<PAGE>
As Filed with the Securities and Exchange Commission on November 25, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
USCS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1727009
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2969 Prospect Park Drive
Rancho Cordova, California 95670
(Address of Principal Executive Offices) (zip code)
1996 STOCK OPTION PLAN
(Full Title of the Plans)
JAMES C. CASTLE, Ph.D.
Chief Executive Officer
USCS INTERNATIONAL, INC.
2969 Prospect Park Drive
Rancho Cordova, California 95670-6184
(Name and address of agent for service)
916-636-4500
(Telephone number, including area code, of agent for service)
With a copy to:
GILLES S. ATTIA, ESQ.
Graham & James LLP
400 Capitol Mall, Suite 2400
Sacramento, California 95814
(916) 558-6700
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<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.05
and related Preferred
Stock Purchase Rights
(the "Rights")(2)
2,940,000 Shares $15.25 $44,835,000 $13,586.36
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
1933 based on average of the high and low prices of a share of Common
Stock of the Company reported for trading on the Nasdaq National
Market System on November 22, 1996.
(2) The Rights are attached to and trade with the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by USCS
International, Inc. (the "Registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:
(a) Registrant's Prospectus filed with the Commission on June 21,
1996 pursuant to Rule 424(b)(4) of the Securities Act of 1933.
(b) Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended June 30, 1996 and September 30, 1996, filed
pursuant to Section 15(d) of the 1934 Act.
(c) The description of Common Stock contained in the Registration
Statement on Form 8-A filed with the Commission on June 18, 1996,
by which the shares of Common Stock of the Company were
registered under Section 12 of the 1934 Act.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The firm of Graham & James LLP has given an opinion as to the
securities being registered pursuant to this Registration Statement. Certain
attorneys of Graham & James LLP, counsel to the Registrant, own an aggregate of
5,845 shares of the Registrant's Common Stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the 1933 Act.
The Company's First Amended and Restated Certificate of Incorporation and
Bylaws provide for expanded indemnification of directors and officers of the
Company and limits the liability of directors of the Company. The Bylaws
provide that the Company shall indemnify each person who is or was an officer or
director of the Company, or is or was serving as an officer, director, employee
or agent of any other corporation, partnership, joint venture, trust or other
enterprise at the request of the Company, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement (if such settlement is
approved in advance by the Company, which approval shall not be unreasonably
withheld) actually and reasonably incurred by him or her in connection with such
action, suit or proceeding if he or she acted in good faith and in a manner he
or she believed to be in or not opposed to the best interests of the Company,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful. Such right to indemnification
includes the right to advancement of expenses incurred by such person prior to
final disposition of the proceeding, provided that such director or officer
shall provide the Company with an undertaking to repay all amounts so advanced
if it shall ultimately be determined by final judicial decision that such person
is not entitled to be indemnified for such expenses. The Bylaws also provide
that the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper. No person shall be indemnified
by the Court for any expenses or
II-2
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amounts paid in settlement with respect to any action to recover short-swing
profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.
The First Amended and Restated Certificate of Incorporation provides that if the
Delaware General Corporation Law is amended to further eliminate or limit the
personal liability of directors, then the liability of a director of the Company
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. The Company has also entered into
agreements to indemnify its officers and directors in addition to the
indemnification provided for in the Company's Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement.
Number Description of Exhibit
------ ----------------------
4.1 First Amended and Restated Certificate of Incorporation of
the Company dated April 23, 1996.*
4.2 Certificate of Designation of Rights, Preferences and
Privileges of Series A Stock.*
4.3 Shareholder Rights Agreement dated December 30, 1988 among
U.S. Computer Services, Westar Capital and Enterprise
Partners.*
4.4 Stockholder Rights Plan between the Company and Trustee.*
4.5 By-laws of the Company.*
5.1 Opinion of Graham & James LLP regarding legality of the
shares of Common Stock.
23.1 Consent of Graham & James LLP (incorporated by reference to
Exhibit 5.1 hereof).
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (see page II-6).
99.1 1996 Stock Option Plan.*
- --------------------
* Incorporated by reference to Registrant's Registration Statement on Form S-
1, Registration No. 333-3842, filed pursuant to Section 5 of the Securities
Act of 1933, as amended.
II-3
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes 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 the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in 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 a 20% 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.
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) The undersigned Registrant hereby undertakes 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 to be the initial bona fide offering.
(c) The undersigned Registrant hereby undertakes 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.
(d) 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) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit
II-4
<PAGE>
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.
(e) 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 Delaware Corporation Law, the First
Amended and Restated Certificate of Incorporation of the Registrant, the Bylaws
of Registrant and the indemnification agreements described above in Item 6,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Rancho Cordova, County of Sacramento, State of California, on the
25th day of November, 1996.
USCS INTERNATIONAL, INC.
By: /s/ James C. Castle
------------------------------
James C. Castle,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James C. Castle and Douglas L.
Shurtleff, and each of them, his true and lawful attorneys-in-fact and agents,
each with full power of substitution, each with power to act alone, to sign and
execute on behalf of the undersigned any amendment or amendments to this
Registration Statement and to perform any acts necessary in order to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, and each of the undersigned does hereby
ratify and confirm all that said attorneys-in-fact and agents, or their or his
substitutes, shall 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 and on the dates stated.
Dated: November 25, 1996 /s/ James C. Castle
------------------------------
James C. Castle
Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
Dated: November 25, 1996 /s/ George L. Argyros, Sr.
------------------------------
George L. Argyros, Sr.
Director
Dated: November 25, 1996 /s/ George M. Crandell, Jr.
------------------------------
George M. Crandell, Jr.
Director
II-6
<PAGE>
Dated: November 25, 1996 /s/ Charles D. Martin
------------------------------
Charles D. Martin
Director
Dated: November 25, 1996 /s/ Michael F. McGrail
------------------------------
Michael F. McGrail
Director
Dated: November 25, 1996 /s/ Larry W. Wangberg
------------------------------
Larry W. Wangberg
Director
Dated: November 25, 1996 /s/ Douglas L. Shurtleff
------------------------------
Douglas L. Shurtleff
Senior Vice-President of Finance
and Chief Financial Officer
(Principal Financial Officer)
Dated: November 25, 1996 /s/ Arthur O. Hawkins
------------------------------
Arthur O. Hawkins
Vice-President and Treasurer
(Principal Accounting Officer)
II-7
<PAGE>
INDEX TO EXHIBITS
Number Description of Exhibit
- ------ ----------------------
4.1 First Amended and Restated Certificate
of Incorporation of the Company dated
April 23, 1996.*
4.2 Certificate of Designation of Rights,
Preferences and Privileges of Series A
Stock.*
4.3 Shareholder Rights Agreement dated
December 30, 1988 among U.S. Computer
Services, Westar Capital and
Enterprise Partners.*
4.4 Stockholder Rights Plan between the
Company and Trustee.*
4.5 By-laws of the Company.*
5.1 Opinion of Graham & James LLP regarding
legality of the shares of Common Stock.
23.1 Consent of Graham & James LLP
(incorporated by reference to
Exhibit 5.1 hereof).
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (see page II-6).
99.1 1996 Stock Option Plan.*
- ------------------------------
* Incorporated by reference to Registrant's Registration Statement on Form S-
1, Registration No. 333-3842, filed pursuant to Section 5 of the Securities
Act of 1933, as amended.
II-8
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
November 25, 1996
USCS International, Inc.
2969 Prospect Park Drive
Rancho Cordova, California 95670
Ladies and Gentlemen:
You have requested our opinion as counsel for USCS International, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), and the Rules and
Regulations promulgated thereunder, of an aggregate of 2,940,000 shares (the
"Shares") of the Company's common stock, par value $0.05 per share (the "Common
Stock"), issuable upon the exercise of stock options granted under the Company's
1996 Stock Option Plan (the "Plan").
This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K
promulgated under the Securities Act.
For purposes of this opinion, we have examined the Registration Statement on
Form S-8 to be filed with the Commission on or about November 25, 1996 (the
"Registration Statement"). We have also been furnished with and have examined
originals or copies, certified or otherwise identified to our satisfaction, of
all such records of the Company, agreements and other instruments, certificates
of officers and representatives of the Company, certificates of public officials
and other documents as we have deemed it necessary as a basis for the opinions
hereafter expressed. As to questions of fact material to such opinions, we
have, where relevant facts were not independently established, relied upon
certifications by principal officers of the Company. We have made such further
legal and factual examination and investigation as we deem necessary for
purposes of rendering the following opinions.
In our examination we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the correctness of facts set forth in certificates,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such copies. We
have also assumed that such documents have each been duly authorized, properly
executed and delivered by each of the parties thereto other than the Company.
We are members of the bar of the State of California. Our opinions below are
limited to the laws of the State of California and the federal securities laws
of the United States.
<PAGE>
USCS International, Inc.
November 25, 1996
Page 2
Based on the foregoing, it is our opinion that all of the Shares, when issued
and delivered against payment in full of the respective exercise prices in
accordance with the terms of the Plan and agreements governing such options,
will be legally and validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-8.
Very truly yours,
/s/ Graham & James LLP
GRAHAM & JAMES LLP
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 4, 1996, except for Note 13
which is dated as of June 20, 1996, appearing on page F-2 of USCS
International, Inc.'s Registration Statement on Form S-1 for the three
years ended December 31, 1995.
/s/ Price Waterhouse LLP
Sacramento, CA
November 25, 1996
