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As filed with the Securities and Exchange Commission on July 27, 1998
REGISTRATION NO. 333-36785
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BILLING 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)
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W. AUDIE LONG
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
BILLING 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)
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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.
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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: [ ]
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This Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-3 (Registration No. 333-36785) is filed pursuant to
paragraph (b) of Rule 416 under the Securities Act of 1933, as amended, to
reflect a change in the amount of securities registered hereunder. On January 9,
1998, Billing Concepts Corp. (formerly known as Billing Information Concepts
Corp.) announced a dividend of one additional share of Common Stock, $.01 par
value per share ("Common Stock"), and one additional Purchase Right (related to
the Common Stock pursuant to Rights Agreement dated as of July 10, 1996, between
the Registrant and U.S. Trust Company of Texas, N.A., Rights Agent) on each
share of Common Stock, payable on January 30, 1998, to holders of record of
Common Stock at the close of business on January 20, 1998. As a result of the
dividend, an additional 425,000 shares of Common Stock and 425,000 Purchase
Rights are registered hereunder, bringing the total number of shares of Common
Stock registered hereunder to 850,000 and the total number of Purchase Rights
registered hereunder to 850,000.
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PART II
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
5.1 Opinion of Billing Concepts Corp. regarding legality (filed
herewith)
23.1 Consent of Billing Concepts Corp. (contained in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP (filed herewith)
</TABLE>
II - 1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), 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 Post-Effective Amendment on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Antonio and
State of Texas the 27th day of July, 1998.
BILLING CONCEPTS CORP.
By: /s/ Kelly E. Simmons
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Kelly E. Simmons
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
*/s/ Parris H. Holmes, Jr. Chairman of the Board and July 27, 1998
----------------------------------- Chief Executive Officer
Parris H. Holmes, Jr. and a Director
(Principal Executive Officer)
*/s/ Alan W. Saltzman President and Chief July 27, 1998
----------------------------------- Operating Officer
Alan W. Saltzman and a Director
/s/ Kelly E. Simmons Senior Vice President July 27, 1998
----------------------------------- and Chief Financial Officer
Kelly E. Simmons (Principal Financial and
Accounting Officer)
*/s/ Lee Cooke Director July 27, 1998
-----------------------------------
Lee Cooke
*/s/ James E. Sowell Director July 27, 1998
-----------------------------------
James E. Sowell
*/s/ Thomas G. Loeffler Director July 27, 1998
-----------------------------------
Thomas G. Loeffler
*by: /s/ Kelly E. Simmons
-----------------------------------
Kelly E. Simmons
Attorney-in-Fact and Agent
</TABLE>
II - 2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
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<S> <C> <C>
5.1 Opinion of Billing Concepts Corp. regarding legality
(filed herewith) II-4
23.1 Consent of Billing Concepts Corp. (contained in
Exhibit 5) II-4
23.2 Consent of Arthur Andersen LLP (filed herewith) II-5
</TABLE>
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EXHIBIT 5.1
[BCC LETTERHEAD]
July 27, 1998
Billing Concepts Corp.
7411 John Smith Drive, Suite 200
San Antonio, Texas 78229
Dear Sirs:
As General Counsel to Billing Concepts Corp., a Delaware corporation
formerly known as Billing Information Concepts Corp. (the "Company"), I am
familiar with the Post-Effective Amendment Number 1 (the "Post-Effective
Amendment") to the Registration Statement on Form S-3 (Registration No.
333-36785) (the "Registration Statement") to be filed with the Securities and
Exchange Commission on or about July 27, 1998, under the Securities Act of 1933,
as amended, relating to an aggregate of 850,000 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 (i) issued pursuant to the terms of
the Merger described in the Registration Statement, (ii) 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, or (iii) issued pursuant to the Common Stock dividend as
described in the Post-Effective Amendment.
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 850,000 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
Post-Effective Amendment.
Very truly yours,
/s/ W. Audie Long
W. Audie Long
General Counsel
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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 reports dated November 14,
1997, included in the Billing Concepts Corp. (formerly known as Billing
Information Concepts Corp.) Form 10-K for the year ended September 30, 1997,
and to all references to our firm, included in this Registration Statement.
/s/ Arthur Andersen LLP
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San Antonio, Texas
July 27, 1998
