View:
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)
BHC Financial, Inc.
Retirement & Savings 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)
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 25,000 shares $38.1875 $954,688 $289.30
par value
- --------------------------------------------------------------------------------
(1) The number of shares of Common Stock to be registered may be adjusted
in accordance with the provisions of the Plan in the event that, during the
period the 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 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 BHC Financial, Inc. Retirement & Savings Plan 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
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
----------------------
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
----------------
(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
----------------
(Gerald J. Levy)
* Director May 30, 1997
----------------
(L. William Seidman)
* Director May 30, 1997
----------------
(Thekla R. Shackelford)
* Director May 30, 1997
----------------
(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 BHC Financial, Inc. Retirement and Savings Plan
(Incorporated by reference to Exhibit 4.1 to BHC
Financial, Inc.'s registration statement on Form S-1,
File No. 33-46492)
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
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