<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 2000
REGISTRATION NO. 333-83983
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT 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 (I.R.S. Employer Identification No.)
incorporation or organization)
4055 VALLEY VIEW LANE, SUITE 1000
DALLAS, TEXAS 75244
(972) 458-1981
(Address, including zip code and telephone number,
including area code, of registrant's principal executive office)
JOHN D. CARREKER, JR.
4055 VALLEY VIEW LANE, SUITE 1000
DALLAS, TEXAS 75244
(972) 458-1981
(Name, address, including zip code and telephone number,
including area code, of agent for service)
--------------------
COPIES TO:
JOHN B. MCKNIGHT
LOCKE LIDDELL & SAPP LLP
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please 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. |_|
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 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. |_|
===============================================================================
<PAGE>
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to Form S-3 Registration
Statement (the "Post-Effective Amendment") is being filed to deregister the
remaining unsold shares of common stock of the total 1,239,998 shares of
common stock of Carreker Corporation (formerly Carreker-Antinori, Inc.) (the
"Registrant") covered by the Registration Statement on Form S-3 originally
filed July 29, 1999 (File No. 333-83983) (the "Registration Statement"). This
is due to the expiration of the obligation of the Registrant to maintain the
effectiveness of the Registration Statement under the Agreement and Plan of
Merger (dated January 29, 1999) among the Registrant, some other parties and
the selling stockholders identified in the prospectus, which is a part of the
Registration Statement. Accordingly, the Registrant hereby files this
Post-Effective Amendment to the Registration Statement to deregister all
unsold shares originally registered by the Registration Statement. Of the
total 1,239,998 shares originally registered by the Registration Statement,
505,999 shares remained unsold as of October 26, 2000.
<PAGE>
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 of the requirements for filing this Post-Effective
Amendment and has duly caused this Post-Effective Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Dallas, State of Texas, on this 31st day of October, 2000.
CARREKER CORPORATION
By: /s/ JOHN D. CARREKER
--------------------------------
John D. Carreker
Chief Executive Officer
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ JOHN D. CARREKER, JR. Chief Executive Officer and October 31, 2000
--------------------------- Director
John D. Carreker, Jr. (Principal Executive Officer)
/S/ TERRY L. GAGE Chief Financial Officer, Executive October 31, 2000
------------------------------------ Vice President and Treasurer
Terry L. Gage (Principal Financial and
Accounting Officer)
Executive Vice President, Managing October 31, 2000
------------------------------------ Director and Director
Wyn P. Lewis
* Director October 31, 2000
------------------------------------
James D. Carreker
* Director October 31, 2000
------------------------------------
James L. Fischer
* Director October 31, 2000
------------------------------------
Donald L. House
* Director October 31, 2000
------------------------------------
Richard R. Lee, Jr.
* Director October 31, 2000
------------------------------------
Larry J. Peck
* Director October 31, 2000
------------------------------------
David K. Sias
*By: /s/ JOHN D. CARREKER, JR.
---------------------------------------
John D. Carreker, Jr., attorney-in-fact
</TABLE>
