<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 2000
Registration No. 333-63517
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT (INCLUDING REGISTRATION OF SHARES FOR RESALE BY MEANS
OF A FORM S-3 PROSPECTUS)
UNDER
THE SECURITIES ACT OF 1933
CARREKER CORPORATION (Formerly Carreker-Antinori, Inc.)
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 75-1622836
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification Number)
4055 Valley View Lane, Suite 1000
Dallas, Texas 75244
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED CARREKER-ANTINORI, INC. 1994 LONG TERM INCENTIVE PLAN
CARREKER-ANTINORI, INC. DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
John D. Carreker, Jr.
Chairman of the Board and Chief Executive Officer
Carreker Corporation
4055 Valley View Lane
Suite 1000
Dallas, Texas 75244
(Name and Address of Agent for Service)
(972) 458-1981
(Telephone Number, Including Area Code, of Agent for Service)
================================================================================
<PAGE>
EXPLANATORY NOTE
As originally filed on September 16, 1998 (Registration No. 333-63517),
this Registration Statement (the "Registration Statement") registered
5,284,300 shares of Common Stock of Carreker Corporation (the "Company"),
1,152,174 of which had been issued under the Company's Amended and Restated
1994 Long Term Incentive Plan (the "1994 Plan") to various stockholders of
the Company (the "Selling Stockholders") and 4,132,126 of which had been
approved for issuance under the 1994 Plan and the Company's Director Stock
Option Plan (the "Director Plan"). The Registration Statement and the
reoffer prospectus included in the Registration Statement registered for
reoffer and/or resale the 1,152,174 shares of Common Stock issued to the
Selling Stockholders indicated therein following their exercise of the
related options (the "Resale Shares").
By this Post-Effective Amendment No. 1, the Company hereby deregisters
under the Act all of the Resale Shares that have not been resold in
accordance with the reoffer prospectus. The Registration Statement remains
in effect with respect to the remaining shares subject to issuance under the
1994 Plan and the Director Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dallas, State of
Texas, on the 1st day of September, 2000.
CARREKER CORPORATION
By: /s/ John D. Carreker, Jr.
------------------------------------
John D. Carreker, Jr.
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the 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/ John D. Carreker, Jr. Chairman of the Board, September 1, 2000
------------------------------------ Chief Executive Officer and Director
John D. Carreker, Jr. (Principal Executive Officer)
/s/ Terry L. Gage Executive Vice President September 1, 2000
------------------------------------ Treasurer and Chief
Terry L. Gage Financial Officer
(Principal Financial and
Accounting Officer)
* Vice Chairman of the Board and September 1, 2000
------------------------------------ Director
Ronald A. Antinori
2
<PAGE>
------------------------------------ Director September 1, 2000
Wyn P. Lewis
*
------------------------------------ Director September 1, 2000
James L. Fischer
*
------------------------------------ Director September 1, 2000
Richard R. Lee, Jr.
*
------------------------------------ Director September 1, 2000
James D. Carreker
*
------------------------------------ Director September 1, 2000
Donald L. House
*
------------------------------------ Director September 1, 2000
Larry J. Peck
*
------------------------------------ Director September 1, 2000
David K. Sias
* By: /s/ Terry L. Gage
------------------------------
Terry L. Gage
ATTORNEY-IN-FACT
</TABLE>
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