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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
(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 46,347 shares $38.1875 $1,769,877 $536.33
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 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
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
ARTICLE I
Purpose
The purpose of this Stock Option Plan for BHC (the "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 senior
officer, senior manager or key employee of BHC Financial or its subsidiaries
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 1992 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 a committee of the Board consisting of
two or more directors, each of whom is 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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"Designated Subsidiary" of a corporation shall mean a
subsidiary of the corporation as designated from time to time by the Board, 80
percent or more of the voting capital stock of which is owned, directly or
indirectly, by such corporation.
"Disability" shall mean "total disability" as defined in BHC
Financial's long term disability plan, as in effect immediately prior to the
Merger.
"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 for exchange, quoted on an automated quotation
system sponsored by a national securities association, or, if there are no such
reported sales for such date, Fair Market Value shall mean the mean of such high
and low sales prices on the last date on which there were such sales.
"Incentive Stock Option" shall mean any Stock Option granted
under this Plan in conversion of a BHC Option that was intended to be and
designated as an "Incentive Stock Option" within the meaning of section 422 of
the Code.
"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.
"Non-Qualified Stock Option" shall mean any Stock Option
granted under this Plan in conversion of a BHC Option that is not an Incentive
Stock Option.
"Participant" shall mean a person to whom a Stock Option has
been granted pursuant to this Plan in conversion of a BHC Option.
"Retirement" shall mean termination of employment by an
employee who is at least 55 years of age after at least 5 years of employment by
the Company, BHC Financial, and/or any of their Designated Subsidiaries.
"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.
"Termination of employment" shall mean a termination of
employment service for reasons other than a military or personal leave of
absence granted by the Company.
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ARTICLE III
Administration
3.1 The Committee. The Plan shall be administered and
interpreted by the Committee.
3.2 Grant of Stock Options. The Committee shall have the
authority:
(a) to grant Stock Options pursuant to the terms
of the Plan in conversion of a BHC Option pursuant to the Merger Agreement, and
(b) to determine whether and under what
circumstances a Stock Option may be settled in cash and/or stock under Section
6.4(k).
3.3 Guidelines. 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 this 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 granted in the manner and to the extent it shall deem
necessary to carry out the purpose of this Plan.
3.4 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 or any Stock Option granted under this Plan (and any
agreements relating thereto) shall be final, binding and conclusive on the
Company and all Participants and their respective heirs, executors,
administrators, successors and assigns.
ARTICLE IV
Share Limitation
4.1 Shares. The maximum aggregate number of shares of Common
Stock for which Stock Options may be granted under the Plan is 46,347,
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
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maximum aggregate number of shares for which Stock Options may be granted under
this Plan, in the number and option price of shares subject to outstanding
Options granted under this Plan, 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 Stock Options may be granted only to persons who,
immediately prior to the Merger, hold a BHC Option, and only in conversion of a
BHC Option pursuant to the Merger Agreement.
ARTICLE VI
Award of Stock Options
6.1 Options. Each Stock Option granted under this Plan
shall be either an Incentive Stock Option or a Non-Qualified Stock Option.
6.2 Grants. On the effective date of the Merger, the Committee
shall grant to each person who holds a BHC Option in conversion of such BHC
Option 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 common stock subject to such BHC Option being
converted multiplied by the Conversion Ratio. No other Stock Option may be
granted under the Plan.
6.3 Incentive Stock Options. Anything in the Plan to the
contrary notwithstanding, no term of this Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be exercised, so as to disqualify the Plan
under section 422 of the Code, or, without the consent of the Participants
affected, to disqualify any Incentive Stock Option under such section 422.
6.4 Terms of Options. Stock Options granted under this
Plan in conversion of a BHC Option shall be subject to 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 under 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.
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(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) Option Term. The term of each Stock Option
shall be for the remaining term of the BHC Option being converted, subject to
earlier termination as provided herein or in the BHC Option.
(d) Exercisability. All Stock Options shall be
immediately exercisable.
(e) 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 also 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 stock. No shares
of Common Stock shall be issued until payment, as provided herein, therefor has
been made. A Participant shall generally have the rights to dividends or other
rights of a shareholder with respect to shares subject to the Option when the
optionee 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.
(f) 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.
(g) Termination by Death. Subject to Subsection
(k), if a Participant's employment by the Company or a Designated Subsidiary of
the Company terminates by reason of the Participant's death, any Stock Option
held by such Participant 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) Termination by Reason of Disability.
Subject to Subsection (k), if a Participant's employment by the Company or a
Designated Subsidiary of the Company terminates by reason of the Participant's
Disability, any stock Option held by such Participant may thereafter be
exercised by the Participant until the expiration of the stated term of such
Stock Option; provided, however, that, if the Participant dies before the Stock
Option is exercised, any unexercised Stock Option held by such Participant shall
thereafter be exercisable by the legal representative of the Participant's
estate until the expiration of the option term of such Stock Option. In the
event of termination of employment by reason of the Participant's Disability, if
an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of section 422 of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.
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(i) Termination by Reason of Retirement.
Subject to Subjection (k), if a Participant's employment by the Company or a
Designated Subsidiary of the Company terminates by reason of the Participant's
Retirement, any Stock Option held by such Participant may thereafter be
exercised by the Participant until the expiration of the option term of such
Stock Option; provided, however, that, if the Participant dies after Retirement
but before the Stock Option is exercised, any unexercised Stock Option held by
such Participant shall thereafter be exercisable by the legal representative of
the Participant's estate until the expiration of the option term of such Stock
Option. In the event of termination of employment by reason of the Participant's
Retirement, if an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of the Code, such
Stock Option will thereafter be treated as a Non-Qualified Stock Option.
(j) Other Termination. Unless otherwise
determined by the Committee at any time, if a Participant's employment by the
Company or a Designated Subsidiary of the Company terminates for any reason
other than the Participant's death, Disability or Retirement, the Stock Option
shall thereupon terminate, except that such Stock Option may be exercised for
the lesser of three months or the balance of such Stock Option's term if the
Participant is involuntarily terminated without cause.
(k) Buyout and Settlement Provisions. The
Committee may at any time offer to buy out a Stock Option previously granted,
based on such terms and conditions as the Committee shall establish and
communicate to the Participant at the time that such offer is made. In addition,
if the Stock Option agreement so provides or is amended prior to exercise to so
provide (with the Participant's consent), the Committee may require that all or
part of the shares to be issued with respect to the spread value of an exercised
Stock Option take the form of performance shares or restricted stock, which
shall be valued on the date of exercise on the basis of the fair market value of
such performance shares or restricted stock determined without regard to the
deferral limitations and/or forfeiture restrictions involved.
6.6 Rights as Shareholders. Unless otherwise determined by the
Committee, a Participant shall not have any right as a shareholder with respect
to any shares subject to his Stock Options until the issuance of stock
certificates to him or her for such shares.
ARTICLE VII
Termination or Amendment of the Plan
7.1 Termination or Amendment.
(a) 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
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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 stockholders, no amendment may be made
which would (i) increase the aggregate 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) change the definition of persons eligible to be granted
Stock Options under this Plan.
(b) The Committee may amend the terms of any
Stock Options 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 of 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.
ARTICLE IX
General Provisions
9.1 Legend. The Committee may require each person purchasing
shares pursuant to a Stock Option under the Plan to represent to and agree with
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, 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.
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9.3 No Right to Employment. Neither this Plan nor the grant of
any Stock Option hereunder in conversion of a BHC Option shall give any
Participant or other employee any right with respect to continuance of
employment by the Company or any of its subsidiaries, nor shall there be a
limitation in any way on the right of the Company or any subsidiary by which an
employee is employed to terminate his employment at any time.
9.4 Withholding of Taxes. The Company shall have the right to
deduct from any payment to be made pursuant to this Plan, or to otherwise
require, prior to the issuance or delivery of any shares of Common Stock or the
payment of any cash hereunder, payment by the Participant of any Federal, state
or local taxes required by law to be withheld. The Committee may permit any such
withholding obligation to be satisfied by reducing the number of shares of
Common Stock otherwise deliverable. Any fraction of a share of Common Stock
required to satisfy such tax obligation shall be disregarded and the amount due
shall be paid instead in cash by the Participant.
9.5 No Assignment of Benefits. No Stock Option granted under
this Plan 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 such benefit shall be
void, and any such benefit shall not in any manner be liable for or subject to
the debts, contracts, liabilities, engagements or torts of any person who shall
be entitled to such benefit, nor shall it be subject to attachment or legal
process for or against such person.
9.6 Listing and Other Conditions.
(a) If and as long as the Common Stock is listed
on national securities exchange or system sponsored by a national securities
association, the issue of any shares of Common Stock pursuant to a Stock Option
shall be conditioned upon such shares being listed on such exchange or system.
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 with respect to
such shares shall be suspended until such listing has been effected.
(b) If at any time counsel to the Company shall
be of the opinion that any sale or delivery of shares of Common Stock pursuant
to an 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 9.6, 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
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have become available during the period of such suspension, but no such
suspension shall extend the term of any Stock Option.
9.7 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).
9.8 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.
9.9 Indemnification. Each member of the Committee or director
of the Company 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
attorney's fees and other costs incident to any suit, action, investigation,
claim or proceedings to which he may be a party by reason of his 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 other person 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 rights to indemnification to which the Committee member or other
person may be entitled pursuant to they by-laws of the Company.
9.10 Other Benefits. No Stock Option granted or payment upon
exercise of any Stock Option under this Plan shall be deemed compensation for
purposes of computing benefits under any retirement plan of the Company or its
subsidiaries nor shall it affect any benefits under any other benefit plan now
or subsequently in effect under which the availability or amount of benefits is
related to the level of compensation.
9.11 Costs. The Company shall bear all expenses incurred in
administering this Plan, including expenses of issuing Common Stock pursuant to
any Stock Option granted hereunder.
ARTICLE X
Effective Date of Plan
The Plan shall be effective as of the effective date of the
Merger following adoption by the Board.
-9-
ARTICLE XI
Termination of the Plan
Stock Options granted on or before the termination of the Plan
shall continue to be exercisable in accordance with their terms.
-10-
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
- ------------------------
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
- --------------------
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
- ------------------------
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
- -------------------------
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
- -----------------------------
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