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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1998
REGISTRATION NO. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PAYMENTECH, INC.
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(Exact name of registrant as specified in its charter)
Delaware 75-2634185
- ------------------------------------ ------------------------------------
(State of Incorporation) (I.R.S. employer identification no.)
1601 Elm Street, 8th Floor
Dallas, Texas 75201
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(Zip code)
Employee Stock Purchase Plan of Paymentech, Inc.
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(Full title of the plan)
Philip E. Taken, Chief Administrative Officer, Secretary and General Counsel
Paymentech, Inc.
1601 Elm Street, 9th Floor
Dallas, Texas 75201
(214) 849-2000
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(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Price Amount of
be Registered Registered (4) Share (1)(2) (2) Registration Fee (3)
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 250,000 $19.2188 $4,804,688 $1,417.38
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</TABLE>
(1) Estimated pursuant to Rules 457 (c) and (h) under the Securities Act of
1933, as amended (the "Securities Act"), on the basis of the average of the
high and low sale prices for a share of Common Stock on the New York Stock
Exchange on June 19, 1998.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act of 1933.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein;
and covers an indeterminate amount of interests to be offered or sold
pursuant to the antidilution provisions of the Employee Stock Purchase
Plan.
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EXPLANATORY NOTE
On April 22, 1998 the Board of Directors of Paymentech, Inc. (the
"Registrant") approved an amendment to the Registrant's Employee Stock Purchase
Plan (the "Plan"). The amendment increased the maximum number of shares of the
Registrant's Common Stock, par value $.01 per share (the "Common Stock"),
reserved for issuance under the Plan by 250,000. This Registration Statement on
Form S-8 relates to the 250,000 additional shares of Common Stock issuable
pursuant to the provisions of the Plan as a result of the amendment. Pursuant
to General Instruction E to Form S-8, the Registrant incorporates by reference
herein the contents of its Registration Statement on Form S-8 (No. 333-17645).
Following the filing of this Registration Statement, a total of 400,000 shares
will be registered for issuance pursuant to the Plan.
ITEM 8. EXHIBITS
*5.1 Opinion of Philip Taken regarding the legality of the securities
being registered.
*23.1 Consent of Philip Taken (included in Exhibit 5.1).
*23.2 Consent of Ernst & Young LLP, independent accountants.
*24 Powers of Attorney (included on signature page of this
registration statement).
*99.1 First Amendment to the Employee Stock Purchase Plan of
Paymentech, Inc.
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* Filed herein.
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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 June 25, 1998.
PAYMENTECH, INC.
By: /s/ Pamela H. Patsley
-----------------------
President
and Chief Executive Officer
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 June 25, 1998.
POWER OF ATTORNEY
We, the undersigned directors and officers of Paymentech, Inc. and each of
us, do hereby constitute and appoint Pamela H. Patsley and Philip E. Taken, 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 the said attorneys and agents, or their substitute or
substitutes shall do or cause to be done by virtue hereof.
SIGNATURES
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 June 25, 1998.
SIGNATURE TITLE
--------- -----
/s/ John C. Tolleson Chairman of the Board
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John C. Tolleson
/s/ Pamela H. Patsley President, Chief Executive Officer
- -------------------------------- and Director
Pamela H. Patsley (Principal Executive Officer)
/s/ Kathryn J. Kessler Chief Accounting Officer
- -------------------------------- (Principal Financial Officer)
Kathryn J. Kessler
/s/ Gene H. Bishop Director
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Gene H. Bishop
/s/ Rupinder S. Sidhu Director
- --------------------------------
Rupinder S. Sidhu
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<PAGE>
EMPLOYEE STOCK PURCHASE PLAN OF PAYMENTECH, INC.
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Plan 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 June 25, 1998.
Employee Stock Purchase Plan of Paymentech, Inc.
By: /s/ Mary Baker
---------------------------------------------
Mary Baker, Committee Member
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
- ----------- ----------------------
* 5.1 Opinion of Philip Taken regarding the legality of the securities
being registered.
* 23.1 Consent of Philip Taken (included in Exhibit 5.1).
* 23.2 Consent of Ernst & Young LLP, independent accountants.
* 24 Powers of Attorney (included on signature page of this
registration statement).
* 99.1. First Amendment to the Employee Stock Purchase Plan of
Paymentech, Inc.
* Filed herewith.
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<PAGE>
EXHIBIT 5.1
-----------
[Paymentech, Inc. Letterhead]
June 25, 1998
Paymentech, Inc.
1601 Elm Street, 8th Floor
Dallas, Texas 75201
Ladies and Gentlemen:
I am general counsel to Paymentech, Inc., a Delaware corporation (the
"Company"), and have acted as such in connection with the reservation for
issuance by the Company of (i) 250,000 shares of Common Stock, par value $.01
per share, pursuant to an amendment to the Employment Stock Purchase Plan of
Paymentech, Inc. (the "Plan"), which amendment provides for the reservation for
issuance of an additional 250,000 shares of Common Stock under the Plan (the
"Shares").
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-8 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 Registration Statement on Form S-8 (File No. 333-17645),
relating to certain shares of Common Stock issued or reserved for issuance
pursuant to the Plan, as filed with the Commission under the Securities Act on
December 11, 1996; (iii) the Certificate of Incorporation and By-laws of the
Company, each as currently in effect; (iv) the Plan, as amended to date, (v) a
specimen of the certificates to be used to represent the Shares; (vi) certain
resolutions dated April 22, 1998 of the Board of Directors of the Company
relating to the Plan and the Shares. 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 natural
persons, the genuineness of all signatures, 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 will
conform to the specimens 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.
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I am admitted to the Bar in the State of Texas, and do not express any
opinion as to the laws of any other jurisdiction except for the general
corporate laws of the State of Delaware and federal laws.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized and, when issued and delivered in accordance
with the terms and conditions of the Plan, as amended, and against payment
therefor, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. This opinion is limited to the
matters stated herein, and no opinion is implied or may be inferred beyond the
matters expressly stated. This opinion is delivered solely to you in connection
with the Registration Statement and may not be relied upon by any other party
and is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my express written permission.
Very truly yours,
/s/ PHILIP E. TAKEN
Philip E. Taken
Chief Administrative Officer,
General Counsel and Secretary
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 to be filed on or about June 25, 1998 for the registration of 250,000
shares of common stock) pertaining to the Employee Stock Purchase Plan of
Paymentech, Inc., of our report dated September 23, 1997, with respect to the
consolidated financial statements of Paymentech, Inc. included in its Annual
Report (Form 10-K) for year ended June 30, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
June 24, 1998
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EXHIBIT 99.1
FIRST AMENDMENT TO THE
EMPLOYEE STOCK PURCHASE PLAN
OF PAYMENTECH, INC.
WHEREAS, Paymentech, Inc. a Delaware corporation (the "Company"), has
heretofore maintained the Employee Stock Purchase Plan of Paymentech, Inc.
(formerly known as the Employee Stock Purchase Plan of First USA Paymentech,
Inc.; the "Plan") for the benefit of its employees; and
WHEREAS, the Company considers it advisable to amend the Plan to increase
by 250,000 shares the number of shares of Common Stock of the Company, $.01 par,
available for issuance under the Plan, making a total of 400,000 shares
available for issuance under the Plan; and
WHEREAS, the Board of Directors of the Company, pursuant to Section 17 of
the Plan, authorized this amendment on April 22, 1998;
NOW THEREFORE, effective as of April 22, 1998, (the "Effective Date"), the
Company hereby amends the Plan as follows:
The first sentence of Section 10(a) is hereby deleted and replaced
with the following:
The maximum number of shares of Common Stock which shall be reserved
for sale under the Plan shall be 400,000, subject to adjustment upon
changes in capitalization of the Company as provided in paragraph 16.
Except as amended, all other provisions of the Plan shall remain in full
force and effect.
IN WITNESS HEREOF, the Company has adopted this amendment as of the
Effective Date.
PAYMENTECH, INC.
By: /s/ Philip Taken
-----------------------------------
Title: Chief Administrative Officer,
--------------------------------
General Counsel and Secretary
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