-20-
BOS-BUS:22616.1
Registration No. 33-
As filed with the Securities and Exchange Commission on July 5,
1995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CONCORD EFS, INC.
(Exact name of issuer as specified in its charter)
Delaware
04-2462552
(State or other jurisdiction
(I.R.S. Employer
or incorporation or organization)
Identification No.)
2525 Horizon Lake Drive, Suite 120, Memphis, Tennessee 38133
(Address of Principal Executive Offices) (Zip Code)
CONCORD EFS, INC. 1993 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
Thomas R. Renfro Copy to: Richard M.
Harter, Esq.
Senior Vice President Bingham, Dana &
Gould
2525 Horizon Lake Drive, Suite 120 150 Federal
Street
Memphis, TN 38133 Boston, MA 02110
(Name and address of agent for service)
(901) 371-8000 (617) 951-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Each Class to be Maximum Maximum Registrat
of Register Offering Price Aggregate ion Fee
Securities ed Per Share Offering Price
to be
Registered
Common
Stock, 4,050,000 $24.13 $97,726,500 $33,698.79
$.33-1/3 par
value per
share
(1) This estimate is made pursuant to Rule 457(h) of the
Securities Act of 1933 solely for the purpose of determining the
registration fee. It is not known how many shares will be
purchased under the Company's 1993 Incentive Stock Option Plan
(the "Plan") or at what price such shares will be purchased. The
calculation of the Proposed maximum aggregate offering price is
based on the aggregate number of shares available for grant under
the Plan, at a purchase price of $24.13 per share, which is the
average of the high and low prices of the Registrant's Common
Stock as listed on the Nasdaq National Market System on June 27,
1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference
The following documents are incorporated by reference in
this Registration Statement:
(a) the undersigned Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994; (b) any reports
filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of l934 (the "Exchange Act") since the
end of the fiscal year ended December 31, l994; and (c) the
description of the Registrant's Common Stock contained in a
Registration Statement filed under the Exchange Act on September
4, 1985 including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
The validity of the shares of Common Stock offered hereby
have been passed upon for the Company by Bingham, Dana & Gould,
150 Federal Street, Boston, Massachusetts 02110. Richard M.
Harter, a partner of Bingham, Dana & Gould, is a Director and
Secretary of the Company.
Item 6: Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors under certain
conditions. Article SEVENTH of the Company's Certificate of
Incorporation provides that no director of the Company shall be
liable for monetary damages for breach of fiduciary duty, with
certain exceptions. Article VII of the By-Laws of the Company
provides for indemnification of officers and directors, subject
to certain limitations.
The Company also maintains an insurance policy which
insures directors and officers of the Company against certain
liabilities which might be incurred in connection with the
performance of their duties.
Item 7: Exemption From Registration Claimed
Not applicable.
Item 8: Exhibits
The following exhibits are filed as part of this
Registration Statement:
(5) Opinion and Consent of Bingham, Dana & Gould.
(23)(A) Consent of Bingham, Dana & Gould (included in
Exhibit 5).
(23)(B) Consent of Ernst & Young LLP
(24) Power of Attorney (included at page 5)
(99)(A) Concord EFS, Inc. 1993 Incentive Stock
Option Plan.
(99)(B) Form of Stock Option Agreement under the
Registrant's 1993 Incentive Stock Option Plan.
Item 9: Undertakings
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 to include any material information
with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in this 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
that remain unsold at the termination of the offering;
(4) 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
15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement
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; and
(5) 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 of 1933 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 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 of 1933
and will be governed by the final adjudication of such
issue.
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 Memphis, State of Tennessee, on the 5th day of July,
1995.
CONCORD EFS, INC.
By: /s/ Dan M. Palmer
Dan M. Palmer, CEO
POWER OF ATTORNEY
We, the undersigned officers and Directors of Concord EFS,
Inc., hereby severally constitute and appoint Thomas R. Renfro
and Richard M. Harter and each of them singly, our true and
lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities
indicated below, this Registration Statement on Form S-8
(together with any exhibits thereto) filed herewith and any and
all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in
our names and on our behalf in our capacities as officers and
Directors to enable Concord EFS, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission in respect
thereof, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys or any of them, to said
Registration Statement and any and all amendments (together with
exhibits thereto) thereto.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Dan M. Palmer Chief Executive Officer July 5, 1995
Dan M. Palmer (Principal Executive
Officer); Chairman of
the Board of Directors
/s/ Thomas R. Renfro Senior VicePresident and July 5, 1995
Thomas R. Renfro Chief Financial Officer
(Principal Financial and
Accounting Officer); Director
/s/ David C. Anderson Director July 5, 1995
David C. Anderson
/s/ J. Richard Buchignani Director July 5, 1995
J. Richard Buchignani, Esq.
/s/ Richard M. Harter Director July 5, 1995
Richard M. Harter, Esq.
/s/ Joyce Kelso Director July 5, 1995
Joyce Kelso
/s/ Edward A. Labry III President and Chief Marketing July 5, 1995
Edward A. Labry III Officer (Principal Marketing
Officer); Director
/s/ Jerry D. Mooney Director July 5, 1995
Jerry D. Mooney
/s/ Paul L. Whittington Director July 5, 1995
Paul L. Whittington
Exhibit Index
Exhibit No. Description of Documents Page
No.*
5 Opinion of Bingham, Dana & Gould 8
23(A) Consent of Bingham, Dana & Gould
(included in its opinion filed
as Exhibit 5)
23(B) Consent of Ernst & Young LLP 9
24 Power of Attorney (included at page 5)
99(A) Registrant's 1993 Incentive Stock Option
Plan. 12
99(B) Form of Stock Option Agreement
under the Registrant's 1993 Incentive
Stock Option Plan. 19
* Refers to page number in sequentially numbered copy.
Exhibit 5
July 5, 1995
Concord EFS, Inc.
2525 Horizon Lake Drive
Suite 120
Memphis, TN 38133
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished in connection with the
registration, pursuant to a Registration Statement on Form S-8
under the Securities Act of 1933, as amended (the "Act"), to be
filed with the Securities and Exchange Commission on July 5, 1995
(the "Registration Statement"), of 4,050,000 shares (the
"Shares") of common stock, par value $.33-1/3 per share (the
"Common Stock"), of Concord EFS, Inc., a Delaware corporation
(the "Company"), which are or will be issuable to employees,
directors, consultants and advisors of the Company upon the
exercise of options granted pursuant to the Company's 1993
Incentive Stock Option Plan (the "Plan").
We have acted as counsel to the Company in connection with
the foregoing registration of the Shares. We have examined and
relied upon originals or copies of such records, instruments,
certificates, memoranda and other documents as we have deemed
necessary or advisable for purposes of this opinion and have
assumed, without independent inquiry, the accuracy of those
documents. In that examination, we have assumed the genuineness
of all signatures, the conformity to the originals of all
documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original
or copy form and the legal competence of each individual
executing such documents. We have further assumed that all
options granted or to be granted pursuant to the Plan were or
will be validly granted in accordance with the terms of the Plan
and that all Shares to be issued upon exercise of such options
will be issued in accordance with such options and the Plan.
The opinion is limited solely to the Delaware General
Corporation Law as applied by courts located in Delaware.
Based upon and subject to the foregoing, we are of the
opinion that, upon the issuance and delivery of the Shares in
accordance with the terms of such options and the Plan, the
Shares will be legally issued, fully paid and non-assessable
shares of the Company's Common Stock.
We consent to the filing of a copy of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ BINGHAM, DANA & GOULD
BINGHAM, DANA & GOULD
Exhibit 23(B) - Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement Form S-8 pertaining to
the Concord EFS, Inc. 1993 Incentive Stock Option Plan and to the
incorporation by reference therein of our report dated January
26, 1995, with respect to the consolidated financial statements
of Concord EFS, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1994, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young
LLP
Memphis, Tennessee
July 5, 1995
Exhibit 99(A)
CONCORD EFS, INC.
1993 INCENTIVE STOCK OPTION PLAN
1. Definitions. As used in this 1993 Incentive Stock
Option Plan of Concord EFS, Inc., the following terms shall have
the following meanings:
1.1 Awarded Options means all options other than
Formula Options.
1.2 Change in Corporate Control means the date on which
any individual, corporation, partnership or other person or
entity (together with its "Affiliates" and "Associates," as
defined in Rule 12b-2 under the Securities Exchange Act of
1934) "beneficially owns" (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934) in the aggregate 20% or
more of the outstanding shares of capital stock of the
Company entitled to vote generally in the election of
directors of the Company.
1.3 Code means the Internal Revenue Code of 1986, as
amended.
1.4 Committee means the Compensation Committee of the
Company's Board of Directors, consisting exclusively of
directors who at the relevant time are "outside directors"
within the meaning of 162(m) of the Code.
1.5 Company means Concord EFS, Inc., a Delaware
corporation.
1.6 Fair Market Value means the value of a share of
Stock of the Company on any date as determined by the Board.
1.7 Formula Grant means a grant of options pursuant to
Section 11.
1.8 Formula Grant Date shall have the meaning specified
in Section 11.
1.9 Formula Options means options granted pursuant to
Section 11.
1.10 Grant Date means the date on which an Option
is granted, as specified in Section 7.
1.11 Major Shareholder means a person who, within
the meaning of Section 422(b)(6) of the Code, is deemed to
own stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company (or of
its parent or subsidiary corporations).
1.12 Option means an option to purchase shares of
the Stock granted under the Plan.
1.13 Option Agreement means an agreement between
the Company and an Optionee, setting forth the terms and
conditions of an Option.
1.14 Option Period means the period from the date
of the grant of an Option to the date when the Option
expires as stated in the terms of the Option Agreement.
1.15 Option Price means the price paid by an
Optionee for an Option under this Plan.
1.16 Option Share means any share of Stock of the
Company transferred to an Optionee upon exercise of an
Option pursuant to this Plan.
1.17 Optionee means a person eligible to receive
an Option, as provided in Section 6, to whom an Option shall
have been granted under the Plan.
1.18 Plan means this 1993 Incentive Stock Option
Plan of the Company.
1.19 Related Corporation means a Parent
Corporation or a Subsidiary Corporation, each as defined in
Section 424 of the Code.
1.20 Stock means common stock, $.33 1/3 par value,
of the Company
1.21 Vested Shares, as of any date, means those
shares of stock available at that date for purchase by
exercise of a Formula Option pursuant to Section 11.
2. Purpose. This 1993 Incentive Stock Option Plan is
intended to encourage ownership of the Stock by key employees and
directors of the Company and its Related Corporations and to
provide additional incentive for them to promote the success of
the Company's business. The Plan is intended to be an incentive
stock option plan within the meaning of Section 422 of the Code.
3. Term of the Plan. Options under the Plan may be
granted not later than February 16, 2003.
4. Stock Subject to the Plan. At no time shall the number
of shares of the Stock then outstanding which are attributable to
the exercise of Options granted under the Plan, plus the number
of shares then issuable upon exercise of outstanding options
granted under the Plan exceed 1,800,000 shares, subject, however,
to the provisions of Section 16 of the Plan. Shares to be issued
upon the exercise of Options granted under the Plan may be either
authorized but unissued shares or shares held by the Company in
its treasury. If any Option expires or terminates for any reason
without having been exercised in full, the shares not purchased
thereunder shall again be available for Options thereafter to be
granted.
5. Administration. The Plan shall be administered by the
Committee. Subject to the provisions of the Plan (including,
without limitation, the provisions of Sections 11 and 20), the
Committee shall have complete authority, in its discretion, to
make the following determinations with respect to each Awarded
Option to be granted by the Company: (a) the key employee to
receive the Awarded Option; (b) the time of granting the Awarded
Option; (c) the number of shares subject thereto; (d) the Option
Price; and (e) the Option period. In making such determinations,
the Committee may take into account the nature of the services
rendered by the respective employees, their present and potential
contributions to the success of the Company and its subsidiaries,
and such other factors as the Committee in its discretion shall
deem relevant. Subject to the provisions of the Plan, the
Committee shall also have complete authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the
respective Option Agreements (which need not be identical) other
than Option Agreements for Formula Options, and to make all other
determinations necessary or advisable for the administration of
the Plan. The Committee's determinations on the matters referred
to in this Section 5 shall be conclusive.
6. Eligibility. An Awarded Option may be granted only to
a key employee of one or more of the Company and its
subsidiaries. A director of one or more of the Company and its
subsidiaries who is not also an employee of one or more of the
Company and its subsidiaries shall not be eligible to receive
Awarded Options but shall receive Formula Options pursuant to
Section 11. A Major Shareholder shall be eligible to receive an
Awarded Option only if the Option Price is at least 110% of the
Fair Market Value on the Grant Date and only if the Awarded
Option expires, to the extent not theretofore exercised, on the
fifth anniversary of the Grant Date.
7. Time of Granting Awarded Options. The granting of an
Awarded Option shall take place at the time specified by the
Committee. Only if expressly so provided by the Committee, shall
the Grant Date be the date on which an Option Agreement shall
have been duly executed and delivered by the Company and the
Optionee.
8. Awarded Option Price. The Option Price under each
Awarded Option shall be not less than 100% of the Fair Market
Value of the Stock on the Grant Date except that the Option Price
under an Awarded Option granted to a Major Shareholder must be
not less than 110% of the Fair Market Value.
9. Awarded Option Period. No Awarded Option may be
exercised later than the tenth anniversary of the Grant Date, or
for an Awarded Option granted to a Major Shareholder, the fifth
anniversary of the Grant Date. An Awarded Option may become
exercisable in such installments, cumulative or non-cumulative,
as the Committee may determine.
10. Maximum Size of Awarded Option as Incentive Option. To
the extent that the aggregate Fair Market Value of Stock for
which an Awarded Option becomes exercisable by an Optionee for
the first time in any calendar year exceeds $100,000, the Awarded
Option shall be treated as a nonstatutory option, and not an
incentive option under Section 422 of the Code. For purposes of
this Section 10, all Awarded Options granted to an Optionee by
the Company shall be considered in the order in which they were
granted, and the Fair Market Value shall be determined as of the
Grant Dates.
11. Formula Grants of Options to Certain Directors.
(a) Directors Elected or Re-Elected at Annual
Stockholders Meeting, Special Meeting in Lieu of Annual Meeting
or at Other Times. Commencing in 1994, each individual who is
not, immediately prior to his or her election or re-election to
the Board of Directors, either an officer or employee of the
Company or any subsidiary of the Company, and who is elected or
re-elected to the Board of Directors during the term of the Plan
(whether elected at an annual or special stockholders' meeting or
by action of the Board of Directors) shall be granted, on the
date of such meeting or other appointment (as used in or with
reference to this Section 11(a), a "Formula Grant Date"), a
nonstatutory Stock Option to purchase the number of whole shares
of Stock (without any fraction) obtained by dividing $10,000 by
the Fair Market Value on the Formula Grant Date.
(b) Terms of Formula Options. Each Formula Option
granted to an Optionee under this Section 18 shall (i) have an
exercise price equal to 100% of the Fair Market Value of the
Stock on the applicable Formula Grant Date, and (ii) become
exercisable for Vested Shares on the second anniversary of the
Formula Grant Date if the Optionee remains a director of the
Company on that date. No Formula Option granted pursuant to this
Section 11 is intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code. The Formula
Grants shall be evidenced by Option Agreements. The Option
Agreements shall contain provisions consistent with this Section
11 and shall contain identical terms and conditions, except (i)
as otherwise required by this Section 11 and (ii) for any
restrictions imposed with respect to Formula Grants granted prior
to the receipt of any stockholders' approval required pursuant to
Rule 16b-3(b) under the Securities Exchange Act of 1934, as
amended.
(c) Option Period. The Option Period for any Formula
Option granted pursuant to this Section 11 shall be ten years
from the date of grant.
12. Exercise of Option. An Option may be exercised only by
giving written notice, in the manner provided in Section 21
hereof, specifying the number of shares as to which the Option is
being exercised, accompanied by full payment for such shares in
the form of check or bank draft payable to the order of the
Company or shares of the Stock with a current Fair Market Value
equal to the Option Price of the shares to be purchased. Receipt
by the Company of such notice and payment shall constitute the
exercise of the Option or a part thereof. Within 20 days
thereafter, the Company shall deliver or cause to be delivered to
the Optionee a certificate or certificates for the number of
shares then being purchased by him. Such shares shall be fully
paid and nonassessable. If any law or applicable regulation of
the Securities and Exchange Commission or other public regulatory
authority shall require the Company or the Optionee to register
or qualify under the Securities Act of 1933, as amended, any
similar federal statute then in force or any state law regulating
the sale of securities, any Option Shares with respect to which
notice of intent to exercise shall have been delivered to the
Company or to take any other action in connection with such
shares, the delivery of the certificate or certificates for such
shares shall be postponed until completion of the necessary
action, which the Company shall take in good faith and without
delay. All such action shall be taken by the Company at its own
expense. Upon each exercise of the Option, the Optionee may be
required to give a representation in form satisfactory to counsel
for the Company that he or she is acquiring shares purchased
pursuant to such exercise for investment and not with a view to
distribution and that he or she will make no transfers of the
shares in violation of the Securities Act of 1933, as amended,
and the regulations of the Securities and Exchange Commission
thereunder. The Company may, at its discretion, make a notation
on any certificate delivered upon exercise of the Option to the
effect that the shares represented by the certificate may not be
transferred except after receipt by the Company of an opinion of
counsel satisfactory to it to the effect that such transfer will
not violate such Act and such regulations, and may issue "stop
transfer" instructions to its transfer agent, if any, and make a
"stop transfer" notation on its books, as appropriate.
Notwithstanding the foregoing, the Company may release the
Optionee from the investment representation if the shares of the
Stock subject to the Option have been registered with the
Securities and Exchange Commission under such Act.
13. Notice of Disposition of Stock Prior to Expiration of
Specified Holding Period. The Company may require that the
person exercising an Option give a written representation to the
Company, satisfactory in form and substance to its counsel and
upon which the Company may reasonably rely, that he or she will
report to the Company any disposition of shares purchased upon
exercise prior to the expiration of the holding periods specified
by Section 422(a)(1) of the Code. If and to the extent that the
disposition imposes upon the Company federal, state, local or
other withholding tax requirements, or any such withholding is
required to secure for the Company an otherwise available tax
deduction, the Company shall have the right to require that the
person making the disposition remit to the Company an amount
sufficient to satisfy those requirements.
14. Transferability of Options. Awarded Options and,
unless otherwise provided in all of the Option Agreements for
Formula Options, Formula Options shall not be transferable,
otherwise than by will or the laws of descent and distribution,
and may be exercised during the life of the Optionee only by the
Optionee.
15. Termination of Employment or Service. With respect to
Awarded Options, in the event that the Optionee's employment is
terminated for any reason other than death or the Optionee's
employer is no longer the Company or a Related Corporation, the
Awarded Option, to the extent exercisable at termination, may be
exercised by the Optionee at any time within three months after
termination unless terminated earlier by its terms. If
termination results from the death of the Optionee, the Awarded
Option, to the extent exercisable at the date of death, may be
exercised by the person to whom the Awarded Option is transferred
by will or the applicable laws of descent and distribution, at
any time within one year after the date of death, unless
terminated earlier by its terms. Military or sick leave shall
not be deemed a termination of employment provided that it does
not exceed the longer of 90 days or the period during which the
absent employee's re-employment rights are guaranteed by statute
or by contract. With respect to Formula Options, in the event
that the Optionee's service is terminated for any reason, the
Formula Option, to the extent exercisable at termination, may be
exercised at any time within five years after the termination of
service, unless terminated earlier by its terms.
16. Adjustment of Number of Option Shares. Each Option
Agreement shall provide that in the event of any stock dividend
payable in the Stock or any split-up or contraction in the number
of shares of the Stock occurring after the date of the Agreement
and prior to the exercise in full of the Option, the number of
shares subject to such Agreement shall be proportionately
adjusted and the price to be paid for each share subject to the
Option shall be proportionately adjusted. Each such Agreement
shall also provide that in case of any reclassification or change
of outstanding shares of the Stock or in case of any
consolidation or merger of the Company with or into another
company or in the case of any sale or conveyance to another
company or entity of the property of the Company as a whole or
substantially as a whole, shares of Stock or other securities
shall be delivered equivalent in kind and value to those shares
or other securities an Optionee would have received if the Option
had been exercised in full prior to such reclassification,
change, consolidation, merger, sale or conveyance and no
disposition had subsequently been made. Each Agreement shall
further provide that upon dissolution or liquidation of the
Company, the Option shall terminate, but the Optionee (if at the
time in the employ of the Company or any of its subsidiaries)
shall have the right, immediately prior to such dissolution or
liquidation, to exercise the Option to the extent not theretofore
exercised. No fraction of a share shall be purchasable or
deliverable upon exercise, but in the event any adjustment
hereunder of the number of shares covered by the Option shall
cause such number to include a fraction of a share, such fraction
shall be adjusted to the nearest smaller whole number of shares.
In the event of changes in the outstanding Stock by reason of any
stock dividend, split-up, contraction, reclassification, or
change of outstanding shares of the Stock of the nature
contemplated by this Section 15, the number of shares of the
Stock available for the purpose of the Plan as stated in Section
4 shall be correspondingly adjusted.
17. Change in Corporate Control. Upon a Change in
Corporate Control, each outstanding Option shall immediately
become fully exercisable, and a registration statement under the
Securities Act of 1933, as amended, with respect to shares
covered by all outstanding Options, whether to be issued by the
Company or by any successor corporation, shall be effective at
all times during which the Options may be exercised and, to
facilitate resale of the shares, during the twelve months after
the last exercise of the Options.
18. Reservation of Stock. The Company shall at all times
during the term of the Option reserve and keep available such
number of shares of the Stock as will be sufficient to satisfy
the requirements of this Plan and shall pay all fees and expenses
necessarily incurred by the Company in connection therewith.
19. Limitation of Rights in the Option Shares. The
Optionee shall not be deemed for any purpose to be a stockholder
of the Company with respect to any of the Option Shares except to
the extent that the Option shall have been exercised with respect
thereto and, in addition, a certificate shall have been issued
therefor and delivered to the Optionee.
20. Termination and Amendment of the Plan. The Committee
may at any time terminate the Plan or make such amendment to the
Plan as it shall deem advisable, provided that, except as
provided in Section 15, the Committee may not, without the
approval by the holders of a majority of the Stock, change the
classes of persons eligible to receive Options, increase the
maximum number of shares available for option under the Plan or
extend the period during which Options may be granted or
exercised. Notwithstanding the preceding sentence, the provision
of Sections 1, 5 and 6, insofar as they relate to Formula
Options, and Section 11 shall not be amended more often than once
every six months, other than to comport with changes in the Code
and regulations thereunder. No termination or amendment of the
Plan may, without the consent of the Optionee to whom any Option
shall theretofore have been granted, adversely affect the rights
of such Optionee under such Option.
21. Notices. Any communication or notice required or
permitted to be given under the Plan shall be in writing, and
mailed by registered or certified mail or delivered in hand, if
to the Company, to its Treasurer at Concord EFS, Inc., 2525
Horizon Lake Drive, Suite 120, Memphis, Tennessee 38133 and, if
to the Optionee, to the address as the Optionee shall last have
furnished to the communicating party.
Exhibit 99(A)
CONCORD EFS, INC.
DIRECTOR STOCK OPTION AGREEMENT
AGREEMENT dated , between Concord EFS,
Inc., a Delaware corporation (the "Company"), and
(the "Optionee").
1. Optioned Shares. Subject to the terms and conditions
set forth herein, the Company grants to the Optionee an option
(the "Option") to purchase from the Company all or any part of a
total of 459 shares (the "Optioned Shares") of the Company's
Common Stock, $.33 1/3 par value (the "Common Stock").
2. Price. The price to be paid for the Optioned Shares
shall be $21.75 per share, which was 100% of the fair market
value of the Common Stock on May 12, 1994 (the "Grant Date").
3. Character of Option. This Option shall not be treated
as an "incentive stock option" within the meaning of Section 422
of the Internal revenue Code of 1986, as amended.
4. Termination of Option. The Option shall terminate on
May 12, 2004.
5. Exercise of Option. All of the Optioned Shares shall
become purchasable under the Option on May 12, 1996, but only if
the Optionee remains a director of the Company at that date.
The Option may be exercised by giving written notice, in the
manner provided in paragraph 11, specifying the number of shares
as to which the Option is being exercised, accompanied by full
payment for such shares in the form of check or bank draft
payable to the order of the Company or shares of Common Stock
with a current fair market value equal to the option price of the
shares to be purchased. Receipt by the Company of such notice
and payment shall constitute the exercise of the Option or a part
thereof. Within 20 days thereafter, the Company shall deliver or
cause to be delivered to the Optionee a certificate or
certificates for the number of shares then being purchased by him
or her. Such shares shall be fully paid and nonassessable. If
any law or applicable regulation of the Securities and Exchange
Commission or other public regulatory authority shall require the
Company or the Optionee to register or qualify under the
Securities Act of 1933, as amended, any similar federal statute
then in force or any state law regulating the sale of securities,
any Optioned Shares with respect to which notice of intent to
exercise shall have been delivered to the Company or to take any
other action in connection with such shares, the delivery of the
certificate or certificates for such shares shall be postponed
until completion of the necessary action, which the Company shall
take in good faith and without any delay. All such action shall
be taken by the Company at its own expense.
6. Restriction Against Transfer of Option. During the
lifetime of the Optionee, the Option may be exercised only by the
Optionee. Except by will or by the laws of descent and
distribution, the Option and all rights granted hereunder may not
be transferred, assigned, pledged, or hypothecated (whether by
operation of law or otherwise) and shall not be subject to
execution, attachment, or similar process.
7. Capital Changes. In the event of any stock dividend
payable in the Common Stock or any split-up or contraction in the
number of shares of the Common Stock occurring after the date of
this agreement and prior to the exercise in full of the Option,
the number of shares for which the Option may thereafter be
exercised shall be proportionately adjusted and the price to be
paid for each Optioned Share shall be proportionately adjusted.
In case of any reclassification or change of outstanding shares
of the Common Stock or in case of any consolidation or merger of
the Company with or into another company or in case of any sale
or conveyance to another company or entity of the property of the
Company as a whole or substantially as a whole, the Optionee
shall, upon exercise of the Option, be entitled to receive shares
of stock or other securities equivalent in kind and value to what
he or she would have received if he or she had exercised the
Option in full immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance and had
continued to hold the Optioned Shares (together with all other
shares, stock and securities thereafter issued in respect
thereof) to the time of the exercise of the Option. Upon
dissolution or liquidation of the Company, the Option shall
terminate; but the Optionee shall have the right, immediately
prior to such dissolution or liquidation, to purchase all or any
part of the Optioned Shares. No fraction of a share shall be
purchasable or deliverable upon exercise, but in the event any
adjustment hereunder of the number of shares covered by the
Option shall cause such number to include a fraction of a share,
such fraction shall be adjusted to the nearest smaller whole
number of shares.
8. Reservation of Shares. The Company shall at all times
during the term of this agreement reserve and keep available such
number of shares of the Common Stock as will be sufficient to
satisfy the requirements of this agreement and shall pay all fees
and expenses necessarily incurred by the Company in connection
with this agreement and the issuance of Optioned Shares.
9. Limitation of Rights in Optioned Shares. The Optionee
shall not be deemed for any purpose to be a stockholder of the
Company with respect to any of the Optioned Shares except to the
extent that the Option shall have been exercised with respect
thereto and, in addition thereto, a stock certificate shall have
been issued therefor and delivered to the Optionee.
10. Power of Company. The existence of the Option shall
not diminish the right of power of the Company or its
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or dissolution or liquidation
of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceedings,
whether of a similar character or otherwise.
11. Communication. Any communication or notice required or
permitted to be given under this agreement shall be in writing
and mailed by registered or certified mail or delivered in hand,
if to the Company, to its Treasurer at Concord EFS, Inc., 2525
Horizon Lake Drive, Suite 120, Memphis, Tennessee 38133 , and, if
to the Optionee, to the address set forth below or such other
address, in each case, as the addressee shall last have furnished
to the communicating party.
IN WITNESS WHEREOF, the parties have executed this agreement
as of the date first above written.
CONCORD EFS, INC.
By: ___________________________________
_______________________________________
Optionee
