<PAGE>
As filed with the Securities and Exchange Commission on January 26, 1998
Registration No. 333-24859
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------
PAYMENTECH, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 7389 75-2634185
(State or other jurisdiction (Primary standard industrial classification) (I.R.S. employer
of incorporation or organization) code number) identification number)
</TABLE>
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)
KATHRYN J. KESSLER
Chief Accounting Officer
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.
Chief Administrative Officer, Secretary and
General Counsel
Paymentech, Inc.
1601 Elm Street
Suite 800
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 Proposed maximum offering price Proposed maximum aggregate Amount of registration
SECURITIES TO BE REGISTERED registered per unit (1) offering price registered
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 PER SHARE 4,000,000 $24.0625 $96,250,000 $29,166.67(2)
==================================================================================================================================
</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.
(2) Previously paid.
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
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4,000,000 SHARES
PAYMENTECH, INC.
COMMON STOCK
------------
This Prospectus constitutes a prospectus of 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 11, 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, 1997.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.
(3) The Company's Report on Form 8-K/A filed on October 18, 1996, on
Form 8-K filed on October 23, 1997 and on Form 8-K filed January 21, 1998.
(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 Paymentech, Inc., 1601 Elm Street, 9th Floor, Dallas,
Texas 75201.
2
<PAGE>
THE COMPANY
Paymentech, Inc. (the "Company") is a Delaware corporation, which
engages in the credit card industry primarily as a payment processor of bankcard
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.
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, Chief
Administrative Officer and General Counsel
3
<PAGE>
to 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 Paymentech, Inc. incorporated by
reference in Paymentech, Inc.'s Annual Report (Form 10-K) for the year ended
June 30, 1997, 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.
The consolidated financial statements of GENSAR Holdings Inc. and
subsidiaries 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 incorporated by reference herein and are included in reliance upon
the report given upon the authority of such firm as experts in accounting and
auditing.
4
<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.
5
<PAGE>
4,000,000 SHARES
PAYMENTECH, INC.
COMMON STOCK
----------
PROSPECTUS
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TABLE OF CONTENTS
Page
----
Incorporation of Certain Information
By Reference 2
The Company 3
Securities Covered By This Prospectus 3
Legal Matters 3
Experts 4
Additional Information 5
April 11, 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 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
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<S> <C>
5.1* Opinion of Philip E. Taken
23.1+ Consent of Ernst & Young LLP.
23.2+ Consent of Deloitte & Touche L.L.P.
24.1+* Powers of Attorney (appearing on Signature Page of Registration Statement on Form S-4
filed April 9, 1997, Registration No. 333-24859 and Page II-4 hereto).
</TABLE>
_____________________
+ Filed herewith.
* Previously filed.
II-1
<PAGE>
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
II-2
<PAGE>
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
---- ----
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-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT ON FORM S-4 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS, ON JANUARY 26, 1998.
PAYMENTECH, INC.
By: /s/ PAMELA H. PATSLEY
--------------------------------------
Pamela H. Patsley
President, Chief Executive Officer and
Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Pamela H. Patsley and Philip E. Taken, and each of them, his or her true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any additional Registration
Statements related to the Offering contemplated by this Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
or her substitute or substitutes may lawfully do or cause to be done by virtue
hereof .
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 JANUARY 26, 1998.
Signature Title
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* Chairman of the Board
- ---------------------------
John C. Tolleson
* President, Chief Executive Officer and Director
- ---------------------------
Pamela H. Patsley (Principal Executive Officer)
/s/ KATHRYN J. KESSLER Chief Accounting Officer
- ---------------------------
Kathryn J. Kessler (Principal Financial and Accounting Officer)
II-4
<PAGE>
* Director
- ----------------------------
Gene H. Bishop
* Director
- ----------------------------
Rupinder S. Sidhu
*By: /s/ PHILIP E. TAKEN
------------------------
Philip E. Taken
Attorney-in-fact
II-5
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in
the Post-Effective Amendment No. 1 to the Registration Statement (Form S-4 No.
333-24859) and related Prospectus of 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 September 23, 1997, with respect to the consolidated
financial statements included in its Annual Report (Form 10-K) for the year
ended June 30, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
January 22, 1998
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration
Statement of Paymentech, Inc. on Form S-4 of our report on the consolidated
financial statements of GENSAR Holdings Inc. and subsidiaries dated June 13,
1996, appearing in Form 8-K/A of Paymentech, Inc. dated October 18, 1996.
We also consent to the references to us under the heading "Experts" in
such Registration Statement.
Deloitte & Touche LLP
Tampa, Florida
January 26, 1998
