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Registration No. 333-________
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
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
(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)
Copy to:
Robert Coultas
Boylan, Brown, Code, Fowler, Vigdor & Wilson, LLP
2400 Chase Square
Rochester, New York 14604
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
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 4,100,000 shares $31.625 $129,662,500 $44,711.21
par value
________________________________________________________________________________
(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, 1996.
PART II
Information Not Required in Prospectus
Item 3. Incorporation of Documents by Reference.
_______ ________________________________________
Fiserv, Inc. ("Fiserv" or the "Company") hereby incorporates by
reference in this Registration Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
(c) The Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "Commission") on April 4, 1996.
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
_______ _________________________
The class of securities to be offered is registered under Section 12
of the Exchange Act.
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 15,375 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;
(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.
(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 23, 1996.
Fiserv Inc.
By: /S/ KENNETH R. JENSEN
______________________
Kenneth R. Jensen
Senior Executive Vice
President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
* Chairman of the Board and Director May 23, 1996
_________________ (Principal Executive Officer)
(George D. Dalton)
* President and Director May 23, 1996
________________
(Leslie M. Muma)
* Senior Executive Vice President, May 23, 1996
________________ Treasurer and Director (Principal
(Kenneth R. Jensen) Financial and Accounting Officer)
* Vice Chairman, President - May 23, 1996
________________ Information Technology, Inc.
(Donald F. Dillon)
* Director May 23, 1996
________________
(Gerald J. Levy)
* Director May 23, 1996
________________
(L. William Seidman)
* Director May 23, 1996
________________
(Thekla R. Shackelford)
* Director May 23, 1996
________________
(Roland D. Sullivan)
*By:/S/ KENNETH R. JENSEN
_________________________
(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)
EXHIBIT INDEX
Exhibit
Number Description
_________ ___________
4.1 Fiserv, Inc. Stock Option Plan
4.2* Form of Stock Option Agreement
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 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
(as amended through February 27, 1996)
Section 1. Purpose. The purpose of the Fiserv, Inc. Stock Option
Plan (the "Plan") is to promote the interest of Fiserv, Inc. (the "Company") and
its Subsidiaries (the Company and each such Subsidiary being herein each
referred to as a "Fiserv Group Company") by (a) providing an incentive to
employees, and to directors who are not employees, of the Fiserv Group Companies
which will attract, retain and motivate persons who are able to make important
contributions to the Company's growth, profitability and long-term success, and
(b) furthering the identity of interests of the Optionees with those of the
Company's shareholders through stock ownership opportunities. Options to be
issued under the Plan may be "incentive stock options" as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), or "non-qualified
stock options" ("NQSOs"), which do not qualify as "incentive stock options"
("ISOs"), but the Company makes no representation or warranty as to the
qualification of any Option as an incentive stock option under the Code.
Section 2. Definitions. For purposes of this Plan, the following
terms used herein shall have the following meanings, unless a different meaning
is clearly required by the context.
2.1 "Board of Directors" shall mean the Board of Directors of the
Company.
2.2 "Committee" shall mean the committee of the Board of Directors
referred to in Section 5 hereof.
2.3 "Common Stock" shall mean the Common Stock, $.01 par value, of
the Company.
2.4 "Non-Employee Director" shall mean a person who is a director of
the Company, but is not an employee of the Company, any of its
Subsidiaries or a Parent.
2.5 "Non-Employee Director Option" shall mean a NQSO granted pursuant
to the Plan to a person who, at the time of the grant, is a Non-
Employee Director.
2.6 "Option" shall mean any option granted to a person pursuant to
this Plan.
2.7 "Optionee" shall mean a person to whom an Option is granted under
this Plan.
2.8 "Parent" shall mean a "parent corporation" as defined in Section
424(e) of the Code.
2.9 "Subsidiary" shall mean a "subsidiary corporation" as defined in
Section 424(f) of the Code.
Section 3. Eligible Optionees.
3.1 Options may be granted hereunder to any employee of any Fiserv
Group Company. The Committee shall have the sole authority to
select employees to whom Options are to be granted hereunder.
3.2 Every individual who is a Non-Employee Director shall be granted
a Non-Employee Director Option to purchase 250 shares of Common
Stock immediately following every meeting of the Board of
Directors which he or she attended. In addition, immediately
following each annual meeting of shareholders at which such Non-
Employee Director is elected, such Non-Employee Director shall be
granted a Non-Employee Director Option to purchase 10,000 shares
of Common Stock. In the event the remaining shares available for
grant under the Plan are not sufficient to grant the Non-Employee
Director Options to each such Non-Employee Director at any time,
the number of shares subject to the Non-Employee Director Options
to be granted at such time shall be reduced proportionately. The
Committee shall not have any discretion with respect to the
selection of directors to receive Non-Employee Director Options
or the amount, the price or the timing with respect thereto. A
Non-Employee Director shall not be entitled to receive any
options under the Plan other than Non-Employee Director Options.
Section 4. Common Stock Subject to the Plan; Special Limitations.
4.1 The total number of shares of Common Stock for which Options may
be granted under this Plan shall not exceed in the aggregate
4,100,000 shares of Common Stock. The total number of shares of
Common Stock for which Options may be granted under this Plan in
any one fiscal year of the Company to any one person shall not
exceed in the aggregate 300,000 shares of Common Stock.
4.2 The shares of Common Stock that may be subject to Options granted
under this Plan may be either authorized and unissued shares or
shares reacquired at any time and now or hereafter held as
treasury stock as the Board of Directors may determine. In the
event that any outstanding Option expires or is cancelled or
terminated for any reason, the shares allocable to the
unexercised portion of such Option may again be subject to an
Option granted under this Plan.
Section 5. Administration of the Plan.
5.1 The Plan shall be administered by a committee of the Board of
Directors (the "Committee") and shall consist of not less than
three directors. All members of the Committee shall be both
"disinterested persons" within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934 and "outside directors"
within the meaning of Section 162(m) of the Code. The Committee
shall be appointed from time to time by, and shall serve at the
pleasure of, the Board of Directors. A majority of the members
of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum
is present and the acts approved in writing by all members
without a meeting shall be the acts of the Committee.
5.2 The Committee shall have the sole authority and discretion to
grant Options under this Plan and to determine the terms and
conditions of any such Option, including, without limitation, the
sole authority and discretion (i) to select the persons who are
to be granted Options hereunder, (ii) to determine the times when
Options shall be granted, (iii) to determine whether an Option
will be an ISO or a NQSO, (iv) to establish the number of shares
of Common Stock that may be issued under each Option and to
establish the option price therefor, (v) to determine the term of
each Option, (vi) to determine the time and the conditions
subject to which Options may be exercised in whole or in part,
(vii) to determine the form of consideration that may be used to
purchase shares of Common Stock upon exercise of any Option
(including the circumstances under which the Company's issued and
outstanding shares of Common Stock may be used by an Optionee to
exercise an Option), (viii) to determine whether to restrict the
sale or other disposition of the shares of Common Stock acquired
upon the exercise of an option (including the circumstances under
which shares of Common Stock acquired upon exercise of any Option
may be subject to repurchase by the Company) and, if so, whether
to waive any such restriction, (ix) to accelerate the time when
outstanding Options may be exercised, (x) to determine the
amount, if any, necessary to satisfy the Fiserv Group Company's
obligation to withhold taxes or other amounts, (xi) to determine
the fair market value of a share of Common Stock, (xii) with the
consent of the Optionee, to cancel or modify an Option, provided,
however, that such Option as modified would have been permitted
to have been granted under the Plan on the date of grant of the
original Option and provided, further, however, that in the case
of a modification (within the meaning of Section 424(h) of the
Code) of an ISO, such Option as modified would be permitted to be
granted on the date of such modification under the terms of the
Plan, and (xiii) to establish any other terms and conditions
applicable to any Option and to make all other determinations
relating to the Plan and Options not inconsistent with the
provisions of this Plan.
5.3 The Committee shall be authorized to interpret the Plan and may,
from time to time, adopt such rules and regulations, not
inconsistent with the provisions of the Plan, as it may deem
advisable to carry out the purpose of this Plan.
5.4 The interpretation and construction by the Committee of any
provision of the Plan, any Option granted hereunder or any option
agreement evidencing any such Option shall be final and
conclusive upon all parties. Any controversy or claim arising
out of or relating to the Plan or any Option shall be determined
unilaterally by the Committee, whose determination shall be final
and conclusive upon all parties.
5.5 Members of the Committee may vote on any matter affecting the
administration of the Plan or any agreement or the granting of
Options under the Plan.
5.6 All expenses and liabilities incurred by the Board of Directors
(or the Committee) in the administration of the Plan shall be
borne by the Company. The Board of Directors (or the Committee)
may employ attorneys, consultants, accountants or other persons
in connection with the administration of the Plan. The Company
and its officers and directors shall be entitled to rely upon the
advice, opinions or valuations of any such persons. No member or
former member of the Board of Directors (or the Committee) shall
be liable for any action, determination or interpretation taken
or made in good faith with respect to the Plan or any Option or
agreement hereunder.
Section 6. Terms and Conditions of Options.
Subject to the Plan, the terms and conditions of each Option granted
under the Plan shall be specified by the Committee and shall be set forth in an
option agreement between the Company and the Optionee in such form as the
Committee shall approve. The terms and conditions of any Option granted
hereunder need not be identical to those of any other Option granted hereunder.
The terms and conditions of each Option shall include the following:
(a) The option price shall be fixed by the Committee, provided,
however, that in the case of an ISO, the option price may not be
less than the fair market value of the shares of Common Stock
subject to the Option on the date the Option is granted, and
provided, further, however, that if at the time an ISO is
granted, the Optionee owns (or is deemed to own under Section
424(d) of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company, any
of its Subsidiaries or a Parent, the option price of such ISO
shall not be less than 110% of the fair market value of the
Common Stock subject to such ISO on the date of grant. The
option price of the shares of Common Stock subject to each Non-
Employee Director Option shall be equal to the fair market value
of the shares of Common Stock subject to such Option on the date
of grant.
(b) Options shall not be transferable otherwise than by will or the
laws of descent and distributions, and during an Optionee's
lifetime, an option shall be exercisable only by the Optionee or
the Optionee's legal guardian.
(c) The Committee shall fix the term of all Options (other than the
Non-Employee Director Options) granted pursuant to the Plan
(including the date on which such Option shall expire and the
conditions under which it terminates earlier), provided, however,
that the term of an ISO may not exceed ten years from the date
such Option is granted, and provided, further, however, that if
at the time an ISO is granted, the Optionee owns (or is deemed to
own under Section 424(d) of the Code) stock possessing more than
10% of the total combined voting power of all classes of stock of
the Company, any of its Subsidiaries or a Parent, the term of
such ISO may not exceed five years from the date of grant. Each
Option (other than a Non-Employee Director Option) shall be
exercisable in such amount or amounts, under such conditions, and
at such times or intervals or in such installments as shall be
determined by the Committee. The Committee may, in its sole
discretion, establish a vesting provision for any Option (other
than a Non-Employee Director Option) relating to the time or the
circumstances when the Option may be exercised by the Optionee.
(d) Subject to earlier termination as hereinafter provided, each Non-
Employee Director Option shall be exercisable for a term of ten
years commencing on the date of grant. A Non-Employee Director
Option shall vest and become exercisable as to 20% of the
aggregate number of shares subject to the Non-Employee Director
Option on the first anniversary of the date of grant and as to an
additional 20% on each of the next four anniversaries of such
date, provided, however, that all Non-Employee Director Options
shall vest immediately if the Non-Employee Director is terminated
as a director of the Company within 36 months following the
acquisition by a person or persons acting in concert (i.e., a
"group" within the meaning of the Securities Exchange Act of
1934, as amended) of beneficial ownership of more than 50% of the
outstanding capital stock of the Company. The Non-Employee
Director Option shall terminate 30 days after the Optionee shall
cease to be a director of the Company (but not after the date the
Option would otherwise expire), provided, however, that if the
Non-Employee Director is terminated as a director of the Company
for cause, such Non-Employee Director Option shall terminate
immediately. The Non-Employee Director Option shall not be
affected by the Optionee becoming an employee of the Company, any
of its Subsidiaries or a Parent.
(e) In the event that any Fiserv Group Company is required to
withhold any Federal, state or local taxes or other amounts in
respect of any income realized by the Optionee in respect of an
Option granted hereunder, in respect of any shares acquired
pursuant to the exercise of an Option or in respect of the
disposition of an Option or any shares acquired pursuant to the
exercise of an Option, the Company may deduct (or require the
Fiserv Group Company to deduct) from any payments of any kind
otherwise due to such Optionee the aggregate amount of such
Federal, state or local taxes and other amounts required to be so
withheld. Alternatively, the Company may require such Optionee
to pay to the Company in cash, promptly on demand, or make other
arrangements satisfactory to the Company regarding payment to the
Company of, the aggregate amount of any such taxes and other
amounts.
(f) The aggregate fair market value (determined at the time the
Option is granted) of the shares of Common Stock for which an
eligible employee may be granted ISOs under the Plan or any other
plan of the Company, any of its Subsidiaries or a Parent which
are exercisable for the first time by such employee during any
calendar year shall not exceed $100,000. Such limitation shall
be applied by taking ISOs into account in the order in which they
were granted. Any Option (or portion thereof) granted in excess
of such amount shall be treated as an NQSO.
(g) In no case may a fraction of a share be exercised or acquired
pursuant to the Plan.
Section 7. Adjustments. In the event that, after the adoption of the
Plan by the Board of Directors, the outstanding shares of the Company's Common
Stock shall be 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 dividends payable
in Common Stock or the like, the number and kind of shares of stock and the
price per share subject to the unexercised portion of any outstanding Option,
the number and kind of shares of Stock subject to the Plan, the number and kind
of shares of Stock subject to future grants of Options to Non-Employee Directors
and the maximum number of shares which may be granted to a person in any fiscal
year shall be appropriately adjusted by the Board of Directors, and such
adjustment shall be effective and binding for all purposes of this Plan. Such
adjustment may provide for the elimination of fractional shares which might
otherwise be subject to Options without payment therefor.
Section 8. Effect of the Plan on Employment Relationship. Neither
this Plan nor any Option granted hereunder shall be construed as conferring upon
any Optionee any right to continue in the employ of any Fiserv Group Company or
limit in any respect any right of any Fiserv Group Company to terminate such
Optionee's employment at any time without liability.
Section 9. Amendment of the Plan. The Board of Directors may amend
the Plan from time to time as it deems desirable, provided, however, that,
without the approval of the holders of a majority of the outstanding stock of
the Company present, or represented, and entitled to vote at any meeting duly
held in accordance with the applicable laws of the State of Wisconsin, the Board
of Directors may not (a) increase the maximum number of shares of Common Stock
for which Options may be granted under this Plan (other than increases due to
adjustment in accordance with Section 7 hereof), (b) materially increase the
benefits accruing to participants under the Plan or (c) change the eligibility
requirements to receive Options hereunder. Notwithstanding the foregoing, the
provisions regarding the selection of directors for participation in, and the
amount, the price or the timing of, Non-Employee Director Options shall not be
amended more than once every six months, other than to comport with changes in
the Code, the Employee Retirement Income Security Act or the rules thereunder.
Section 10. Termination of the Plan. The Board of Directors may
terminate the Plan at any time. No Option may be granted hereunder after
termination of the Plan. No ISO may be granted under the Plan more than ten
years after the date on which the Plan was adopted. The termination or
amendment of the Plan shall not alter or impair any rights or obligations under
any Option theretofore granted under the Plan, without the consent of the
Optionee.
Section 11. Effective Date of the Plan. This Plan (as amended and
restated) will become effective on the date on which it is approved by the Board
of Directors. This Plan (as amended and restated) is subject to approval by the
holders of the majority of the outstanding stock of the Company present, or
represented, and entitled to vote at the next meeting duly held in accordance
with the applicable laws of the State of Wisconsin. No Option granted hereunder
may be exercised prior to such approval, provided, however, that the date of
grant of any Option shall be determined as if the Plan had not been subject to
such approval. Notwithstanding the foregoing, if the Plan (as amended and
restated) is not approved by a vote of shareholders within 12 months after it is
adopted by the Board of Directors, the amendment shall be null and void, the
Plan as in effect prior to such amendment and restatement shall continue in full
force and effect and any Options granted pursuant to such amendment and
restatement shall terminate.
Section 12. Governing Law. This Plan, the Options and all related
matters shall be governed by, and construed in accordance with, the laws of the
State of Wisconsin, without regard to choice of law provisions. Neither the
Plan nor any agreement pursuant to the Plan shall be construed or interpreted
with any presumption against any Fiserv Group Company by reason of the Fiserv
Group Company having drafted or adopted the Plan or agreement. The invalidity,
illegality or unenforceability of any provision in the Plan or in any agreement
pursuant to the Plan shall not affect the validity, legality or enforceability
of any other provision, all of which shall be valid, legal and enforceable to
the fullest extent permitted by applicable law.
FISERV, INC.
EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT
Employee/Optionee______________________________ Date____________________
Number of Shares of Common Stock Subject To This Agreement__________
Pursuant to the Fiserv, Inc. Stock Option Plan (the "Plan"), the Compensation
Committee of the Board of Directors (the "Committee") of Fiserv, Inc. (the
"Company") has granted to you on this date an option (the "Option") to purchase
the number of shares of the Company's Common Stock, $.01 par value (the "Common
Stock"), set forth above. Such number of shares (as such may be adjusted as
described in Section 9(a) below) is herein referred to as the "Option Shares".
The terms and conditions of the Option are set out below.
The Option is intended to be (and will be treated as) a "non-qualified stock
option" for Federal income tax purposes. The Option will not be treated either
by you or the Company as an "incentive stock option", as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
1. Date of Grant. This Option is granted to you on the date first above
written (the "Date of Grant").
2. Termination of Option. Your right to exercise this Option (and to
purchase the Option Shares) shall expire and terminate in all events
on the earlier of (i) the close of business on the tenth anniversary
of the Date of Grant, or (ii) the date provided in Section 6 hereof.
3. Option Price. The purchase price to be paid upon the exercise of this
Option will be $______ per share, being at least equal to the fair
market value of such shares on the date hereof.
4. Provisions Relating to Exercise.
(a) Commencing on _______________, you will become entitled to
exercise this Option with respect to 20% of the Option Shares.
Commencing on each of the four succeeding anniversaries of
______________, you will become entitled to exercise this Option
with respect to an additional 20% of the Option Shares.
(b) Once you become entitled to exercise this Option (and purchase
Option Shares) as provided in Section 4(a) hereof, that right
will continue until
the date on which this Option expires and terminates pursuant to
Section 2 hereof. The right to purchase Option Shares under this
Option is cumulative, so that if the full number of Option Shares
purchaseable in a period shall not be purchased, the balance may
be purchased at any time or from time to time thereafter during
the term of the Option.
(c) The Committee, in its sole discretion, may at any time accelerate
the time at which this Option may be exercised by you with
respect to any Option Shares.
5. Exercise of Option. To exercise the Option, you must deliver a
completed copy of the attached Option Exercise form to the Company at
its then principal office (presently 255 Fiserv Drive, Brookfield, WI
53045, Attn: Corporate Controller), specifying the number of Option
Shares being purchased as a result of such exercise, together with
payment of the full option price for the Option Shares being
purchased. Payment of the option price must be made in cash or by
check. In no event may a fraction of a share be exercised or
acquired.
6. Termination of Employment.
(a) In the event that you cease to be employed on a full-time basis
by the Company or any Subsidiary of the Company for any reason
other than because of your retirement at or after age 65, death
or "disability" (within the meaning of Section 22(e)(3) of the
Code), this Option may be exercised, to the same extent that you
are entitled to exercise this Option on the date you cease to be
so employed and had not previously done so, within one month
after you cease to be so employed, but not thereafter. If you
die within a period of one month after ceasing to be employed on
a full-time basis by the Company or any Subsidiary of the Company
for any reason other than such "disability", this Option may only
be exercised to the same extent that you were entitled to
exercise this Option immediately prior to the time of your death,
and you had not previously done so, by the executor or
administrator of your estate or by any person who shall have
acquired the Option through bequest or inheritance, within one
year after your death, but not thereafter.
(b) In the event that you cease to be employed on a full time basis
by the Company or any Subsidiary of the Company by reason of your
retirement at or after age 65 or your "disability" (as so
defined), this Option may be exercised to the same extent that
you were entitled to exercise this Option on the date you ceased
to be so employed, and had not previously done so, within one
year after the date you cease to be so employed, but not
thereafter, provided, however, that if you die within a period of
one year after ceasing to be employed on a full time basis by the
Company or any Subsidiary of the Company by reason of such
retirement or such "disability", this Option may only be
exercised to the same extent that you were entitled to exercise
this Option immediately prior to the time of your death, and you
had not previously done so, by the executor or administrator of
your estate or by any person who shall have acquired the Option
through bequest or inheritance, within one year after your death,
but not thereafter.
(c) In the event that you die while employed on a full-time basis
with the Company or any Subsidiary of the Company, this Option
may only be exercised to the same extent that you were entitled
to exercise this Option immediately prior to the time of your
death and you had not previously done so, by the executor or
administrator of your estate or by any person who shall have
acquired the Option through bequest or inheritance, within one
year after your death, but not thereafter.
(d) Notwithstanding the foregoing, in the event that your employment
was terminated either for cause or without the consent of the
Company, this Option shall terminate immediately.
(e) Notwithstanding any provision contained in this Section 6 to the
contrary, in no event may this Option be exercised to any extent
by anyone after the tenth anniversary of the Date of Grant.
7. Securities Representations. You acknowledge receipt of the Prospectus
forming a part of the Registration Statement on Form S-8 (Registration
No. 33-_____) filed by the Company with the Securities and Exchange
Commission. You understand that if you are an officer, director, 10%
shareholder or are otherwise an "affiliate" (within the meaning of
Rule 405 under the Securities Act of 1933) of the Company, you may not
re-sell any shares acquired pursuant to the exercise of this Option
except pursuant to a Registration Statement meeting the requirements
of the Securities Act of 1933 or an exemption from the registration
requirements of such Act. You represent and agree that you will
comply with all applicable laws relating to the Plan and the grant and
exercise of this Option and the disposition of the Option Shares,
including without limitation federal and state securities and "blue
sky" laws.
The Company may affix appropriate legends upon the certificates for
the Option Shares and may issue such "stop transfer" instructions to
its transfer agent in respect of such shares as it determines, in its
discretion, to be necessary or appropriate to (a) prevent a violation
of, or to perfect an exemption from, the registration requirements of
the Securities Act, or (b) implement the provisions of the Plan or any
agreement between the Company and you with respect to such Option
Shares.
8. Tax Representations. You represent and warrant that you understand
the Federal, state and local income tax consequences of the granting
of this Option to you, the exercise of this Option and purchase of
Option Shares and the subsequent sale or other disposition of any
Option Shares. In addition, you understand and agree that, when you
exercise the Option and thereby realize gross income (if any) taxable
as compensation in respect of such exercise, the Company will be
required to withhold Federal, state and local taxes on the full amount
of the compensation income realized by you and may also be required to
withhold other amounts as a result of such exercise. Accordingly, at
or prior to the time that you exercise the Option, you hereby agree to
provide the Company with cash funds equal to the total federal, state
and local taxes and other amounts required to be withheld by the
Company or its Subsidiary in respect of any such compensation income
or make other arrangements satisfactory to the Company regarding such
payment. All matters with respect to the total amount to be withheld
as a result of the exercise of this Option shall be determined by the
Committee in its sole discretion.
9. General Provisions.
(a) If the total outstanding shares of Common Stock of the Company
shall be 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 dividends payable in Common Stock, or
the like, then the number and kind of Option Shares (and option
price per share) subject to the unexercised portion of this
Option shall be appropriately adjusted by the Board of Directors
of the Company, whose determination shall be effective and
binding. Such adjustment may provide for the elimination of
fractional shares which might otherwise be subject to the Option
without payment therefor.
(b) Neither the Plan nor this Option shall confer upon you any right
to continue to be employed by the Company or any Subsidiary of
the Company or limit in any respect any right of the Company or
any Subsidiary of the Company to terminate your employment at any
time, without liability.
(c) This Agreement contains the entire agreement between the Company
and you relating to the Option and supersedes all prior
agreements or understandings relating thereto.
(d) This Agreement may not be amended, changed or waived other than
by written instrument signed by the parties hereto.
(e) If any one or more provisions of this Agreement shall be found to
be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions
hereof shall not in any way be affected or impaired thereby.
(f) This Agreement shall be governed by and construed in accordance
with the laws of the State of Wisconsin, without regard to
conflict of law provisions.
(g) The Company and you agree that they will both be subject to and
bound by all of the terms and conditions of the Plan, a copy of
which is available for inspection at the corporate offices of the
Company and made a part hereof. Any capitalized term not defined
herein shall have the meaning ascribed to it in the Plan. In the
event of a conflict between the terms of this Agreement and the
terms of the Plan, the terms of the Plan shall govern.
(h) This Option is not transferable otherwise than by will or the
laws of descent and distribution and may be exercised, during
your lifetime, only by you or your legal representatives.
(i) This Agreement shall be binding upon and inure to the benefit of
any successor or assign of the Company and to any heir,
distributee, executor, administrator or legal representative
entitled by law to your rights hereunder.
(j) You shall not have the rights of a shareholder with respect to
any shares of Common Stock to be acquired upon exercise of this
Option until the stock certificate representing such shares is
issued.
Please acknowledge acceptance of this Agreement by signing the enclosed
copy of this Agreement in the space provided below and returning it promptly to
Kenneth R. Jensen.
FISERV, INC.
By:_________________________________
Senior Executive Vice President
Accepted and Agreed to:
_____________________________
Signature of Optionee/Employee
_____________________________
Street Address
_____________________________
City State Zip Code
Fiserv, Inc.
NON-QUALIFIED STOCK OPTION EXERCISE FORM
I, , do hereby exercise the right to purchase
______ shares of Common Stock, $.01 par value, of Fiserv, Inc. pursuant to the
Non-Qualified Stock Option granted to me on ______________________. Attached
hereto is my check in the amount of $_______, in payment of the aggregate
exercise price of such shares ($_______) and taxes and other amounts required to
be withheld ($_______), together with the computation thereof.
My Social Security Number is ______________________________.
Date:__________________________ Signature:_________________________________
_________________________________
(Address)
Send a completed copy of this
Option Exercise Form to the Company
at its then principal office, presently:
Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53045
Attn: Corporate Controller
May 23, 1996
Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53034
Fiserv, Inc.
Registration Statement on Form S-8
Dear Sirs:
I have acted as counsel for Fiserv, Inc., a Wisconsin corporation ("Fiserv"),
in connection with its Registration Statement on Form S-8 (the "Registration
Statement"), filed under the Securities Act of 1933 (the "Act"), relating to
the proposed sales of up to 4,100,000 shares of its Common Stock, $.01 par value
(the "Shares"), pursuant to the Fiserv, Inc. Stock Option Plan.
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 Articles of Incorporation, as amended, and By-Laws, as
amended, of Fiserv.
Based upon the foregoing, I am of the opinion that:
1. Fiserv has been duly organized and is validly existing as a corporation
under the laws of the State of Wisconsin.
2. The Shares have been duly authorized and are validly issued and fully paid
and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to me under "Legal Matters'' in the Information
Statement comprising a part of the Registration Statement. By giving the
foregoing consent, I do not admit that I come within the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
/S/ CHARLES W. SPRAGUE
Charles W. Sprague
Executive Vice President,
General Counsel and Secretary
Attachments
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 February 2, 1996, incorporated by reference in the Annual Report on Form 10-K of Fiserv, Inc. for the year ended December 31, 1995. /S/ DELOITTE & TOUCHE LLP Deloitte & Touche LLP Milwaukee, Wisconsin May 23, 1996
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 23rd day of May, 1996.
/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 23rd day of May, 1996.
/S/ WILLIAM S. SEIDMAN
William S. 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 23rd day of May, 1996.
/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 23rd day of May, 1996.
/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 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 23rd day of May, 1996.
/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 23rd day of May, 1996.
/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 23rd day of May, 1996.
/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 20th day of May, 1996.
/S/ ROLAND D. SULLIVAN
Roland D. Sullivan