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As filed with the Securities and Exchange Commission on August 30, 2000
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
eFUNDS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 39-1506286
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
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400 West Deluxe Parkway, P.O. Box 12536, Milwaukee, Wisconsin 53212
(Address of principal executive offices) (Zip Code)
eFUNDS CORPORATION 2000 STOCK INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
John A. Blanchard III
Chairman and Chief Executive Officer Copy to: Robert A. Rosenbaum, Esq.
eFunds Corporation Dorsey & Whitney LLP
400 West Deluxe Parkway Pillsbury Center South
P.O. Box 12536 220 South Sixth Street
Milwaukee, Wisconsin 53212 Minneapolis, Minnesota 55402-1498
(414) 341-5000 (612) 340-5681
(Name, address and telephone number, including area code, of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering price maximum aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
Common Stock, $.01 par value 9,110,000 shares $9.125 $93,857,622 $24,779
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) and (c). The proposed maximum aggregate
offering price has been calculated as follows: options to purchase
2,768,741 shares have been granted under the plan with an exercise price
of $13.00; the offering price with respect to the remaining 6,341,259
shares that may be offered under the plan is based upon the average of
the high and low prices of the Common Stock as reported on the Nasdaq
National Market on August 29, 2000.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents that we have filed with the Securities and
Exchange Commission are incorporated by reference into this registration
statement:
. our prospectus filed on June 27, 2000 pursuant to Rule 424(b);
. our quarterly report on Form 10-Q for the quarter ended June 30,
2000; and
. the description of our common stock contained in our registration
statement on Form 8-A12G (SEC File No. 000-30791) and any
amendment or report filed for the purpose of updating the
description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment
indicating that all securities offered by this registration statement have been
sold, or deregistering all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of
this registration statement from the respective dates of filing of such
documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the Delaware General Corporation Law ("DGCL")
authorizes a corporation's board of directors to grant indemnity to directors
and officers in terms sufficiently broad to permit indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act.
As permitted by the DGCL, our certificate of incorporation provides
that we shall indemnify our directors, officers, employees and agents to the
fullest extent permitted by the DGCL. As permitted by the DGCL, our certificate
of incorporation also includes a provision that eliminates the personal
liability of our directors for monetary damages for breach of the director's
fiduciary duty, except for liability (1) for any breach of the director's duty
of loyalty to us or our stockholders; (2) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law; (3)
under Section 174 of the DGCL regarding payments of dividends, stock purchases
or redemptions which are unlawful; or (4) for any transaction from which the
director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
4.1 eFunds Corporation 2000 Stock Incentive Plan, as amended
(incorporated by reference to Exhibit 10.18 to Amendment No. 4
to the registrant's registration statement on Form S-1
(Registration No. 333-33992)).
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4.2 Form of Rights Agreement by and between eFunds and EquiServe
Trust Company N.A., Rights Agent.
4.3 Certificate of Designations of Series A Participating
Preferred Stock (incorporated by reference to Exhibit 4.3 to
the registrant's quarterly report on Form 10-Q for the quarter
ended June 30, 2000).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
this registration statement).
24.1 Power of Attorney.
Item 9. Undertakings.
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(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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(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.
(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 Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be
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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) 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 Securities 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 other
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
Securities Act and will be governed by the final adjudication of such issue.
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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 of 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 Shoreview, State of Minnesota, on August 30, 2000.
eFUNDS CORPORATION
By /s/ John A. Blanchard III
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John A. Blanchard III
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on August 30, 2000.
Signature Title
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/s/ John A. Blanchard III Chairman of the Board and Chief Executive Officer
-------------------------- (principal executive officer)
John A. Blanchard III
/s/ Paul H. Bristow Executive Vice President and Chief Financial
------------------------- Officer (principal financial and accounting
Paul H. Bristow officer)
-------------------------
John J. (Jack) Boyle III Director
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Jack Robinson Director
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Hatim A. Tyabji Director
*
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John H. LeFevre Director
*
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Lois M. Martin Director
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*
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Lawrence J. Mosner Director
* By /s/ Steven F. Coleman
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Steven F. Coleman, Attorney-in-Fact
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EXHIBIT INDEX
4.1 eFunds Corporation 2000 Stock Incentive Plan, as amended (incorporated
by reference to Exhibit 10.18 to Amendment No. 4 to the registrant's
registration statement on Form S-1 (Registration No. 333-33992)).
4.2 Form of Rights Agreement by and between eFunds and EquiServe Trust
Company N.A., Rights Agent.
4.3 Certificate of Designations of Series A Participating Preferred Stock
(incorporated by reference to Exhibit 4.3 to the registrant's
quarterly report on Form 10-Q for the quarter ended June 30, 2000).
5.1 Opinion of Dorsey & Whitney LLP.
23.2 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
registration statement).
24.1 Power of Attorney.
