<PAGE>
As filed with the Securities and Exchange Commission on August 1, 1997.
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST USA PAYMENTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2634185
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or 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 COPIES TO:
Chief Financial Officer Philip E. Taken, Esq.
First USA Paymentech, Inc. Chief Administrative Officer and
1601 Elm Street General Counsel
Suite 800 First USA Paymentech, Inc.
Dallas, Texas 75201 1601 Elm Street
(214) 849-2000 Suite 4700
Dallas, Texas 75201
(214) 849-2000
(Name, address, and telephone number,
including area code, of agent for service)
---------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please 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]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
TITLE OF SHARES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 360,000 $28.4375 (2) $10,237,500 (2) $3,102.27
==================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based upon the high and low price per share of First USA
Paymentech, Inc. on July 31, 1997, as reported by the New York Stock
Exchange.
---------------
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
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
PROSPECTUS
- ----------
FIRST USA PAYMENTECH, INC.
360,000 SHARES
COMMON STOCK
---------------------------
This Prospectus relates to an offering of up to 360,000 shares of common
stock, par value $.01 per share (the "Common Stock"), of First USA Paymentech,
Inc., a Delaware corporation (the "Company").
The Common Stock being registered is being offered for the accounts of James
Margolis and Margolis Consulting Services, Inc., stockholders of the Company
(the "Selling Stockholders"). See "Selling Stockholders." The Company will not
receive any proceeds from the sale of shares of Common Stock offered hereby.
The shares may be offered in transactions on the New York Stock Exchange (the
"NYSE"), in negotiated transactions, or through a combination of such methods of
distribution, at prices relating to the prevailing market prices or at
negotiated prices. See "Plan of Distribution."
The Common Stock is quoted on the NYSE under the symbol "PTI." On July 31,
1997, the closing price of the Common Stock, as reported on the NYSE, was
$28.75 per share.
---------------------------
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.
---------------------------
No dealer, salesman or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such other
information and representations must not be relied upon as having been
authorized by the Company or the Selling Stockholders. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained herein is
correct as of any time subsequent to its date. This Prospectus does not
constitute an offer to sell, or a solicitation of any offer to by, any
securities other than the registered securities to which it relates. This
Prospectus does not constitute an offer to sell, or a solicitation of any offer
to buy, such securities in any circumstances in which such offer or solicitation
is unlawful.
---------------------------
The date of this Prospectus is August 1, 1997.
-1-
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, information statements
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements, information statements and other
information filed by the Company with the Commission pursuant to the
requirements of the Exchange Act may be inspected and copied at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004 and at the
following regional offices of the Commission: New York Regional Office, Seven
World Trade Center, Suite 1300, New York, New York 10048; and Chicago Regional
Office, Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60606. Copies of such material may be obtained from the
Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Company is a publicly held corporation and
its Common Stock is traded on the NYSE under the symbol "PTI." Reports, proxy
statements, information statements and other information can also be inspected
at the offices of the NYSE, 20 Broad Street, New York, New York 10005. The
Commission maintains a Web site that contains reports, proxy statements,
information statements and other information regarding the Company. The
Commission's Web site address is http://www.sec.gov.
The Company intends to furnish its stockholders with annual reports containing
audited financial statements and such other periodic reports as it may determine
to furnish or as may be required by law.
The Company has filed with the Commission a Registration Statement on Form S-3
(together with all exhibits thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
shares of Common Stock offered hereby. This Prospectus does not contain all
information set forth in the Registration Statement. Certain parts of the
Registration Statement have been omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to
the Registration Statement which can be inspected at the public reference rooms
at the offices of the Commission.
-2-
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, including any beneficial owner, upon the written or
oral request of such person, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into the information that this
Prospectus incorporates). Requests should be directed to:
First USA Paymentech, Inc.
1601 Elm Street
8th Floor
Dallas, Texas 75201
Attn: Corporate Affairs and
Investor Relations Department
(214) 849-2000
The Company's (i) Annual Report on Form 10-K, which contains audited financial
statements for the fiscal year ended June 30, 1996, (ii) all reports filed
pursuant to Section 13(a) or 15(d) of the Exchange Act since the Form 10-K, and
(iii) a description of the Common Stock contained in the Company's registration
statement on Form 8-A, filed on February 23, 1996, including any amendment or
reports filed for the purpose of updating such description, are hereby
incorporated by reference into this Prospectus.
All documents filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering relating to this
Prospectus will be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statement incorporated or deemed to be incorporated by reference herein will be
deemed to be modified, replaced 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 or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded will be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
-3-
<PAGE>
THE COMPANY
First USA Paymentech, Inc. (the "Company"), is a Delaware corporation, which
engages in the credit card industry primarily as a payment processor of credit
and debit card transactions on behalf of merchants, financial institutions and
sales agents. According to published industry sources, the Company is the third
largest payment processor of credit and debit card transactions in the United
States. The Company also provides third-party credit and debit authorization
services to financial institutions, sales agents and the Company's direct
merchants. 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's principal offices are located at 1601 Elm Street, Suite 800,
Dallas, Texas 75201 (telephone number 214-849-2000).
RISK FACTORS
ANY INVESTMENT IN THE COMMON STOCK HEREBY INVOLVES A HIGH DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY AND SHOULD
CONSIDER, AMONG OTHER THINGS, THE RISKS AND THE SPECULATIVE FACTORS INHERENT IN
AND AFFECTING THE COMPANY'S BUSINESS DESCRIBED BELOW AND THROUGHOUT THIS
PROSPECTUS.
COMPETITION AND INDUSTRY CONSOLIDATION
The payment processing industry is highly competitive, especially among the
ten largest payment processors in the United States, which the Company views as
its primary competitors. The Company also competes with other providers of
credit and debit authorization services. The Company faces intense competition
from numerous providers of payment processing services who may employ various
competitive strategies. Such competition requires that the Company continue to
invest resources in technological developments and restricts the prices it can
charge.
Due to the market's requirement that payment processors provide advanced and
efficient technology, certain financial institutions and other payment
processors have recently left the business or merged with other providers,
resulting in significant consolidation in the payment processing industry. The
Company believes the trend toward consolidation will continue as the
technological demand on processors continues to increase. Industry
consolidation has enabled a few of the Company's competitors to have access to
significant capital, management, marketing and technological resources that are
equal to or greater than those of the Company, and there can be no assurance
that the Company will continue to be able to compete successfully with such
payment processors.
In addition, competition in the industry has made it difficult for payment
processors to pass through increases in the interchange and assessments charged
by Visa and MasterCard, and as a result some payment processors have absorbed
increased fees to maintain their merchant bases. Although the Company's
agreements with its merchants contemplate that the Company will charge all Visa
and MasterCard interchange and assessments to merchants, there can be no
-4-
<PAGE>
assurance that competitive pressures will not require that the Company absorb
all or a portion of such fee increases in the future, or that the Company will
be able to continue to pass along fee increases to merchants when it negotiates
the renewal of such agreements. Further tightening of margins due to fee
increases or other factors may result in financial institutions and other
payment processors abandoning the payment processing business and thus
accelerating industry consolidation.
The Company also competes against issuers of commercial cards that offer
highly competitive and attractive rates, including rates which are at or below
rates charged by the Company, in order to preserve market share.
CONTINGENT LIABILITIES THROUGH MERCHANTS
Under the rules of Visa, MasterCard and other credit and debit card
organizations, the payment processor has certain contingent liabilities for the
transactions it processes on behalf of merchants. If a cardholder purchases a
product or service and is dissatisfied after the purchase, the cardholder may be
able to return the product and demand a refund. If the merchant, after having
received payment from the payment processor, refuses to pay the refund or
properly provide the product or service, a chargeback results. The obligation
to fund the chargeback is the liability of the payment processor if the merchant
does not have sufficient funds to repay the chargeback. In most cases, this
contingent liability is unlikely because the product or service is delivered
when purchased and credit is issued on returned items. For certain industries,
such as the direct response marketing industry, where the cardholder is not
present to provide a signature, the Company's contingent liability is greater.
The Company minimizes its exposure to such contingent liabilities by conducting
a thorough credit review of its merchants initially and on a regular basis to
monitor risks. The Company also has the ability to hold a merchant's daily
settlement if fraudulent activity is suspected. In addition, the Company
obtains cash deposits from certain customers as an offset to potential
contingent liabilities that are the responsibility of such customers. These
cash deposits are primarily related to merchants in the direct response
marketing industry. The Company's payment processing operation is not exposed
to cardholder credit losses.
SIGNIFICANT EQUITY POSITION OF BANC ONE CORPORATION
BANC ONE CORPORATION ("BANC ONE") is the indirect owner of approximately 57%
of the outstanding shares of Common Stock and has substantial influence over the
election of members of the Company's Board of Directors and over the business
and affairs of the Company, including any determinations with respect to mergers
or other business combinations involving the Company, the acquisition or
disposition of assets by the Company, the incurrence of indebtedness by the
Company, the issuance of any additional Common Stock or other equity securities
and the payment of any dividends with respect to the Common Stock. In addition,
BANC ONE has substantial influence in approving matters submitted to a vote of
the Company's stockholders and in causing or preventing a change in control of
the Company. Moreover, three of the seven members of the Company's Board of
Directors are directors and key employees of BANC ONE and one of the members is
a director of BANC ONE.
-5-
<PAGE>
The Company and BANC ONE intend that the Company will continue to pursue
greater operating independence and the strategy for growth established under the
Company's previous parent, First USA, Inc. ("First USA"), prior to First USA's
merger with BANC ONE on June 27, 1997. BANC ONE has disclosed that, following
such merger, it intends to reduce its ownership in the Company, but only in a
manner that will preserve the "pooling of interests" accounting treatment of the
merger.
CONFLICTS OF INTEREST WITH BANC ONE
There is currently substantial overlap in the Boards of Directors of BANC ONE
and the Company. Certain conflicts of interest and disagreements between BANC
ONE and the Company could arise in connection with the interpretation of the
various intercompany agreements entered into between First USA, as BANC ONE's
predecessor, and the Company in connection with the Company's March 1996 initial
public offering of Common Stock. In addition, BANC ONE and the Company both own
or have interests in entities in the business of payment processing and issuing
credit cards. As a result, conflicts of interest may arise between BANC ONE and
the Company in connection with future payment processing and commercial card
opportunities. Such conflicts of interest may be more difficult to resolve than
would be the case if BANC ONE and the Company did not have overlapping directors
and may be resolved in a manner which may appear to be more favorable to one of
the parties.
HOLDING COMPANY STRUCTURE
As a holding company, the Company is dependent on the cash flow from its
subsidiaries, received through dividends or other intercompany transfers of
funds, to service its debt and meet its operating expenses and other
obligations. However, First USA Financial Services, Inc. ("Financial
Services"), a wholly-owned subsidiary of the Company, may pay dividends and make
certain other intercompany transfers of funds only up to amounts permitted by
banking regulations. Cash flow from subsidiaries is expected, for the
foreseeable future, to be a significant source of the Company's liquidity.
Limitations on the availability to the Company of cash flow from its
subsidiaries could adversely impact the Company's liquidity.
ANTITAKEOVER PROVISIONS
The Company's Certificate of Incorporation and By-laws contain certain
provisions that may have the effect, either alone or in combination with each
other, of making more difficult or discouraging a business combination involving
the Company that is deemed undesirable by the Company's Board of Directors, or
of delaying or preventing changes in control or management of the Company.
Although such provisions may not have substantial practical significance to
investors while BANC ONE maintains a significant equity interest in the Company,
such provisions could become significant should BANC ONE reduce its ownership
interest in the Company such that BANC ONE no longer has a substantial influence
over the management of the Company.
-6-
<PAGE>
REGULATION OF FINANCIAL SERVICES
As a Utah-chartered industrial loan corporation, the deposits of which are
insured by the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance
Corporation (the "FDIC"), Financial Services is subject to regulation under both
state and federal law. The restrictions imposed by such laws and regulations
limit Financial Services' discretion in operating its businesses. No assurance
can be given that such laws and regulations will not be amended or construed
differently, or that new laws and regulations will not be adopted, the effect of
which could be to adversely affect the operations of the Company.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of Common Stock in the public market, or the
perception that such sales could occur, could adversely affect prevailing market
prices of the Common Stock. The Company is unable to make any prediction as to
the effect, if any, that future sales of Common Stock or the availability of
Common Stock for sale will have on the market price of the Common Stock
prevailing from time to time.
RISKS ASSOCIATED WITH ACQUISITIONS
The Company's strategy is to grow through acquisitions, in addition to
internal growth. The Company has relied in part on acquisitions in order to
achieve greater economies of scale and to develop new types of systems and
expertise. The success of the Company's acquisition strategy is dependent on a
number of factors, including the Company's ability to identify and consummate
acquisitions of merchant portfolios, operating businesses and payment processing
assets upon satisfactory terms and the Company's ability to achieve a smooth and
timely integration of newly acquired assets and operating businesses and to
achieve anticipated synergies. There can be no assurance that the Company will
find suitable acquisition candidates at acceptable prices or succeed in
integrating any acquired business into the Company's existing business.
DEPENDENCE ON TECHNOLOGY
The payment processing and credit card industries are characterized by
advanced telecommunications systems and services. Systems delays, malfunctions
and errors in the proprietary and third party systems and networks used by the
Company for its payment processing services could lead to processing delays and
additional costs to the Company. If not corrected in a timely fashion, such
delays, malfunctions and errors could lead to customer dissatisfaction, which
could ultimately affect the Company's customer base and the level of service it
is able to provide to its customers.
The payment processing and credit card industries have been characterized by
rapid technological advancements and frequent new product and service
introductions. The ability of the Company to compete in these industries is
dependent on the Company's ability to adapt to new technologies and develop new
products and services. There can be no assurance that the Company will not
encounter difficulties or delays in the development, production, testing and
-7-
<PAGE>
marketing of products or services, including the Company's new commercial card
operations, or that such difficulties or delays will not result in increased
costs and losses.
-8-
<PAGE>
SELLING STOCKHOLDERS
The table below sets forth information with respect to the beneficial
ownership of the Company's Common Stock by the Selling Stockholders immediately
prior to this offering and as adjusted to reflect the sale of shares of Common
Stock pursuant to the offering.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering(1)
------------------------------------ ---------------------
Number of Percent of Shares to Number of Percent of
Name of Beneficial Owner(2) Shares Class be Sold(3) Shares Class
- ------------------------ --------- ---------- ------------- --------- ----------
<S> <C> <C> <C> <C> <C>
James Margolis 1% 360,000 (4) -0- -0-
Margolis Consulting Services, Inc. * 187,603 -0- -0-
</TABLE>
- ---------------
* Less than 1%.
(1) Assumes all the shares of Common Stock that may be offered are sold.
(2) The address for each of these stockholders is 3 Bethesda Metro Center, Suite
1500, Bethesda, Maryland 20707.
(3) The Selling Stockholders may not be entitled to receive all of the shares of
Common Stock indicated for each such stockholder. In the event that any
Selling Stockholder does not receive all of such shares of Common Stock, the
share amounts indicated in the table under "Number of Shares" and "Shares to
be Sold" will be reduced accordingly.
(4) Includes 187,603 shares of Common Stock to be held by Margolis Consulting
Services, Inc. ("Margolis Consulting"). Mr. Margolis, who is President of
Margolis Consulting, may be deemed to beneficially own such shares.
PLAN OF DISTRIBUTION
The sale of the Common Stock offered hereby may be effected from time to time
directly, or by one or more broker-dealers or agents, in one or more
transactions (which may involve crosses and block transactions) on the NYSE, in
negotiated transactions, or through a combination of such methods of
distribution, at prices related to prevailing market prices or at negotiated
prices.
If one or more broker-dealers or agents agree to sell the Common Stock, they
may do so by purchasing the Common Stock as principals or by selling the Common
Stock as agent for the Selling Stockholders. Any such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of the shares of Common Stock for which
such broker-dealer may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary compensation).
USE OF PROCEEDS
The Company will not receive any proceeds from this offering.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common Stock offered
hereby will be passed upon for the Company by Corinna Ulrich, Vice President and
Counsel to First USA Paymentech, Inc. Ms. Ulrich owns, and has options to
acquire, an aggregate of less than 0.1% of the outstanding shares of Common
Stock of the Company.
-9-
<PAGE>
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 incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements of GENSAR Holdings, Inc. at December 31,
1995 and 1994 and for each of the three years in the period ended December 31,
1995 incorporated by reference in this Prospectus have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their report appearing herein
and are included in reliance upon the report given upon the authority of such
firm as experts in accounting and auditing.
-10-
<PAGE>
TABLE OF CONTENTS
Page
----
Available Information 2
Documents Incorporated by Reference 3
The Company 4
Risk Factors 4
Selling Stockholders 9
Plan of Distribution 9
Use of Proceeds 9
Legal Matters 9
Experts 10
360,000 SHARES
FIRST USA PAYMENTECH, INC.
COMMON STOCK
----------
PROSPECTUS
----------
August 1, 1997
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table indicates the estimated expenses to be incurred in
connection with the offering described in this Registration Statement, all of
which will be paid by the Company.
<TABLE>
<CAPTION>
<S> <C>
Registration fee $3,102
Legal fees and expenses 3,000
Blue Sky fees and expenses (including counsel fees) 1,000
Miscellaneous expenses 500
------
Total: $7,602
------
</TABLE>
ITEM 15. 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 16. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-6 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
II-1
<PAGE>
(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 the
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
20 percent 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;
(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) 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) and 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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
II-2
<PAGE>
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements 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-3 and 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 July 31, 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 July 31, 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.
Signature Title
--------- -----
/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
II-4
<PAGE>
/s/ Richard W. Vague Director
- --------------------
Richard W. Vague
/s/ Gene H. Bishop Director
- ------------------
Gene H. Bishop
/s/ Rupinder S. Sidhu Director
- ---------------------
Rupinder S. Sidhu
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
------- -----------------------
4 Registration Statement on Form 8-A dated February 23, 1996
(Commission File No. 1-14224), incorporated herein by this
reference.
*5 Opinion of Corinna Ulrich
*23.1 Consent of Corinna Ulrich (included in Exhibit 5)
*23.2 Consent of Ernst & Young LLP
*23.3 Consent of Deloitte & Touche LLP
*24 Power of Attorney (included on page II-4)
_______________
* Filed herewith.
II-6
<PAGE>
EXHIBIT 5
---------
OPINION OF CORINNA ULRICH
August 1, 1997
First USA Paymentech, Inc.
1601 Elm Street, 8th Floor
Dallas, Texas 75201
Ladies and Gentlemen:
I am counsel of First USA Paymentech, Inc., a Delaware corporation (the
"Company"), and have acted as such in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 360,000 shares of the
Company's common stock, par value $.01 per share (the "Common Stock") held by
James Margolis and Margolis Consulting Services, Inc. (the "Selling
Stockholders") as described in the Registration Statement of the Company on Form
S-3 (the "Registration Statement") to be filed with the Securities and Exchange
Commission.
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, (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 such
shares of Common Stock 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 such shares
of Common Stock 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.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Corinna Ulrich
Corinna Ulrich
Vice President and Counsel
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 to be filed on or about July 23, 1997) and
related Prospectus of First USA Paymentech, Inc. for the registration of 360,000
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 of First USA
Paymentech, Inc. 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
July 30, 1997
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
First USA Paymentech, Inc. on Form S-3 of our report on the consolidated
financial statements of GENSAR Holdings Inc. and subsidiaries dated June 13,
1996, appearing in the Form 8-KA of First USA Paymentech, Inc. dated August 19,
1996.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Tampa, Florida
August 1, 1997
