<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 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)
Paymentech, Inc. 1996 Amended and Restated Stock Option Plan
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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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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Aggregate
Title of Securities to Amount to be Registered Offering Price Per Offering Price (2) Amount of
be Registered Share (1) (2) Registration Fee (3)
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Common Stock, par
value $.01 per share 2,500,000(4) $17.9063 $44,765,750 $13,205.90
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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 April 3, 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) Includes 2,500,000 shares of Common Stock available for issuance under the
1996 Amended and Restated Stock Option Plan, plus such additional number of
shares of Common Stock as may be issuable pursuant to the antidilution
provisions of the Stock Option Plan.
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<PAGE>
EXPLANATORY NOTE
On October 23, 1997, the Board of Directors of Paymentech, Inc. (the
"Company") approved an amendment to the Company's 1996 Amended and Restated
Stock Option Plan (the "Stock Option Plan"). Such amendment was approved by the
Stockholders of the Company on December 3, 1997. The amendment to the Stock
Option Plan provides for an additional 2,500,000 shares of the Company's Common
Stock, par value $.01 per share (the "Common Stock"), that may be acquired
pursuant to options granted under the Stock Option Plan. This Registration
Statement on Form S-8 relates to such additional 2,500,000 shares of Common
Stock issuable upon the exercise of options to acquire shares of Common Stock
pursuant to the Stock Option Plan. The Company previously registered 3,200,000
shares of Common Stock for issuance pursuant to the Stock Option Plan on a
Registration Statement on Form S-8 (No. 333-02786). An additional 800,000
shares were registered pursuant to the Company's stock-loan program on a
Registration Statement on Form S-1 (No. 333-00262) in connection with the
Company's initial public offering. Pursuant to General Instruction E to Form
S-8, the Company incorporates by reference herein the contents of such prior
Registration Statements. Following the filing of this Registration Statement, a
total of 6,500,000 shares will be registered for issuance pursuant to the Stock
Option Plan.
ITEM 8. EXHIBITS
*5.1 Opinion of Corinna Ulrich regarding the legality of the
securities being registered.
*23.1 Consent of Corinna Ulrich (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).
______________________
* Filed herein.
-2-
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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 April 3, 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 April 3, 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
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/ Kathryn J. Kessler Chief Accounting Officer
- ------------------------- (Principal Financial Officer)
Kathryn J. Kessler
/s/ William P. Boardman Director
- -------------------------
William P. Boardman
/s/ John B. McCoy Director
- -------------------------
John B. McCoy
/s/ Rupinder S. Sidhu Director
- -------------------------
Rupinder S. Sidhu
/s/ Ronald G. Steinhart Director
- -------------------------
Ronald G. Steinhart
-3-
<PAGE>
EXHIBIT INDEX
------- -----
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
* 5.1 Opinion of Corinna Ulrich regarding
the legality of the securities being
registered.
* 23.1 Consent of Corinna Ulrich (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).
- -------------------
* filed herewith.
-4-
<PAGE>
EXHIBIT 5.1
April 6, 1998
Paymentech, Inc.
1601 Elm Street, 8th Floor
Dallas, Texas 75201
Ladies and Gentlemen:
I am 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 2,500,000 shares of Common Stock, par value $.01 per share, pursuant
to an amendment to the Paymentech, Inc. 1996 Amended and Restated Stock Option
Plan (the "Stock Option Plan"), which amendment provides for the reservation for
issuance of 2,500,000 additional shares of Common Stock under the Stock Option
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. 333-02786),
relating to certain shares of Common Stock issued or reserved for issuance
pursuant to the Stock Option Plan, as filed with the Commission under the
Securities Act on March 27, 1996; (iii) the Registration Statement on Form S-1
(File No. 333-00262) relating to certain shares of Common Stock issued or
reserved for issuance pursuant to the Company's stock-loan program, as filed
with the Commission on January 12, 1996, as amended by amendments to such
Registration Statement filed with the Commission on February 14, 1996 and
February 26, 1996, and the final prospectus with respect to such registration
statement dated March 21, 1996; (iv) the Certificate of Incorporation and By-
laws of the Company, each as currently in effect; (v) the Stock Option Plan, as
amended to date, (vi) a specimen of the certificates to be used to represent the
Shares; (vii) certain resolutions dated October 23, 1997 of the Board of
Directors of the Company relating to the Stock Option Plan and the Shares and
(viii) certain minutes dated December 3, 1998 related to the annual meeting of
the Stockholders of the Company. 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
<PAGE>
Paymentech, Inc.
April 6, 1998
Page 2
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.
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 Stock Option 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/ CORINNA ULRICH
Corinna Ulrich
Senior Director
and Senior Counsel
CU:tm
<PAGE>
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 April 3, 1998 for the registration of 2,500,000
shares of common stock) pertaining to the Paymentech, Inc. 1996 Amended and
Restated Stock Option Plan, 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 the year ended June 30, 1997, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
April 2, 1998
