<PAGE>
As filed with the Securities and Exchange Commission
on July 17, 1996
Registration No. 333-______
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
BILLING INFORMATION CONCEPTS CORP.
(Exact name of registrant as specified in its charter)
Delaware 74-2781950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9311 San Pedro, Suite 400
San Antonio, Texas 78216
(Address of principal executive offices) (Zip code)
-----------------------
BILLING INFORMATION CONCEPTS CORP.
1996 NON-EMPLOYEE DIRECTOR PLAN
(Full title of the plan)
-----------------------
Marshall N. Millard, Esq. Copy to:
Billing Information Concepts Corp. Joseph A. Hoffman, Esq.
9311 San Pedro, Suite 400 Arter & Hadden
San Antonio, Texas 78216 1717 Main Street, Suite 4100
(Name and address of agent Dallas, Texas 75201-4605
for service)
(210) 321-6900
(Telephone number, including area code,
of agent for service)
-----------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Aggregate Amount of Registration
Registered Amount to be Registered Per Share (3)(4) Offering Price(3)(4) Fee(4)
- ------------------------- ----------------------- ---------------- -------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 400,000 shares (1) $2.32 $928,000 $320.00
Series A Junior
Participating Preferred
Stock Purchase Rights (2) (2) (2) (2)
- ---------------
<FN>
(1) Pursuant to Rule 416, additional shares of the Common
Stock of the Company issued or which become issuable in order to
prevent dilution resulting from any future stock split, stock
dividend or similar transaction are also being registered
hereunder.
(2) The Series A Junior Participating Preferred Stock
Purchase Rights (the "Purchase Rights") are initially carried and
traded with the Company's Common Stock. The value attributable to
the Purchase Rights, if any, is reflected in the value of the
Company's Common Stock.
(3) Estimated solely for the purpose of calculating the
registration fee.
(4) Calculated pursuant to Rule 457(h) under the Securities
Act of 1933. The pro forma book value per share of the Common
Stock offered hereunder was $2.32 as of March 31, 1996.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Billing Information Concepts Corp. (the "Company") hereby
incorporates by reference in this Registration Statement the
Company's registration statement on Form 10, as amended, File No.
0-28536, filed with the Securities and Exchange Commission (the
"Commission") containing (i) audited financial statements for the
Company's fiscal year ended September 30, 1995, and (ii) a
description of the terms, rights and provisions applicable to the
Company's outstanding Common Stock and attached Series A Junior
Participating Preferred Stock Purchase Rights.
All documents filed by the Company subsequent to the date of
effectiveness of this Registration Statement pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities
offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part thereof
from the date of filing 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 Registration Statement
to the extent that a statement contained herein or in any
subsequently filed document which also is 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 Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law (the
"DGCL"), directors and officers as well as other employees and
individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation - a "derivative
action"), if they acted in good faith and in a manner they
reasonably 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 their conduct was
unlawful. A similar standard of care is applicable in the case of
derivative actions, except that indemnification extends only to
expenses (including attorneys' fees) incurred in connection with
defense or
<PAGE>
settlement of such an action and that the DGCL requires court
approval before there can be any indemnification where the person
seeking indemnification has been found liable to the Company.
Article VIII of the Bylaws of the Company requires the Company
to indemnify any person to whom, and to the extent, indemnification
may be granted pursuant to Section 145 of the DGCL.
Article XI of the Company's Amended and Restated Certificate
of Incorporation provides that each person who was or is made a
party to, or is involved in any action, suit or proceeding by
reason of the fact that he is or was a director, officer or
employee of the Company will be indemnified by the Company against
all expenses and liabilities, including attorneys' fees, reasonably
incurred by or imposed upon him, except in such case where the
director, officer or employee is adjudged guilty of willful
misfeasance in the performance of his duties. Article XI also
provides that the right of indemnification shall be in addition to
and not exclusive of all other rights to which such director,
officer or employee may be entitled.
The foregoing summaries are necessarily subject to the
complete text of the statute, Certificate and Bylaws referred to
above and are qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Except as noted below, the following exhibits are filed
herewith and made a part hereof:
Exhibit Description of Document
- ------- -----------------------
4.1 Amended and Restated Certificate of Incorporation
of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement
on Form 10, File No. 0-28536).
4.2 Certificate of Designation of Series A Junior
Participating Preferred Stock (incorporated by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form 10, File No. 0-
28536).
4.3 Bylaws of the Company (incorporated by reference to
Exhibit 3.3 to the Company's Registration Statement
on Form 10, File No. 0-28536).
4.4 Rights Agreement, dated as of July 10, 1996,
between the Company and U.S. Trust Company of
Texas, N.A. (incorporated by reference to Exhibit
4.2 to the Company's Registration Statement on Form
10, File No. 0-28536).
4.5 Billing Information Concepts Corp. 1996 Non-
Employee Director Plan (incorporated by reference
to Exhibit 10.9 to the Company's Registration
Statement on Form 10,
File No. 0-28536).
4.6 Benefit Plans and Employment Matters Allocation
Agreement, dated as of July 10, 1996, between U.S.
Long Distance Corp. and Billing Information
Concepts Corp. (incorporated by reference to
Exhibit 10.3 to the Company's Registration
Statement on Form 10, File No. 0-28536).
5.1 Opinion of Arter & Hadden (filed herewith).
23.1 Consent of Arter & Hadden (included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP (filed herewith).
24.1 Power of Attorney (included on the signature page
to this Registration Statement).
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby 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.
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 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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) 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.
(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 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
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
<PAGE>
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 Act and will be
governed by the final adjudication of such issue.
(d) The undersigned registrant undertakes, pursuant to Rule
401(b) under the Securities Act of 1933, that the form and contents
of any amendment to the Registration Statement shall conform to the
applicable rules and forms under the Securities Act of 1933 as in
effect on the filing date of such amendment.
<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 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 the City of San
Antonio, State of Texas, on July 15, 1996.
BILLING INFORMATION CONCEPTS CORP.
By: /s/ Parris H. Holmes, Jr.
-------------------------------
Parris H. Holmes, Jr.
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Parris H. Holmes,
Jr., Kelly E. Simmons and Marshall N. Millard, and each of them,
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his
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 and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Parris H. Holmes, Chairman of the Board July 15, 1996
Jr. and Chief Executive
- --------------------- Officer (Principal
Parris H. Holmes, Jr. Executive Officer)
/s/ Alan W. Saltzman President and Director July 15, 1996
- ---------------------
Alan W. Saltzman
/s/ Kelly E. Simmons Senior Vice President July 15, 1996
- --------------------- and Chief Financial
Kelly E. Simmons Officer (Principal
Financial and Accounting
Officer)
/s/ Lee Cooke Director July 15, 1996
- --------------------
Lee Cooke
/s/ James E. Sowell Director July 15, 1996
- --------------------
James E. Sowell
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Document Page
- ------- ----------------------- ------------
4.1 Amended and Restated Certificate of
Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's
Registration Statement on Form 10, File No.
0-28536).
4.2 Certificate of Designation of Series A Junior
Participating Preferred Stock (incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on
Form 10, File No. 0-28536).
4.3 Bylaws of the Company (incorporated by reference
to Exhibit 3.3 to the Company's Registration
Statement on Form 10, File No. 0-28536).
4.4 Rights Agreement, dated as of July 10, 1996,
between the Company and U.S. Trust Company of
Texas, N.A. (incorporated by reference to Exhibit 4.2
to the Company's Registration Statement on
Form 10, File No. 0-28536).
4.5 Billing Information Concepts Corp. 1996
Non-Employee Director Plan (incorporated
by reference to Exhibit 10.9 to the
Company's Registration Statement on
Form 10, File No. 0-28356).
4.6 Benefit Plans and Employment Matters Allocation
Agreement, dated as of July 10, 1996, between U.S. Long
Distance Corp. and Billing Information Concepts Corp.
(incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form 10, File No.
0-28536).
5.1 Opinion of Arter & Hadden (filed herewith).
23.1 Consent of Arter & Hadden (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP (filed herewith).
24.1 Powers of Attorney (included on the signature page to
this Registration Statement).
Exhibit 5.1
ARTER & HADDEN
1717 Main Street, Suite 4100
Dallas, Texas 75201
(214) 761-2100
July 16, 1996
Billing Information Concepts Corp.
9311 San Pedro, Suite 400
San Antonio, Texas 78216
Re: Billing Information Concepts Corp.
1996 Non-Employee Director Plan
Ladies and Gentlemen:
We have acted as counsel to Billing Information Concepts
Corp. (the "Company") in connection with its registration statement
on Form S-8 (the "Registration Statement") filed under the
Securities Act of 1933 for the purpose of registering 400,000
shares of common stock, par value $.01 per share, of the Company
(the "Common Stock") and the Series A Junior Participating
Preferred Stock Purchase Rights carried with the Common Stock (the
"Rights") issuable under the Billing Information Concepts Corp.
1996 Non-Employee Director Plan (the "Plan").
We have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion. We
have assumed the authenticity of all documents we have examined and
have assumed the genuineness of all signatures thereon.
Based on the foregoing and subject to the comments noted
below, we are of the opinion that, assuming that the Company
maintains an adequate number of authorized but unissued shares and
or treasury shares of Common Stock available for issuance under the
Plan, the Common Stock and the Rights, when issued in accordance
with the terms of the Plan, will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby bring to your attention that our legal opinions
are an expression of professional judgment and not a guarantee of
a result. This opinion is rendered as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you of
any changes in or new developments that might affect any matters or
opinions set forth herein.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Arter & Hadden
ARTER & HADDEN
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated May 13, 1996, included in Billing Information Concept
Corp.'s Form 10/A Amendment No. 1 (No. 0-28536) and of our reports
dated November 10, 1995, included in U.S. Long Distance Corp.'s
Form 10-K for the year ended September 30, 1995, which is
incorporated by reference in Billing Information Concept Corp.'s
Form 10/A Amendment No. 1, and to all references to our firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
San Antonio, Texas
July 11, 1996
