<PAGE>
As filed with the Securities and Exchange Commission on April 9, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
FIRST USA PAYMENTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 7389 75-2634185
(State or other (Primary standard (I.R.S. employer
jurisdiction industrial classification identification number)
of incorporation or code number)
organization)
1601 Elm Street
Suite 800
Dallas, Texas 75201
(214) 849-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DAVID W. TRUETZEL
Chief Financial Officer
First USA Paymentech, Inc.
1601 Elm Street
Suite 800
Dallas, Texas 75201
(214) 849-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
PHILIP E. TAKEN, ESQ.
Senior Vice President and
General Counsel
First USA Paymentech, Inc.
1601 Elm Street
Suite 4700
Dallas, Texas 75201
(214) 849-2000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
-------------------------
If any of the securities being registered on this Form are being offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of each class of Amount to be registered Proposed maximum offering Proposed maximum Amount of registration fee
securities to be registered price per unit (1) aggregate offering price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 4,000,000 $24.0625 $96,250,000 $29,166.67
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the price is estimated solely for the purpose of
calculating the registration fee and is based on the average of high and low
reported sales prices of the Common Stock of the Registrant on the New York
Stock Exchange on April 4, 1997.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file an amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
================================================================================
<PAGE>
PROSPECTUS
- ----------
4,000,000 SHARES
FIRST USA PAYMENTECH, INC.
COMMON STOCK
------------
This Prospectus constitutes a prospectus of First USA Paymentech, Inc., a
Delaware corporation (the "Company"), with respect to up to 4,000,000 shares of
common stock, par value $.01 per share (the "Common Stock"), which may be
offered and issued by the Company from time to time in connection with future
acquisitions of assets or securities of companies in the financial services
industry, including companies or assets relative to credit card transaction
processing or related services, credit card accounts or other ancillary or
related businesses. The consideration for the acquisition of such assets or
securities may consist of cash, the assumption of liabilities and the shares of
Common Stock being registered hereby, or any combination thereof, as determined
pursuant to arms-length negotiations between the Company and the sellers of the
assets or securities to be acquired. It is anticipated that the shares of Common
Stock issued in any such acquisitions will be valued at a price reasonably
related to the then current market value of the Common Stock.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT
AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is April __, 1997.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are hereby incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996.
(2) The Company's Quarterly Report on Form 10-Q for the quarters ended
September 30, 1996 and December 31, 1996.
(3) The Company's Report on Form 8-K/A filed on October 18, 1996 and on
Form 8-K filed on January 28, 1997.
(4) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on February 23, 1996, including any
amendments or reports filed for the purpose of updated such description.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") after the date of this Prospectus and prior to the
termination of the offering of Common Stock hereunder shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
filing date of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is incorporated or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Subject to the foregoing, all information appearing in this Prospectus is
qualified in its entirety by the information appearing in the documents
incorporated herein by reference.
The Company will provide a copy of the documents incorporated by reference
herein (other than exhibits to such documents) without charge to each person to
whom this Prospectus is delivered, upon written or oral request by such person.
Requests should be addressed to the Corporate Affairs and Investor Relations
Department of First USA Paymentech, Inc., 1601 Elm Street, 47th Floor, Dallas,
Texas 75201.
2
<PAGE>
THE COMPANY
First USA Paymentech, Inc. (the "Company"), a 57% owned indirect subsidiary
of First USA, Inc. ("First USA"), is a Delaware corporation, which engages in
the credit card industry primarily as a payment processor of credit and debit
card transactions. According to published industry sources, the Company is the
third largest payment processor of credit and debit card transactions in the
United States. In addition, the Company markets and issues commercial cards to
businesses and other entities. Commercial cards facilitate centralized business-
to-business payment procedures and reporting, replacing traditional direct
payment methods. The Company also provides third-party credit and debit
authorization services to financial institutions, sales agents and the Company's
direct merchants. During the six months ended December 31, 1996, the Company
processed approximately $20.1 billion in sales volume in approximately 605
million total transactions.
3
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth selected consolidated financial information
of the Company as of and for the preceding five fiscal years ended June 30, 1996
and as of and for the six month periods ended December 31, 1996 and 1995. The
selected consolidated financial data for the preceding five fiscal years ended
June 30, 1996 have been derived from the Company's audited Consolidated
Financial Statements and Notes thereto. The selected consolidated financial data
for the six month periods ended December 31, 1996 and 1995 are unaudited and, in
the opinion of management, reflect all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation for such
periods. The results of operations for the six months ended December 31, 1996
are not necessarily indicative of the results that may be expected for the
entire fiscal year. The information set forth below should be read in
conjunction with the Company's Consolidated Financial Statements and Notes
thereto and other financial information incorporated by reference into this
Prospectus.
<TABLE>
<CAPTION>
Six Months Ended
Fiscal Year Ended June 30, December 31,
-------------------------------------------------------------- -------------------------
(In thousands, except per share data) 1996 1995 1994 1993 1992 1996 1995
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Income Data:
Net revenue $ 121,232 $ 86,628 $ 63,749 $ 51,287 $ 44,611 $ 90,040 $ 55,761
Salaries and employee benefits 38,753 31,051 19,028 15,618 14,482 23,705 17,763
Data processing and communications 26,951 20,825 17,244 13,627 10,604 18,897 13,147
Occupancy and equipment 6,314 4,379 2,831 2,753 2,419 3,979 2,938
Depreciation and amortization 7,669 4,210 1,794 1,275 1,094 8,684 3,209
Other 20,530 16,263 14,335 12,210 10,439 11,192 10,858
Merger, integration and impairment -- -- -- -- -- 15,544 --
------------ ------------ ------------ ------------ ----------- ------------ ------------
Total operating expense 100,217 76,728 55,232 45,483 39,038 82,001 47,915
------------ ------------ ------------ ------------ ----------- ------------ ------------
Income from operations 21,015 9,900 8,517 5,804 5,573 8,039 7,846
Net interest income 2,737 1,310 323 29 143 1,192 540
------------ ------------ ------------ ------------ ----------- ------------ ------------
Income before income taxes 23,752 11,210 8,840 5,833 5,716 9,231 8,386
Provision for income taxes 9,500 3,290 2,489 1,714 1,459 4,119 3,452
------------ ------------ ------------ ------------ ----------- ------------ ------------
Net income $ 14,252 $ 7,920 $ 6,351 $ 4,119 $ 4,257 $ 5,112 $ 4,934
============ ============ ============ ============ =========== ============ ============
Net income per share $ 0.54 $ 0.32 $ 0.26 $ 0.17 $ 0.17 $ 0.16 $ 0.20
============ ============ ============ ============ =========== ============ ============
Balance Sheet Data:
Purchased merchant portfolios and
goodwill, net $ 88,894 $ 40,024 $ 3,930 $ 2,290 $ 2,910 $ 306,961 $ 88,084
Total assets 290,221 84,038 37,805 24,500 20,511 499,561 169,584
Stockholders' equity 231,064 47,232 14,728 11,683 10,990 333,594 80,308
Other Data:
Sales volume processed $30,875,857 $20,059,066 $18,425,550 $13,467,563 $8,291,377 $20,129,705 $14,545,414
Bankcard items processed (1) 574,157 358,705 321,791 237,740 163,296 385,027 262,478
Total items processed (1) NA NA NA NA NA 605,414 NA
</TABLE>
- -----------------------
(1) Bankcard items processed include bankcard transactions derived from the
Company's merchant portfolio. Total items processed include bankcard and
other credit and debit card transactions, and credit and debit
authorization transactions. Comparable information for periods prior to the
six months ended December 31, 1996 is not available.
4
<PAGE>
SECURITIES COVERED BY THIS PROSPECTUS
The shares of Common Stock covered by this prospectus are available for use
in future acquisitions of assets or securities of companies in the financial
services industry, including companies or assets relative to credit card
transaction processing or related services, credit card accounts or other
ancillary or related businesses. The consideration offered by the Company in
such acquisitions in addition to the shares of Common Stock offered by this
Prospectus may include such cash, debt or other securities (which may be
convertible into shares of Common Stock covered by this Prospectus), or
assumption by the Company of liabilities of the business being acquired, or a
combination thereof. It is contemplated that the terms of acquisitions will be
determined by negotiations between the Company and the management or the owners
of the assets to be acquired or the owners of the securities (including newly
issued securities) to be acquired, with the Company taking into account the
quality of management, the past and potential earning power and growth of the
assets or securities to be acquired, and other relevant factors. It is
anticipated that the shares of Common Stock issued in acquisitions will be
valued at a price reasonably related to the market value of the Common Stock
either at the time the terms of the acquisition are tentatively agreed upon or
at or about the time or times of delivery of the shares.
None of the shares of Common Stock covered by this Prospectus will be
subject to restrictions on transfer under the Securities Act of 1933, as amended
(the "Securities Act"), except that shares of Common Stock to be received by
persons who are deemed to be "affiliates" (as such term is defined in Rule 144
under the Securities Act) of an acquired company or business may be resold by
them only pursuant to an effective registration statement under the Securities
Act covering such shares, in transactions permitted by the resale provisions of
Rule 145(d) under the Securities Act or Regulation S under the Securities Act
(or, in the case of any such persons who become affiliates of the Company, Rule
144 under the Securities Act) or as otherwise permitted under the Securities
Act. This Prospectus will not be used by such affiliates in connection with any
resale of their shares of Common Stock.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common Stock
offered hereby will be passed upon for the Company by Philip E. Taken, Senior
Vice President and General Counsel to First USA Paymentech, Inc. Mr. Taken owns,
and has options to acquire, an aggregate of less than .1% of the outstanding
shares of Common Stock of the Company.
EXPERTS
The consolidated financial statements of First USA Paymentech, Inc.
incorporated by reference in First USA Paymentech, Inc.'s Annual Report (Form
10-K) for the year ended June 30, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
5
<PAGE>
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement (which
term shall encompass any amendment thereto) on Form S-4 under the Securities Act
with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain items of which are
contained in exhibits to the Registration Statement as permitted by the rules
and regulations of the Commission. For further information with respect to the
Company and the Common Stock, reference is hereby made to the Registration
Statement and the exhibits and schedules thereto. Statements made in this
Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. The Registration Statement and the exhibits and schedules thereto,
as well as such reports and other information filed by the Company with the
Commission, may be inspected and copied at the public reference facilities of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained from the public reference
section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Copies of reports, registration statements, proxy and
information statements filed electronically by the Company and other information
regarding the Company can be obtained from the Commission's address on the world
wide web: "http://www.sec.gov". Such reports and other information may also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Company or any other person. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any
securities within any jurisdiction to or from any person to whom it is unlawful
to make such offer or solicitation within such jurisdiction. Neither the
delivery of this Prospectus nor any distribution of securities made hereunder
shall, under any circumstances, create an implication that there has been no
change in the affairs of the Company since the date hereof or that the
information herein is correct as of any time subsequent to its date.
6
<PAGE>
4,000,000 Shares
First USA Paymentech, Inc.
Common Stock
----------
Prospectus
----------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Incorporation of Certain Information By Reference 2
The Company 3
Selected Consolidated Financial Information 4
Securities Covered By This Prospectus 5
Legal Matters 5
Experts 5
Additional Information 6
</TABLE>
April __, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
As authorized by Section 145 of the Delaware General Corporate Law, each
director and officer of the Company may be indemnified by the Company against
expenses (including attorneys' fees, judgments, fines and amounts paid in
settlement) actually and reasonably incurred in connection with the defense or
settlement of any threatened, pending or completed legal proceedings in which he
is involved by reason of the fact he is or was a director or officer of the
Company if he acted in good faith and in a manner that he reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, if he had no reasonable cause to believe that
his conduct was unlawful. If the legal proceeding, however, is by or in the
right of the Company, the director or officer may not be indemnified in respect
of any claim, issue or matter as to which he shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Company unless a court determines otherwise.
In addition, the Company has directors' and officers' liability coverage
pursuant to a policy maintained by First USA Paymentech, Inc.
Article Eighth of the Certificate of Incorporation of the Company provides
that, to the fullest extent permitted by law, directors of the Company will not
be liable for monetary damages to the Company or its stockholders for breaches
of their fiduciary duties.
Item 21. Exhibits, Financial Statements and Schedules.
A. Exhibits
The Exhibits listed in the following Exhibit Index are filed as part of the
Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<C> <S>
2 Agreement and Plan of Merger, dated as of July 19, 1996, by and
among First USA, the Company, First USA Management Resources, Inc.,
First USA Opportunity III, Inc., GENSAR and Golder Thoma Cressey
Fund III Limited Partnership and the other stockholders of GENSAR,
filed as Exhibit 2.1 to the Company's Current Report on Form 8-K
filed September 3, 1996 and incorporated by reference herein.
3.1 Certificate of Incorporation of the Company, as amended, filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-1 (No.
333-262) and incorporated by reference herein.
3.2 By-Laws of the Company, filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (No. 333-262) and incorporated by
reference herein.
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
10.1 Intercompany Services Agreement between the Company and First USA
Management, Inc., filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1996 and
incorporated herein by reference.
10.2 Registration Rights Agreement between the Company and First USA, Inc.
filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996 and incorporated herein by
reference.
10.3 Tax Sharing Agreement between the Company and First USA, Inc. filed as
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 and incorporated herein by reference.
10.4 1996 Stock Option Plan of the Company, filed as Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996 and incorporated herein by reference.
10.5 Amendment No. 1 to 1996 Stock Option Plan of the Company, filed as
Exhibit 10.5 to the Company's Registration Statement on Form S-1 (No.
333-15861) and incorporated by reference herein.
10.6 1996 Restricted Stock Plan of the Company, filed as Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 and incorporated herein by reference.
10.7 Revolving Credit Agreement dated February 21, 1996 among the Company,
the lenders listed therein and NationsBank of Texas N.A., as Agent,
including the notes and guaranty related thereto, filed as Exhibit
10.6 to the Company's Registration Statement on Form S-1 (No. 333-262)
and incorporated by reference herein.
10.8 Form of Amendment No. 1 to Revolving Credit Agreement dated October
30, 1996 among the Company, the lenders listed therein and NationsBank
of Texas N.A., as Agent, filed as Exhibit 10.8 to the Company's
Registration Statement on Form S-1 (No. 333-15861) and incorporated by
reference herein.
10.9 Deferred Compensation Plan of First USA, Inc. filed as Exhibit 4.3 to
the Company's Registration Statement on Form S-8 (No. 333-06979) and
incorporated by reference herein.
10.10 Employee Stock Purchase Plan of the Company, filed as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996, and incorporated by reference herein.
10.11 First USA Paymentech Retirement Savings Plan, filed as Exhibit 99.1 to
the Company's Registration Statement on Form S-8 (No. 333-11249) and
incorporated by reference herein.
10.12 First USA Paymentech Supplemental Executive Retirement Plan filed as
Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1996, and incorporated by reference herein.
10.13 First USA Paymentech Savings Restoration Plan filed as Exhibit 10.11
to the Company's Annual Report on form 10-K for the fiscal year ended
June 30, 1996, and incorporated by reference herein.
11 Computation of Net Income Per Share filed as Exhibit 11 to the
Company's Quarterly Report on Form 10-Q for the quarter ended December
31, 1996 and incorporated herein by reference.
21* Subsidiaries of the Company.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
23* Consent of Ernst & Young LLP.
24* Powers of Attorney (included on page II-5).
</TABLE>
- ------------------------
* Filed herewith.
B. Financial Statements and Schedules
All schedules for which provision is made in Regulation S-X of the
Securities and Exchange Commission have been omitted because they either are not
required under the related instructions or the required information has been
included in the financial statements of the Company or notes thereto.
Item 22. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against the public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
The undersigned Company hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The Company undertakes that every prospectus: (i) that is filed pursuant to
the immediately preceding paragraph, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes 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.
---- ----
II-3
<PAGE>
The Company 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.
The Company 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 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.
- ----
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on April 8, 1997.
FIRST USA PAYMENTECH, INC.
By: /s/ Pamela H. Patsley
-----------------------------------------
President, Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 8, 1997.
POWER OF ATTORNEY
We, the undersigned directors and officers of First USA Paymentech, Inc.
and each of us, do hereby constitute and appoint each of Philip E. Taken and
David W. Truetzel, our true and lawful attorneys and agents, with power of
substitution, to do any and all acts and things in our name and behalf in our
capacities as directors and officers and to execute any and all instruments for
us and in our names in the capacities indicated above, which said attorneys and
agents may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names in the capacities
indicated below, and any and all amendments (including post-effective
amendments) hereto and we do hereby ratify and confirm all that each of the said
attorneys and agents, or their substitute or substitutes shall do or cause to be
done by virtue hereof.
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ John C. Tolleson Chairman of the Board
- ------------------------------------
John C. Tolleson
/s/ Pamela H. Patsley President, Chief Executive Officer and Director
- ------------------------------------ (Principal Executive Officer)
Pamela H. Patsley
/s/ David W. Truetzel Chief Financial Officer and Secretary
- ------------------------------------ (Principal Financial and Accounting Officer)
David W. Truetzel
/s/ Richard W. Vague Director
- ------------------------------------
Richard W. Vague
/s/ Gene H. Bishop Director
- ------------------------------------
Gene H. Bishop
/s/ Rupinder S. Sidhu Director
- ------------------------------------
Rupinder S. Sidhu
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<C> <S>
2 Agreement and Plan of Merger, dated as of July 19, 1996, by and among
First USA, the Company, First USA Management Resources, Inc., First
USA Opportunity III, Inc., GENSAR and Golder Thoma Cressey Fund III
Limited Partnership and the other stockholders of GENSAR, filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed
September 3, 1996 and incorporated by reference herein.
3.1 Certificate of Incorporation of the Company, as amended, filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-1 (No.
333-262) and incorporated by reference herein.
3.2 By-Laws of the Company, filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (No. 333-262) and incorporated by
reference herein.
5* Opinion of Philip E. Taken.
10.1 Intercompany Services Agreement between the Company and First USA
Management, Inc., filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1996 and
incorporated herein by reference.
10.2 Registration Rights Agreement between the Company and First USA, Inc.
filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996 and incorporated herein by
reference.
10.3 Tax Sharing Agreement between the Company and First USA, Inc. filed as
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 and incorporated herein by reference.
10.4 1996 Stock Option Plan of the Company, filed as Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996 and incorporated herein by reference.
10.5 Amendment No. 1 to 1996 Stock Option Plan of the Company, filed as
Exhibit 10.5 to the Company's Registration Statement on Form S-1 (No.
333-15861) and incorporated by reference herein.
10.6 1996 Restricted Stock Plan of the Company, filed as Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 and incorporated herein by reference.
10.7 Revolving Credit Agreement dated February 21, 1996 among the Company,
the lenders listed therein and NationsBank of Texas N.A., as Agent,
including the notes and guaranty related thereto, filed as Exhibit
10.6 to the Company's Registration Statement on Form S-1 (No. 333-262)
and incorporated by reference herein.
10.8 Form of Amendment No. 1 to Revolving Credit Agreement dated October
30, 1996 among the Company, the lenders listed therein and NationsBank
of Texas N.A., as Agent, filed as Exhibit 10.8 to the Company's
Registration Statement on Form S-1 (No. 333-15861) and incorporated by
reference herein.
10.9 Deferred Compensation Plan of First USA, Inc. filed as Exhibit 4.3 to
the Company's Registration Statement on Form S-8 (No. 333-06979) and
incorporated by reference herein.
10.10 Employee Stock Purchase Plan of the Company, filed as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996, and incorporated by reference herein.
10.11 First USA Paymentech Retirement Savings Plan, filed as Exhibit 99.1 to
the Company's Registration Statement on Form S-8 (No. 333-11249) and
incorporated by reference herein.
10.12 First USA Paymentech Supplemental Executive Retirement Plan filed as
Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1996, and incorporated by reference herein.
10.13 First USA Paymentech Savings Restoration Plan filed as Exhibit 10.11
to the Company's Annual Report on form 10-K for the fiscal year ended
June 30, 1996, and incorporated by reference herein.
11 Computation of Net Income Per Share filed as Exhibit 11 to the
Company's Quarterly Report on Form 10-Q for the quarter ended December
31, 1996 and incorporated herein by reference.
21* Subsidiaries of the Company.
23* Consent of Ernst & Young LLP.
24* Powers of Attorney (included on page II-5).
</TABLE>
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* Filed herewith.
<PAGE>
EXHIBIT 5
April 8, 1997
First USA Paymentech, Inc.
1601 Elm Street, 8th Floor
Dallas, TX 75201
Ladies and Gentlemen:
I am general counsel of First USA Paymentech, Inc., a Delaware corporation
(the "Company"), and have acted as such in connection with the reservation for
issuance by the Company of up to 4,000,000 shares (the "Shares") of Common
Stock, par value $.01 per share (the "Common Stock"), of the Company.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
(i) the Registration Statement on Form S-4 relating to the Shares, to be filed
herewith with the Securities and Exchange Commission (the "Commission") under
the Securities Act (together with all exhibits thereto, the "Registration
Statement"), (ii) the Certificate of Incorporation and By-laws of the Company,
each as amended to the date hereof, and (iii) a specimen certificate for the
Common Stock. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records, as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all persons who
executed documents reviewed by me, the genuineness of all signatures on
documents reviewed by me, the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents submitted to me
as certified or photostatic copies and the authenticity of the originals of such
latter documents. I have also assumed that the certificates representing the
Shares will be signed by facsimile or otherwise by authorized officers of the
Company and of the transfer agent for the Common Stock and registered by the
registrar for the Common Stock and conform and will conform to the specimen
thereof examined by me. As to any facts material to the opinions expressed
herein which were not independently established or verified, I have relied upon
oral or written statements and representations of officers and other
representatives of the Company and others.
<PAGE>
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized and, when issued and delivered, against receipt
by the Company of the agreed consideration therefor, will be validly issued,
fully paid and nonassessible, provided that each such issuance is duly
authorized by the Board of Directors of the Company, or a duly authorized
committee thereof, for consideration (not less than the par value of the Shares)
fixed by the Board of Directors of the Company, or committee thereof, and
determined to be adequate.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Philip E. Taken
Philip E. Taken
Senior Vice President and
General Counsel
<PAGE>
EXHIBIT 21
SUBSIDIARIES
OF THE
REGISTRANT
<TABLE>
<CAPTION>
COMPANY STATE OF INCORPORATION
- ------- ----------------------
<S> <C>
First USA Direct Marketing, Inc. Delaware
First USA Financial Services, Inc. Utah
First USA Management Resources, Inc. Delaware
First USA Merchant Services, Inc. Nevada
First USA Technology, Inc. Delaware
GENSAR Holdings Inc. Delaware
GENSAR Merchant Processing Inc. Delaware
GENSAR Technologies Inc. Delaware
MAGroup, Inc. Arizona
Merchant Link, Inc. Delaware
Mokarow & Associates, Inc. Texas
NationalCard Processing Systems, Inc. Delaware
Paymentech Fleet Services, Inc. Delaware
Paymentech New Hampshire, Inc. Delaware
</TABLE>
<PAGE>
EXHIBIT 23
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4 to be filed on or about April 9, 1997) and
related Prospectus of First USA Paymentech, Inc. for the registration of
4,000,000 shares of its common stock and to the incorporation by reference
therein of our report dated July 16, 1996 (except for Note N, as to which the
date is August 19, 1996), with respect to the consolidated financial statements
incorporated by reference in its Annual Report (Form 10-K) for the year ended
June 30, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
April 7, 1997
