<PAGE> 1
As filed with the Securities and Exchange Commission on September 30, 1997
REGISTRATION NO. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
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.)
7411 JOHN SMITH DRIVE, SUITE 200
SAN ANTONIO, TEXAS 78229
(210) 949-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------------
KELLY E. SIMMONS
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
BILLING INFORMATION CONCEPTS CORP.
7411 JOHN SMITH DRIVE, SUITE 200
SAN ANTONIO, TEXAS 78229
(210) 949-7000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
--------------------
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
PHILLIP M. RENFRO, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
300 CONVENT STREET, SUITE 2200
SAN ANTONIO, TEXAS 78205
(210) 270-7172
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] ____
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ___
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
<TABLE>
<CAPTION>
==============================================================================================================================
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Amount of Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities to be Registered Shares Price Per Share(1) Offering Price(1) Registration
to be Fee
Registered
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value
per share . . . . . . . . . . 425,000 $35.125 $14,928,125 $4523.67
- ------------------------------------------------------------------------------------------------------------------------------
Purchase Rights(2)(3) . . . . 425,000 - - -
- ------------------------------------------------------------------------------------------------------------------------------
Total . . . . . . . . . . . . 425,000 - $14,928,125 $4523.67
==============================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the proposed maximum offering price per share
and proposed maximum aggregate offering price have been calculated on
the basis of the average of the bid and ask prices of the Common Stock
as reported on the Nasdaq National Market on September 25, 1997.
(2) No fee pursuant to Rule 457(g).
(3) Purchase Rights related to the Common Stock pursuant to Rights
Agreement dated as of July 10, 1996, between Registrant and U.S. Trust
Company of Texas, N.A., Rights Agent.
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 a further 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> 2
P R O S P E C T U S
425,000 SHARES
BILLING INFORMATION CONCEPTS CORP.
COMMON STOCK
----------------------
This Prospectus has been prepared for use in connection with the
proposed sale or distribution by certain stockholders (the "Selling
Stockholders") of an aggregate of 425,000 shares (the "Shares") of common
stock, par value $.01 per share ("Common Stock"), of Billing Information
Concepts Corp. ("Billing" or the "Company"). The Shares may be sold from time
to time by or for the account of the Selling Stockholders in the
over-the-counter market, on the National Association of Securities Dealers
Automated Quotation System, Inc. ("NASDAQ") or otherwise at prices and on terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. The Shares may be sold by any one or more of the
following methods: (a) a block trade (which may involve crosses) in which the
broker or dealer so engaged will attempt to sell the securities as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; and (d) privately negotiated transactions.
The Common Stock is traded on the National Market System of NASDAQ
(the "Nasdaq National Market") under the symbol "BILL." On September 25, 1997,
the last reported sale price for the Common Stock on the Nasdaq National Market
was $35.00 per share.
The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby and will bear all costs and expenses incident to their
registration. See "Plan of Distribution."
The Shares have not been registered for sale under the securities laws
of any state or jurisdiction as of the date of this Prospectus. Brokers or
dealers effecting transactions in the Shares should confirm the registration
thereof under the securities laws of the states in which such transactions
occur, or the existence of any exemption from registration.
----------------------
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET
FORTH UNDER THE CAPTION "RISK FACTORS" ON PAGE 3 HEREOF.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECU-
RITIES 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 September 30, 1997
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"SEC") in Washington, D.C., a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered by this Prospectus.
Certain of the information contained in the Registration Statement is omitted
from this Prospectus, and reference is hereby made to the Registration
Statement and exhibits and schedules relating thereto for further information
with respect to the Company and the securities offered by this Prospectus. The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with the SEC. Such
reports, proxy statements and other information are available for inspection
and copies of such materials may be obtained upon payment of the fees
prescribed therefor by the rules and regulations of the SEC from the SEC, at
its principal offices located at Judiciary Plaza, 450 Fifth Street, Room 1024,
Washington, D.C., and at the following regional offices of the SEC: Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and
at Seven World Trade Center, Suite 1300, New York, New York 10048, and copies
of all or any part of the Registration Statement may be obtained from the
Public Reference Section of the SEC, at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549 upon the payment of the fees prescribed by the
SEC. The SEC maintains a WorldWide Web site on the Internet at
http://www.sec.gov that contains reports, proxy statements and other
information regarding registrants that file electronically with the SEC.
INCORPORATION OF CERTAIN DOCUMENTS
The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 and the Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1996, March 31, 1997 and June 30, 1997, are hereby
incorporated herein by reference.
The Company's Registration Statement on Form 10 dated May 14, 1996
(Registration No. 0-18195), is hereby incorporated herein by reference.
The description of the Company's Common Stock and the Company's
Preferred Stock Purchase Rights, each of which is contained under the caption
"Description of Capital Stock" in the Registration Statement on Form 10 dated
May 14, 1996 (Registration No. 0-18195), are hereby incorporated herein by
reference.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act, after the date of this Prospectus and prior to
the termination of the Registration Statement of which this Prospectus is a
part with respect to registration of the Shares, shall be deemed to be
incorporated by reference in this Prospectus and be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Prospectus shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained in this Prospectus, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference, modifies
or replaces such statement.
The Company undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon written or oral request
of any such person, a copy of any or all of the documents incorporated by
reference herein, other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into the information that this
Prospectus incorporates. Written or oral requests for such copies should be
directed to: Billing Information Concepts Corp., 7411 John Smith Drive, Suite
200, San Antonio, Texas 78229, Attention: Marshall N. Millard, telephone (210)
949-7000.
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<PAGE> 4
RISK FACTORS
Other than historical and factual statements, the matters and items
discussed in this Prospectus are forward- looking statements that involve risks
and uncertainties. The Company's actual results may differ materially from the
results discussed in the forward-looking statements. In addition to other
information contained in this Prospectus, the following factors could
contribute to such differences. Prospective investors should carefully consider
the following factors and cautionary statements in determining whether to
purchase shares of Common Stock in the offering made hereby. All factors
should be considered in conjunction with the other information and financial
data appearing elsewhere in this Prospectus and in the documents incorporated
herein by reference. See "Disclosure Regarding Forward-Looking Statements."
Each investor should carefully examine this entire Prospectus and
should give particular attention to the risk factors set forth below.
LACK OF OPERATING HISTORY AS A SEPARATE ENTITY; LIMITED RELEVANCE OF
HISTORICAL FINANCIAL INFORMATION. The Company was organized in 1996 for the
purpose of effecting the Distribution (as defined below). Billing has a limited
operating history as an independent public company, but owns and conducts the
billing clearinghouse and information management services business previously
conducted by U.S. Long Distance Corp. ("USLD").
Some of the financial information incorporated by reference herein may
not necessarily reflect the results of operations, financial position and cash
flows of the Company in the future or what the results of operations, financial
position and cash flows would have been had the Company been a separate,
stand-alone entity during the periods presented.
DEPENDENCE UPON KEY PERSONNEL; MANAGEMENT OF GROWTH. The Company's
future success depends to a significant degree upon the continued services of
its Chairman of the Board and Chief Executive Officer, Parris H. Holmes, Jr.,
its President and Chief Operating Officer, Alan W. Saltzman, and other key
senior management personnel. Messrs. Holmes and Saltzman are covered by an
insurance policy under which Billing is the beneficiary. The Company has a
four-year employment agreement with Mr. Holmes and a two-year employment
agreement with Mr. Saltzman, each of which contains non- compete and
confidentiality provisions. Billing's future success also depends on its
continuing ability to attract and retain highly qualified managerial personnel.
Competition for such personnel is intense, and there can be no assurance that
Billing will be able to retain its key managerial employees or attract,
assimilate or retain other highly qualified managerial personnel in the future.
The Company's ability to manage growth successfully will require that it
continue to improve its operational, management and financial systems and
controls. Failure to do so could have a material adverse effect upon the
Company's business and results of operations.
DEPENDENCE ON PROPRIETARY TECHNOLOGY. The Company's future success is
heavily dependent upon its proprietary software technology. Billing relies
principally on trade secret and copyright law and nondisclosure agreements and
other contractual arrangements to protect its software technology. Billing
currently enters into confidentiality agreements with its key employees. There
can be no assurance that the steps taken by the Company will be effective in
preventing misappropriation of its proprietary rights.
CERTAIN ANTI-TAKEOVER FEATURES. Certain provisions of Billing's
Certificate of Incorporation and Bylaws, along with certain provisions of
Delaware statutory law and certain agreements between Billing and USLD, could
discourage potential acquisition proposals and could delay or prevent a change
in control of the Company. Such provisions could diminish the opportunities for
a stockholder to participate in tender offers, including tender offers at a
price above the then-current market value of Billing's Common Stock. Such
provisions also may inhibit fluctuations in the market price of Billing's
Common Stock that could result from takeover attempts.
DIVIDEND POLICY. The future payment of dividends by the Company will
depend on decisions that will be made by the Board of Directors of the Company
from time to time based on the results of operations and financial condition of
Billing and such other business considerations as the Board of Directors of
Billing considers relevant. The Company currently does not expect to pay
dividends in the foreseeable future. Additionally, the Company is a holding
company whose only material assets are the stock of its subsidiaries. As a
result, the Company conducts no business and will be dependent on distributions
it receives from its subsidiaries to pay dividends. There can be no assurance
that any such
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<PAGE> 5
distributions will be adequate to pay any dividends. Moreover, the Company is
subject to certain restrictions on the payment of dividends pursuant to its
credit agreements.
DEPENDENCE UPON CONTRACTS WITH LOCAL TELEPHONE COMPANIES. The
Company's business is dependent upon its contractual relationships with over
1,200 local telephone companies pursuant to which these local telephone
companies bill and collect from their customers on Billing's behalf. Most of
the billing and collection agreements cover a one to five year period and
provide for automatic renewals unless notice of termination is given. Certain
of these local telephone companies, whose billing services provide access to a
vast majority of the businesses and households in the United States, are
legally required to provide billing and collection services for Billing if they
provide such services for any other third party, such as Billing's competitors.
Although the Company has not experienced the termination of any contracts in
the past, there can be no assurance that these contracts will continue in
effect on their present terms, if at all. The termination of one or more of
these contracts would severely diminish the Company's capacity to provide
billing services in the geographic areas covered by the terminated contracts
and could adversely affect the Company's business.
ANTICIPATED BILLING SYSTEM EXPENDITURES. To facilitate and support the
growth anticipated in its business, Billing plans to make significant
expenditures in its operations over the next few years. Specifically, the
Company currently intends to spend material amounts to license, develop and
create information systems that will enable it to offer "direct billing" and
"invoice ready" services to its customers. These expenditures are expected to
be made in the areas of software development, hardware, related staffing and
additional local telephone company agreements. The Company is in the process of
negotiating additional local telephone company agreements for the
implementation of "invoice ready" billing services. The Company believes that
it will be able to fund these expenditures with internally generated funds and
borrowings, but there can be no assurance that such funds will be generated
and/or spent in these projects.
COMPETITION. The billing services industry is highly competitive and
is based upon pricing, customer service and value-added services. The Company
competes primarily with OAN Services, Inc. Billing's success is dependent upon
its continued ability to maintain high quality, market driven services at
competitive prices. Although management of the Company believes that the
Company currently competes favorably with respect to these factors, there can
be no assurance that Billing will be able to compete successfully with existing
or future competitors or that the competitive pressures faced by Billing will
not have a materially adverse effect on its business, operating results or
financial condition.
AUTHORIZATION OF PREFERRED STOCK. The Company's Certificate of
Incorporation authorizes the issuance of preferred stock with designations,
rights and preferences determined from time to time by its Board of Directors.
Accordingly, the Board of Directors is empowered, without stockholder approval,
to issue preferred stock with dividend, liquidation, conversion, voting or
other rights that could adversely affect the voting power or other rights of
the holders of the Common Stock. In the event of issuance, the preferred stock
could be used, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Company. Although the Company
has no present intention to issue any additional shares of its preferred stock,
there can be no assurance that it will not do so in the future.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains certain "forward-looking statements" within
the meaning of the Section 27A of the Securities Act and Section 21E of the
Exchange Act. Specifically, all statements other than statements of historical
facts included in this report regarding the Company's financial position,
business strategy and plans and objectives of management of the Company for
future operations are forward-looking statements. These forward-looking
statements are based on the beliefs of the Company's management, as well as
assumptions made by and information currently available to the Company's
management. When used in this report, the words "anticipate," "believe,"
"estimate," "expect" and "intend" and words or phrases of similar import, as
they relate to the Company or Company management are intended to identify
forward-looking statements. Such statements reflect the current view of the
Company with respect to future events and are subject to certain risks,
uncertainties and assumptions related to certain factors including, without
limitation, competitive factors, general economic conditions, customer
relations, relationships, relationships with vendors, the interest rate
environment, governmental regulation and supervision, seasonality, the
operation of the Company's networks, transmission costs, product introductions
and acceptance, technological change, changes in industry practices, one-time
events and other factors described herein ("cautionary statements"). Although
the Company believes that its expectations are reasonable, it can give no
assurance that such expectations will prove to be correct.
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<PAGE> 6
Based upon changing conditions, should any one or more of these risks or
uncertainties materialize, or should any underlying assumptions prove
incorrect, actual results may vary materially from those described herein as
anticipated, believed, estimated, expected or intended. All subsequent written
and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the
applicable cautionary statements.
THE COMPANY
The Company is a third-party billing clearinghouse and information
management services provider to the telecommunications industry. The Company
maintains contractual billing arrangements with over 1,200 local telephone
companies which provide access lines to and collect for services from end-users
of telecommunication services. The Company processes telephone call records and
other transactions and collects the related end-user charges from these local
telephone companies on behalf of its customers.
Billing's direct dial long distance customers, including local and
regional long distance carriers, use the Company as a billing clearinghouse for
processing and collecting call records generated by their end-users. Although
such carriers can bill end-users directly, Billing provides these carriers with
a very cost-effective means of billing and collecting residential and small
commercial accounts through the local telephone companies.
The Company processes telephone call records for customers providing
operator services largely to the hospitality, penal, and private and public pay
telephone industries. In addition, Billing processes records for telephone
calls that require operator assistance and/or alternative billing options such
as collect and person-to-person calls, third-party billing and calling card
billing. Because operator services providers have only the billing number and
not the name or address of the billed party, they must have access to the
services of the local telephone companies to collect their charges. The Company
provides this access to its customers through its contractual billing
arrangements with the local telephone companies that bill and collect on behalf
of these operator services providers.
Because Billing acts as an aggregator of telephone call records and
other transactions from various sources, it can negotiate discounted billing
costs with the local telephone companies due to its large volume and can pass
on these discounts to its customers. Additionally, Billing can provide its
services to those long distance carriers and operator services providers who
would otherwise not be able to make the investments in billing and collection
agreements with the local telephone companies, fees, systems, infrastructure
and volume commitments required to establish and maintain the necessary
relationships with the local telephone companies.
In 1994, Billing began providing enhanced billing services for
processing transactions related to providers of premium services or products
that can be billed through the local telephone companies, such as charges for
900 access pay-per-call transactions, cellular long distance services, paging
services, voice mail services, caller ID and other telecommunications equipment
charges.
In addition to its billing clearinghouse services, Billing also offers
billing management services to customers who have their own billing
arrangements with the local telephone companies. These management services may
include data processing, accounting, end-user customer service,
telecommunication tax processing and reporting.
On August 2, 1996, USLD distributed to its stockholders all of the
outstanding shares of common stock of the Company (the "Distribution") which,
prior to the Distribution, was a wholly-owned subsidiary of USLD. Upon the
completion of the Distribution, Billing became an independent, publicly-held
company that owns and operates the billing clearinghouse and information
management services business described above and previously owned by USLD.
Billing is a Delaware corporation. The Company's principal executive
offices are located at 7411 John Smith Drive, Suite 200, San Antonio, Texas
78229, and its telephone number is (210) 949-7000.
-5-
<PAGE> 7
USE OF PROCEEDS
The Shares to be sold pursuant to the Prospectus are owned by several
stockholders of the Company. The Company will not receive any of the proceeds
from the sale of the Shares. See "Selling Stockholders."
SELLING STOCKHOLDERS
The following table sets forth the name of each of the Selling
Stockholders and, as of September 25, 1997, the beneficial ownership of Common
Stock held by each of the Selling Stockholders, immediately prior to and upon
completion of this offering. All information as to beneficial ownership has
been furnished by each of the Selling Stockholders. The number of Shares that
may be actually sold by each of the Selling Stockholders will be determined by
each such Selling Stockholder, and may depend upon a number of factors,
including, among other things, the market price of the Common Stock. Because
each Selling Stockholder may offer all, some or none of the Shares that each
holds, and because the offering contemplated by this Prospectus is currently
not being underwritten, no estimate can be given as to the number of Shares
that will be held by any Selling Stockholder upon or prior to the termination
of this offering. See "Plan of Distribution." Each Selling Stockholder has sole
voting and investment power over the shares listed. Except as set forth below,
no Selling Stockholder has had a material relationship with the Company or any
of its predecessors or affiliates within the past three years.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Before the Offering After the Offering(1)
------------------------- -------------------------
Number Percentage of Shares to Number Percentage
Name of Shares Class(2) be Sold of Shares of Class
---- --------- ------------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Michael A. Harrelson(3) 325,000 2.0% 325,000 0 0%
John W. Savery(4) 33,333 * 33,333 0 0%
Neil Todd Ingram(5) 33,333 * 33,333 0 0%
Ronald I. McDougall(6) 33,334 * 33,334 0 0%
</TABLE>
- --------------------------
* represents less than 1%
(1) Assumes all shares of Common Stock offered hereby are sold.
(2) Based on 16,120,186 shares of the Company outstanding as of August 15,
1997.
(3) Mr. Harrelson serves as Senior Vice President and Chief Information
Officer of the Company and President of Computer Resources Management
I, Inc., a wholly-owned subsidiary of the Company.
(4) Constitutes shares issued or issuable upon the exercise of warrants
granted pursuant to a telecommunications service agreement with Paytel
Northwest, Inc., of which Mr. Savery was a principal stockholder.
Includes 16,667 shares acquired under such warrants on June 13, 1997
and 16,666 shares that may be acquired thereunder beginning January
15, 1998.
(5) Constitutes shares issued or issuable upon the exercise of warrants
granted pursuant to a telecommunications service agreement with Paytel
Northwest, Inc., of which Mr. Ingram was a principal stockholder.
Includes 16,667 shares acquired under such warrants on June 13, 1997
and 16,666 shares that may be acquired under such warrants beginning
January 15, 1998.
(6) Constitutes shares issued or issuable upon the exercise of warrants
granted pursuant to a telecommunications service agreement with Paytel
Northwest, Inc., of which Mr. McDougall was a principal stockholder.
Includes 16,667 shares acquired under such warrants on June 13, 1997
and 16,667 shares that may be acquired thereunder beginning January
15, 1998.
In June 1997, Computer Resources Management, Inc. ("CRM") was merged (the
"Merger") into a wholly-owned subsidiary of the Company. In connection with the
Merger, Mr. Harrelson received $8,450,000 and 325,000 shares of Common Stock
(the "CRM Shares"). The CRM Shares are being offered hereby.
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<PAGE> 8
PLAN OF DISTRIBUTION
The Company is registering the Shares on behalf of the Selling
Stockholders. All costs, expenses and fees in connection with the registration
of the Shares offered hereby will be borne by the Company. Brokerage
commissions, if any, attributable to the sale of Shares will be borne by the
Selling Stockholders (or his donees or pledgees).
The Shares may be sold from time to time by or for the account of the
Selling Stockholders in the over-the-counter market, on the Nasdaq National
Market or otherwise at prices and on terms then prevailing or at prices related
to the then current market price, or in negotiated transactions. The Shares may
be sold by any one or more of the following methods: (a) a block trade (which
may involve crosses) in which the broker or dealer so engaged will attempt to
sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction; (b) purchases by a broker or dealer
as principal and resale by such broker or dealer for its account pursuant to
this Prospectus; (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and (d) privately negotiated transactions. Each
Selling Stockholder will act independently of the Company in making decisions
with respect to the timing, manner and size of each sale. To the Company's
knowledge, no Selling Stockholder has entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers
regarding the sale of the Shares, nor does the Company know the identity of the
brokers or market makers which will participate in the offering. The Selling
Stockholders may effect such transactions by selling the Shares directly to
purchasers or to or through broker-dealers which may act as agents or
principals. In effecting sales, broker-dealers engaged by the Selling
Stockholders may arrange for other broker-dealers to participate. Such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Stockholders and/or the purchasers of Common
Stock for whom such broker-dealers may act as agents or to whom they sell as
principal, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). Each of the Selling Stockholders and
any broker- dealers that act in connection with the sale of the Shares might be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act and any commission received by them and any profit on the resale
of the shares of Common Stock as principal might be deemed to be underwriting
discounts and commissions under the Securities Act. Each Selling Stockholder
may agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. Liabilities under the
federal securities laws cannot be waived. Because each Selling Stockholder may
be deemed to be an "underwriter" within the meaning of Section 2(11) of the
Securities Act, each Selling Stockholder will be subject to prospectus delivery
requirements under the Securities Act. Furthermore, each Selling Stockholder,
any broker or dealer and any "affiliated purchasers" will be subject to the
applicable provisions of the Exchange Act and the Securities Act and the rules
and regulations thereunder, including, without limitation, Regulation M under
the Exchange Act, which provisions may limit the timing of the purchases and
sales of the Company's securities by the Selling Stockholders, any broker or
dealer and any "affiliated purchasers."
One of the Selling Stockholders may be entitled under agreements entered
into with the Company to indemnification against liabilities under the
Securities Act.
The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby and will bear all costs and expenses incident to their
registration.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Article XV of the Company's Certificate of Incorporation ("Article XV")
eliminates the personal liability of the Company's directors to the Company or
its stockholders for monetary damages for breach of fiduciary duty except under
certain circumstances. Directors remain liable for (i) any breach of the duty
of loyalty to the Company or its stockholders, (ii) any act or omission not in
good faith or which involves intentional misconduct or a knowing violation of
law, (iii) any violation of Section 174 of the Delaware General Corporation Law
("DGCL"), which proscribes the payment of dividends and stock purchases or
redemptions under certain circumstances, and (iv) any transaction from which a
director derived an improper personal benefit.
Article XV further provides that future repeal or amendment of its terms
will not adversely affect any rights of directors existing thereunder with
respect to acts or omissions occurring prior to such repeal
-7-
<PAGE> 9
or amendment. Article XV also incorporates any future amendments to Delaware
law which further eliminate or limit the liability of directors.
Under Section 145 of 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 settlement of such an action and 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 Company's Bylaws provides that the Company shall
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 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 or malfeasance 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors and officers and controlling persons pursuant
to the foregoing provisions, the Company has been advised that, in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon by the
Company.
EXPERTS
The consolidated financial statements included in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1996 incorporated
by reference in this Prospectus have been audited by Arthur Andersen LLP,
independent accountants, to the extent and for the periods set forth in their
reports incorporated herein by reference, and are incorporated herein in
reliance on such reports given upon the authority of such firm as experts in
accounting and auditing.
-8-
<PAGE> 10
================================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information . . . . . . . . . . . . . . 2
Incorporation of Certain Documents . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . 3
Disclosure Regarding Forward Looking
Statements . . . . . . . . . . . . . . . . . . . 4
The Company . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . 6
Selling Stockholders . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . . 7
Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
================================================================================
================================================================================
425,000 SHARES
BILLING INFORMATION
CONCEPTS CORP.
COMMON STOCK
------------------
P R O S P E C T U S
SEPTEMBER 30, 1997
------------------
================================================================================
<PAGE> 11
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering are:
<TABLE>
<S> <C>
SEC registration fee $ 4,524
Legal fees and expenses* 6,000
Miscellaneous* 1,872
------
Total $12,396
-------------------- =======
* Estimated
</TABLE>
The Company has agreed to pay all the costs and expenses of
this offering.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers the
Registrant to, and the Bylaws of the Registrant provide that it 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, suit or proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interest
of the Registrant, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful; except that, in the
case of an action or suit by or in the right of the Registrant, no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Registrant unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine that such person is fairly and reasonably entitled
to indemnity for proper expenses.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
The Registrant maintains directors' and officers' liability insurance
that covers the directors and officers of the Registrant.
ITEM 16. EXHIBITS.
Exhibit No. Exhibit
5.1 Opinion of Billing Information Concepts Corp. regarding
legality (filed herewith)
23.1 Consent of Billing Information Concepts Corp. (contained in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP (filed herewith)
24.1 Power of Attorney (included on signature page).
ITEM 17. 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 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;
II-1
<PAGE> 12
(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; and
(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 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) The undersigned registrant hereby undertakes that, 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 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.
II-2
<PAGE> 13
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-3 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 and State of Texas the 26th day of
September, 1997.
BILLING INFORMATION CONCEPTS CORP.
By:
---------------------------------------
Kelly E. Simmons
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Alan W. Saltzman and Kelly E. Simmons,
or either of them, his true and lawful attorney-in-fact and agent, 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
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
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 attorney-in-fact and agent or either 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.
<TABLE>
<S> <C> <C>
SIGNATURE TITLE DATE
- --------- ----- ----
- -------------------------- Chairman of the Board and September 26, 1997
Parris H. Holmes, Jr. Chief Executive Officer
and a Director
(Principal Executive Officer)
- -------------------------- President and Chief September 26, 1997
Alan W. Saltzman Operating Officer
and a Director
- -------------------------- Senior Vice President September 26, 1997
Kelly E. Simmons and Chief Financial Officer
(Principal Financial and
Accounting Officer)
- -------------------------- Director September 26, 1997
Lee Cooke
- -------------------------- Director September 26, 1997
James E. Sowell
- -------------------------- Director September 26, 1997
Thomas G. Loeffler
</TABLE>
II-3
<PAGE> 14
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-3 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 and State of
Texas the 26th day of September, 1997.
BILLING INFORMATION CONCEPTS CORP.
By: /s/ Kelly E. Simmons
---------------------------------
Kelly E. Simmons
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
individual whose signature appears below constitutes and appoints Alan W.
Saltzman and Kelly E. Simmons, or either of them, his true and lawful
attorney-in-fact and agent, 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 and all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting said attorney-in-fact and agent, 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 attorney-in-fact and agent or either 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.
<TABLE>
<S> <C> <C>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Parris H. Holmes, Jr. Chairman of the Board and September 26, 1997
- -------------------------
Parris H. Holmes, Jr. Chief Executive Officer
and a Director
(Principal Executive Officer)
/s/ Alan W. Saltzman President and Chief September 26, 1997
- -------------------------
Alan W. Saltzman Operating Officer
and a Director
/s/ Kelly E. Simmons Senior Vice President September 26, 1997
- ------------------------- and Chief Financial Officer
Kelly E. Simmons (Principal Financial and
Accounting Officer)
/s/ Lee Cooke Director September 26, 1997
- -------------------------
Lee Cooke
/s/ James E. Sowell Director September 26, 1997
- -------------------------
James E. Sowell
/s/ Thomas G. Loeffler Director September 26, 1997
- -------------------------
Thomas G. Loeffler
</TABLE>
II-4
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
- ---------- ------- ----
<S> <C> <C>
5.1 Opinion of Billing Information Concepts Corp. regarding legality (filed herewith) II-6
23.1 Consent of Billing Information Concepts Corp. (contained in Exhibit 5) II-6
23.2 Consent Arthur Andersen LLP (filed herewith) . . . . . . . . . . . . . . . II-7
24.1 Power of Attorney (included on signature page) . . . . . . . . . . . . . . II-4
</TABLE>
II-5
<PAGE> 1
[BILLING CONCEPTS LETTERHEAD]
September 30, 1997
Billing Information Concepts Corp.
7411 John Smith Drive, Suite 200
San Antonio, Texas 78229
Dear Sirs:
As Corporate Counsel to Billing Information Concepts Corp., a Delaware
corporation (the "Company"), I am familiar with the Registration Statement on
Form S-3 (the "Registration Statement") to be filed with the Securities and
Exchange Commission on or about September 30, 1997, under the Securities Act
of 1933, as amended, relating to an aggregate of 425,000 shares (the "Shares")
of Common Stock, $.01 par value ("Common Stock"), of the company to be sold by
certain selling stockholders listed in the Registration Statement (the "Selling
Stockholders"). The Shares have either been issued pursuant to the terms of the
Merger described in the Registration Statement, or have been or will be issued
pursuant to the proper and valid exercise of certain warrants (the "Warrants")
held by certain of the Selling Stockholders, each as described in the
Registration Statement.
In connection therewith, I have examined such corporate records, documents and
such questions of law as I have considered necessary or appropriate for the
purposes of this opinion and, upon the basis of such examination, advise you
that in my opinion the 425,000 shares of Common Stock to be sold by the Selling
Stockholders have been duly and validly authorized, have been, or when issued
in accordance with the terms of the Warrants will be, validly issued, fully
paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ MARSHALL N. MILLARD
Marshall N. Millard
Corporate Counsel
MNM/jms
<PAGE> 1
EXHIBIT 23.2
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated November 14,
1996, included in the Billing Information Concepts Corp. Form 10-K for the year
ended September 30, 1996, and to all references to our firm, included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
San Antonio, Texas
September 30, 1996
