for the fiscal year ended December 31, 1996.
(b) The Company's and BHC Financial Inc.'s Quarterly Reports
on Form 10-Q for the quarter ended March 31, 1997.
(c) The Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "Commission") on March 3, 1997.
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.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with options under the Stock
Option 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 21,461 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.
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.
(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.
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 May 30, 1997.
Fiserv Inc.
By: /S/ KENNETH R. JENSEN
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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 30, 1997
_________________ (Principal Executive Officer)
(George D. Dalton)
* President and Director May 30, 1997
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(Leslie M. Muma)
* Senior Executive Vice President, May 30, 1997
________________ Treasurer and Director (Principal
(Kenneth R. Jensen) Financial and Accounting Officer)
* Vice Chairman, Director, President - May 30, 1997
________________ Information Technology, Inc.
(Donald F. Dillon)
* Director May 30, 1997
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(Gerald J. Levy)
* Director May 30, 1997
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(L. William Seidman)
* Director May 30, 1997
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(Thekla R. Shackelford)
* Director May 30, 1997
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(Roland D. Sullivan)
*By:/S/ KENNETH R. JENSEN
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(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Fiserv, Inc. Stock Option Plan for BHC Directors
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 Coopers & Lybrand L.L.P.,
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
FISERV, INC.
STOCK OPTION PLAN FOR BHC DIRECTORS
ARTICLE I
Purpose
The purpose of this Plan is to enable the Company to convert
outstanding BHC Options into options of the Company pursuant to the Merger
Agreement.
ARTICLE II
Definitions
For purposes of this Plan, the following terms shall have the
following meanings:
"BHC Financial" shall mean BHC Financial, Inc.
"BHC Option" shall mean the stock option granted to a
nonemployee director pursuant to the BHC Plan to the extent such stock option is
still outstanding immediately prior to the Merger.
"BHC Plan" shall mean the BHC Financial Directors' Stock
Option Plan.
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986,as
amended.
"Committee" shall mean the committee of the Board, consisting
of not less than two directors, or as may be designated from time to time. Each
member of the Committee shall be a "nonemployee director" within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.
"Common Stock" shall mean the Common Stock, $.01 par value per
share, of the Company.
"Company" means Fiserv, Inc., and any successor thereto.
"Conversion Ratio" shall mean the "conversion ratio" as
defined in, and subject to the limitations set forth in, the Merger Agreement.
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"Fair Market Value" as of any date, unless otherwise required
by any applicable provision of the Code or any regulations issued thereunder,
shall mean the mean between the high and low sales prices of a share of Common
Stock on such date as reported on the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if not listed or
traded on any such exchange, on the Nasdaq Stock Market.
"Merger" shall mean the merger of Fiserv Delaware Sub, Inc.
with and into BHC Financial pursuant to the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of Merger
among BHC Financial, the Company and Fiserv Delaware Sub, Inc., dated as of
March 2, 1997.
"Participant" shall mean a person to whom a Stock Option has
been granted pursuant to this Plan in conversion of a BHC Option.
"Plan" shall mean the Company's Stock Option Plan for BHC
Directors, as set forth herein.
"Stock Option" shall mean any option to purchase shares of
Common Stock granted pursuant to Article VI in conversion of a BHC Option
pursuant to the Merger Agreement.
ARTICLE III
Administration
3.1 The Committee. The Plan shall be administered and
interpreted by the Committee. Subject to Article VII hereof, the Committee shall
have the authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing this Plan as it shall, from time to time,
deem advisable; to interpret the terms and provisions of the Plan and any Stock
Option granted under this Plan (and any agreements relating thereto); and to
otherwise supervise the administration of this Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in this Plan or
in any Stock Option in the manner and to the extent it shall deem necessary to
carry this Plan into effect.
3.2 Decisions Final. Any decision, interpretation or other
action made or taken in good faith by the Committee arising out of or in
connection with the Plan shall be final, binding and conclusive on the Company,
all members of the Board and their respective heirs, executors, administrators,
successors and assigns.
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ARTICLE IV
Share Limitation
4.1 Shares. The maximum aggregate number of shares of Common
Stock for which Stock Options may be granted under this Plan shall be
20,988, subject to any increase or decrease pursuant to Section 4.2. The
shares issued under the Plan may be either authorized and unissued Common Stock
or issued Common Stock reacquired by the Company.
4.2 Changes. In the event of any merger, reorganization,
consolidation, recapitalization, dividend (other than a dividend or its
equivalent which is credited to a Plan Participant or a regular cash dividend),
stock split, or other change in corporate structure affecting the Common Stock,
a corresponding substitution or adjustment shall be made in the maximum
aggregate number of shares for which Stock Options may be granted under this
Plan, and the number and option price of shares subject to outstanding Stock
Options, as may be determined to be appropriate by the Committee, in its sole
discretion, provided that the number of shares subject to any Stock Option shall
always be a whole number.
ARTICLE V
Eligibility
5.1 Eligible Shares. Stock Options may be granted only to
persons who, immediately prior to the Merger, hold a BHC Option, and only in
conversion of such BHC Options pursuant to the Merger Agreement and only in the
amounts determined under Section 6.2.
ARTICLE VI
Stock Options
6.1 Options. All Stock Options granted under this Plan shall
be non-qualified stock options (i.e., options that do not qualify as incentive
stock options under section 422 of the Code).
6.2 Grants. On the effective date of the Merger, each person
who, immediately prior to the Merger, holds a BHC Option shall in conversion of
such BHC Option be granted a Stock Option to purchase such number of shares of
Common Stock (with any fractional share being disregarded) as shall be equal to
the product of the number of shares of BHC Financial
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common stock subject to such BHC Option being converted multiplied by the
Conversion Ratio. No other Stock Options may be granted under the Plan.
6.3 Terms of Options. Stock Options granted under this Plan in
conversion of a BHC Option shall have the same terms and conditions as the BHC
Option being converted, provided, however, that:
(a) Option Price. The option price per share of
Common Stock purchasable upon exercise of a Stock Option shall be equal to the
quotient determined by dividing the option price per share of such BHC Option by
the Conversion Ratio, and rounding upward to the nearest full cent.
(b) Number of Shares. The number of shares of
Common Stock subject to the Stock Option shall be determined pursuant to Section
6.2.
(c) Exercisability. All Stock Options shall be
immediately exercisable.
(d) Method of Exercise. Stock Options may be
exercised in whole or in part at any time during the option term, by giving
written notice of exercise to the Company specifying the number of shares to be
purchased. Such notice shall be accompanied by payment in full of the purchase
price in such form as the Committee may accept. If and to the extent determined
by the Committee in its sole discretion at any time, payment in full or in part
may be made in the form of Common Stock duly owned by the Participant (and for
which the Participant has good title free and clear of any liens and
encumbrances) or by reduction in the number of shares issuable upon such
exercise based, in each case, on the Fair Market Value of the Common Stock on
the last trading date preceding payment. No shares of Common Stock shall be
issued until the Participant has given written notice of exercise, has paid for
such shares as provided herein, and, if requested, has given the representation
described in Section 9.1.
(e) Non-Transferability of Options. No Stock
Option shall be transferable by the Participant otherwise than by will or by the
laws of descent and distribution, to the extent consistent with the terms of the
Plan and the Option, and all Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant.
(f) Death. If a Participant ceased to be a
member of the Board of Directors of BHC Financial by reason of the Participant's
death prior to the Merger, the Stock Option may be exercised by the legal
representative of the Participant's estate until the expiration of the option
term of the BHC Option being converted.
(g) Disability. If a Participant ceased to be
a member of the Board of Directors of BHC Financial by reason of the
Participant's disability prior to the Merger, the Stock Option may be exercised
by the Participant until the expiration of the stated term of the BHC Option
being converted; provided, however, that, if the Participant dies, any
unexercised Stock
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Options held by such Participant at the time of death may thereafter be
exercised by the legal representative of the Participant's estate until the
expiration of the option term of such Stock Option.
(h) Other Termination. Except as otherwise
provided in subsections (f) and (g) above, the term of any Stock Option granted
hereunder in conversion of a BHC Option shall be for the lesser of six months or
until the expiration of the option term of the BHC Option being converted.
6.4 Rights as Shareholder. A Participant shall not have any
right as a shareholder with respect to any shares of Common Stock subject to
Stock Options until such Stock Options are exercised and stock certificates are
issued to the Participant.
ARTICLE VII
Termination or Amendment
7.1 Termination or Amendment of the Plan. The Board may at any
time amend, discontinue or terminate this Plan or any part thereof (including
any amendment deemed necessary to ensure that the Company may comply with any
regulatory requirement referred to in Article IX); provided, however, that,
unless otherwise required by law, the rights of a Participant with respect to
Stock Options granted prior to such amendment, discontinuance or termination,
may not be impaired without the consent of such Participant and, provided
further, without the approval of the Company's shareholders, no amendment may be
made which would (i) increase the number of shares of Common Stock for which
Stock Options may be granted under this Plan (except by operation of Section
4.2) or (ii) modify the requirements as to eligibility for participation in this
Plan.
7.2 Amendment of Options. The Committee may amend the terms of
any Stock Option theretofore granted, prospectively or retroactively, but,
subject to Article IV above, no such amendment or other action by the Committee
shall impair the rights of any holder without the holder's consent.
ARTICLE VIII
Unfunded Plan
8.1 Unfunded Status of Plan. This Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payment not yet made to a Participant by the Company, nothing
contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company.
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ARTICLE IX
General Provisions
9.1 Legend. The Committee may require each person purchasing
shares upon exercise of a Stock Option to represent to the Company in writing
that the Participant is acquiring the shares without a view to distribution
thereof. In addition to any legend required by this Plan, the certificates for
such shares may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.
All certificates for shares of Common Stock delivered
under the Plan shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is then listed, the Nasdaq Stock Market,
any applicable Federal or state securities law, and any applicable corporate
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
9.2 Other Plans. Nothing contained in this Plan shall prevent
the Board from adopting other or additional compensation arrangements, subject
to shareholder approval if such approval is required; and such arrangements may
be either generally applicable or applicable only in specific cases.
9.3 No Right to be a Director. Neither this Plan nor the grant
of any Stock Option hereunder in conversion of a BHC Option shall confer upon
any person the right to become a director of the Company or any of its
subsidiaries, or obligate the Company or any of its subsidiaries to nominate
such person for election to the Board of Directors by the shareholders.
9.4 No Assignment of Benefits. No Stock Option shall, except
as otherwise specifically required by law, be subject in any manner to
anticipation, alienation, attachment, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, attach, sell,
transfer, assign, pledge, encumber or charge any Stock Option shall be void.
9.5 Listing and Other Conditions.
(a) As long as the Common Stock is listed on a
national securities exchange or the Nasdaq National Market, the issue of any
shares of Common Stock upon exercise of a Stock Option shall be conditioned upon
such shares being listed on such exchange or Nasdaq. The Company shall have no
obligation to issue such shares unless and until such shares are so listed, and
the right to exercise any Stock Option shall be suspended until such listing has
been effected.
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(b) If at any time counsel to the Company shall
be of the opinion that any sale or delivery of shares of Common Stock upon
exercise of a Stock Option is or may in the circumstances be unlawful or result
in the imposition of excise taxes under the statutes, rules or regulations of
any applicable jurisdiction, the Company shall have no obligation to make such
sale or delivery, or to make any application or to effect or to maintain any
qualification or registration under the Securities Act of 1933, as amended, or
otherwise with respect to shares of Common Stock, and the right to exercise any
Stock Option shall be suspended until, in the opinion of said counsel, such sale
or delivery shall be lawful.
(c) Upon termination of any period of suspension
under this Section 9.5, any Stock Option affected by such suspension which shall
not then have expired or terminated shall be reinstated as to all shares
available before such suspension and as to shares which would otherwise have
become available during the period of such suspension, but no such suspension
shall extend the term of any Stock Option.
9.6 Governing Law. This Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
State of Wisconsin (regardless of the law that might otherwise govern under
applicable Wisconsin principles of conflict of laws).
9.7 Construction. Wherever any words are used in this Plan in
the masculine gender they shall be construed as though they were also used in
the feminine gender in all cases where they would so apply, and wherever any
words are used herein in the singular form they shall be construed as though
they were also used in the plural form in all cases where they would so apply.
9.8 Indemnification. Each member of the Committee and each
member of the Board shall be indemnified and held harmless by the Company
against and with respect to all damages, losses, obligations, liabilities,
liens, deficiencies, costs and expenses, including without limitation,
reasonable attorneys' fees and other costs incident to any suit, action,
investigation, claim or proceedings to which they may be a party by reason of
their performance of administrative functions and duties under the Plan. The
foregoing right to indemnification shall be in addition to such other rights as
the Committee member or Board member may enjoy as a matter of law or by reason
of insurance coverage of any kind. Rights granted hereunder shall be in addition
to and not in lieu of any right to indemnification to which the Committee member
or Board member may be entitled pursuant to the by-laws of the Company.
9.9 Costs. The Company shall bear all expenses incurred in
administering this Plan, including expenses related to the issuance of Common
Stock upon exercise of Stock Options granted hereunder.
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ARTICLE X
Term of Plan
10.1 Effective Date. The Plan shall be effective as of
the effective date of the Merger following adoption by the Board.
10.2 Termination. Termination of the Plan shall not affect
Stock Options granted before such date, which may continue to be exercisable
after the Plan terminates.
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May 30, 1997
Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53045
Fiserv, Inc.
Registration Statements on Form S-8
Dear Sirs:
I have acted as counsel to Fiserv, Inc., a Wisconsin
corporation (the "Company"), in connection with its Registration Statements on
Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933
(the "Act"), relating to the proposed issuance pursuant to the Fiserv, Inc.
Stock Option Plan for BHC, the Fiserv, Inc. Long Term Incentive Plan for BHC
and the Fiserv, Inc Stock Option Plan for BHC Directors, as well as pursuant to
the BHC Financial, Inc. Retirement and Savings Plan of shares of Common Stock,
$.01 par value (the "Shares"), of the Company.
In that connection, I have examined originals, or copies
certified or otherwise identified to my satisfaction of such documents,
corporate records and other instruments as I have deemed necessary or
appropriate for purposes of this opinion, including the Restated Articles of
Incorporation and By-Laws, as amended, of the Company.
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, validly issued,
fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to
each of the Registration Statements and to the reference to me under "Legal
Matters" in each Prospectus comprising a part of the Registration Statements. 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,
/S/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 Registration Statement of Fiserv, Inc. on Form S-8 of our report dated January 31, 1997, incorporated by reference in the Annual Report on Form 10-K of Fiserv, Inc. for the year ended December 31, 1996. /S/DELOITTE & TOUCHE LLP Deloitte & Touche LLP Milwaukee, Wisconsin May 30, 1997
INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement of Fiserv, Inc. on Form S-8 of our report dated February 14, 1997, except for Note 12, as to which the date is March 3, 1997, on our audits of the consolidated financial statements and financial statement schedules of BHC Financial, Inc. as of December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and 1994, which report is included in the Annual Report on Form 10-K of BHC Financial, Inc. for the year ended December 31, 1996. /S/COOPERS & LYBRAND L.L.P. Coopers & Lybrand L.L.P. 2400 Eleven Penn Center Philadelphia, Pennsylvania May 30, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ GEORGE D. DALTON
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George D. Dalton
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ LESLIE M. MUMA
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Leslie M. Muma
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ KENNETH R. JENSEN
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Kenneth R. Jensen
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ DONALD F. DILLON
- ------------------------
Donald F. Dillon
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ L. WILLIAM SEIDMAN
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L. William Seidman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 21st day of May, 1997.
/S/ GERALD J. LEVY
- --------------------
Gerald J. Levy
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as her true and lawful attorney-in-fact and agent,
with full power of substitution, for her and in her name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the day 21st of May, 1997.
/S/ THEKLA R. SHACKELFORD
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Thekla R. Shackelford
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Kenneth R. Jensen as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 covering
Common Stock of Fiserv, Inc., any or all amendments or post-effective amendments
to such Registration Statement, and to file the same, with all exhibits thereto,
and other documents therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the day 21st of May, 1997.
/S/ ROLAND D. SULLIVAN
- -----------------------------
Roland D. Sullivan