<PAGE>
As filed with the Securities and Exchange Commission September 25, 1998
Registration No. 333-08303
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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 74-2522103
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7411 JOHN SMITH DRIVE, SUITE 200
SAN ANTONIO, TEXAS 78229
(Address of principal executive offices) (Zip Code)
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BILLING CONCEPTS CORP. 401(k) RETIREMENT PLAN
(Full title of the plan)
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W. AUDIE LONG, ESQ. COPY TO:
SENIOR VICE PRESIDENT - GENERAL COUNSEL PHILLIP M. RENFRO, ESQ.
BILLING CONCEPTS CORP. FULBRIGHT & JAWORSKI, L.L.P.
7411 JOHN SMITH DRIVE, SUITE 200 300 CONVENT STREET, SUITE 2200
San Antonio, Texas 78229 San Antonio, Texas 78205
(210) 949-7000 (210) 224-5575
(Name, address and telephone
number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering price Aggregate Amount of Registration
be Registered Registered (1) Per Share(3) Offering Price(3) Fee(4)
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<S> <C> <C> <C> <C>
Common Stock 60,000 Shares(2) $14.5625 $873,750 $257.76
($.01 par value)
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Series A Junior
Participating 60,000 Shares --- -- --
Preferred
Stock Purchase
Rights(5)
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</TABLE>
(1) The securities to be registered represent additional shares
reserved for issuance under the Billing Concepts Corp. 401(k) Retirement Plan
(the "Plan"). In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan.
(2) Maximum number of shares expected to be acquired under the Plan in
1998 and 1999 and assumes that all employee contributions are used to
purchase shares of Common Stock in the Plan.
-1-
<PAGE>
(3) Estimated solely for the purpose of calculating the registration
fee based upon the average of the high and low bid prices per share of Common
Stock on the Nasdaq Stock Market's National Market on September 23, 1998, in
accordance with Rules 457(c) and (h) and General Instruction E to Form S-8.
(4) Relates only to additional shares registered hereby and does not
include the amount of the registration fee previously paid in connection with
the 25,000 shares previously registered for sale by that Registration
Statement on Form S-8, SEC File No. 333-08303 filed with the Securities and
Exchange Commission on July 17, 1996.
(5) 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. No fee is required
pursuant to Rule 457(g).
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<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8, SEC File No.
333-08303, filed with the Securities and Exchange Commission on July 17, 1996
(the "Original Registration Statement") relating to the Billing Concepts
Corp. 401(k) Retirement Plan, including the exhibits thereto, are
incorporated herein by reference.
The only information and documents required in this Registration
Statement that were not included in the Original Registration Statement are
included in "Item 8. Exhibits" below.
ITEM 8. EXHIBITS.
(a) Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
5.1 Opinion of Billing Concepts Corp. (filed herewith)
23.1 Consent of Billing Concepts Corp. (included in their
opinion filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP (filed herewith)
</TABLE>
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<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, 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, Texas, on
September 25, 1998.
BILLING CONCEPTS CORP.
By: /s/ Parris H. Holmes, Jr.
----------------------------------
Parris H. Holmes, Jr.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 September 25, 1998
- ----------------------------------- and Chief Executive
Parris H. Holmes, Jr. Officer
/s/ Alan W. Saltzman
- ----------------------------------- Chief Operating Officer, September 25, 1998
Alan W. Saltzman President and Director
/s/ Kelly E. Simmons
- ---------------------------------- Chief Financial Officer September 25, 1998
Kelly E. Simmons and Senior Vice President
/s/ Lee Cooke Director September 25, 1998
- -----------------------------------
Lee Cooke
/s/ Thomas G. Loeffler Director September 25, 1998
- -----------------------------------
Thomas G. Loeffler
/s/ James E. Sowell Director September 25, 1998
- -----------------------------------
James E. Sowell
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description of Exhibit Page
- --------------------------------------------------------------------------------------
<S> <C>
5.1 Opinion of Billing Concepts Corp. (filed herewith)
23.1 Consent of Billing Concepts Corp. (included in their opinion
filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP (filed herewith)
</TABLE>
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<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
September 24, 1998
Billing Concepts Corp.
7411 John Smith Drive, Suite 200
San Antonio, Texas 78229
Re: Billing Concepts Corp. 401(k) Retirement Plan
Ladies and Gentlemen:
As general counsel of Billing Concepts Corp. (the "Company"), I am familiar
with its registration statement on Form S-8 (the "Registration Statement")
filed under the Securities Act of 1933, as amended, for the purpose of
registering 60,000 shares of common stock, par value $.01 per share ("Common
Stock") of the Company, the Series A Junior Participating Preferred Stock
Purchase Rights carried with the Common Stock, and an indeterminate number of
plan interests (the "Interests") issuable under the Billing Concepts Corp.
401(k) Retirement Plan (the "Plan").
I have examined such documents, records and matters of law as I have deemed
necessary for purposes of this opinion. I have assumed the authenticity of
all documents I have examined and have assumed the genuineness of all
signatures thereon.
Based on the foregoing and subject to the comments noted below, I am of the
opinion that the Interests, when extended in accordance with the terms of the
Plan, will be validly issued.
The opinions expressed herein are limited exclusively to the General
Corporation Law of the State of Delaware and the federal securities law of the
United States of America.
I note that the Common Stock covered by the Registration Statement will, in
accordance with the terms of the Plan, be purchased on the open market.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ W. Audi Long
- -------------------------
W. Audi Long
Sr. Vice President and
General Counsel
<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 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
San Antonio, Texas
September 22, 1998
