<PAGE>
As filed with the Securities and Exchange Commission on December 31, 1997
Registration No. 333-40499
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-4 ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
_______________
FISERV, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
WISCONSIN 7374 39-1506125
(State or jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification number)
</TABLE>
255 FISERV DRIVE
BROOKFIELD, WISCONSIN 53045
(414) 879-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
KENNETH R. JENSEN
SENIOR EXECUTIVE VICE PRESIDENT
FISERV, INC.
255 FISERV DRIVE
BROOKFIELD, WISCONSIN 53045
(414) 879-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
Copies to:
Charles W. Sprague, Esq.
Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53045
(414) 879-5000
Fax: (414) 879-5532
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effectiveness of this post-effective amendment.
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. [X]
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 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, please check the following box and list the Securities
Act registration statement 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>
PROSPECTUS
------------
FISERV, INC.
249,037 SHARES OF COMMON STOCK
($0.01 PAR VALUE)
---------------
This Prospectus relates to shares (the "Shares") of Common Stock, $0.01 par
value (the "Common Stock"), of Fiserv, Inc., a Wisconsin corporation ("Fiserv"
or the "Company"), held by and to be offered and sold from time to time by the
holders (each a "Selling Stockholder") that were issued in connection with the
acquisition of Hanifen Holdings, Inc. by Fiserv. Each of the Selling
Stockholders is an affiliate of Hanifen Holdings, Inc. The Shares may be offered
for sale by each Selling Stockholder from time to time in varying amounts and at
prices and on terms to be determined at the time of a sale or sales and to be
set forth in a Supplement or Supplements to this Prospectus (each a "Prospectus
Supplement"). The Company has been advised that the Shares may be sold through
underwriters or dealers, through brokers or other agents, or directly to one or
more purchasers, at market prices prevailing at the time of sale or at prices
otherwise negotiated. To the extent required, the number of Shares to be sold,
the purchase price, the name of any broker-dealer, and any applicable
commissions, discounts or other items constituting compensation to such broker-
dealers with respect to a particular offering will be set forth in an
accompanying Prospectus Supplement. The aggregate proceeds to the Selling
Stockholders from the sale of the Shares so offered will be the purchase price
of the Shares sold less the aggregate commissions, discounts and other
compensation, if any, paid to broker-dealers and other expenses of the offering
and sale of the Shares. See "Plan of Distribution." The Company knows of no
selling arrangement between any broker-dealer and any Selling Stockholder. The
Company will not receive any of the proceeds from the sale of the Shares but
will bear certain of the expenses thereof. See "Plan of Distribution."
The shares of the Company's Common Stock are traded in the over-the-counter
market on the Nasdaq National Market under the symbol FISV. The closing price
for the Common Stock on December 29, 1997, was $48.625.
The Selling Stockholders and any broker-dealers that participate with the
Selling Stockholders in the distribution of any of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended,
and any discount or commission received by them and any profit on the resale of
the Shares purchased by them may be deemed to be underwriting commissions or
discounts under such Act. The Company has agreed to indemnify the Selling
Stockholder against certain liabilities that may be incurred in connection with
the sale of Shares under this Prospectus. See "Plan of Distribution."
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSIONS OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-------------------
____________, 1997
<PAGE>
AVAILABLE INFORMATION
Fiserv is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by Fiserv with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates and the Regional Offices of the Commission: Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, Suite 1300, New York, New York 10048. Shares of Fiserv Common Stock are
traded on the NASDAQ National Market ("NASDAQ"). The Commission also maintains a
website on the internet that contains information regarding registrants
(including Fiserv) that file electronically with the Commission at
http://www.sec.gov. Such reports, proxy statements and other information can
also be inspected and copied at the offices of the NASDAQ National Market, 1735
K Street, N.W., Washington, D.C. 20006.
Fiserv has filed with the Commission the Registration Statement under the
Securities Act on Form S-3 with respect to the Shares. This Prospectus does not
contain all the information set forth in the Registration Statement and the
exhibits thereto, certain parts of which are omitted in accordance with the
rules of the Commission. For further information pertaining to the Shares,
reference is made to the Registration Statement. Statements made in this
Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete; with respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be qualified in its entirety by such
reference. The Registration Statement and any amendments thereto, including
exhibits filed as part thereof, are available for inspection and copying at the
Commission's offices as described above.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Fiserv (File No. 0-
14948) with the Commission pursuant to the Exchange Act are incorporated by
reference in this Prospectus:
(1) Fiserv's Annual Report on Form 10-K for the year ended December 31,
1996, filed with the Commission on February 18, 1997.
(2) Fiserv's Current Report on Form 8-K dated March 3, 1997, filed with
the Commission on March 3, 1997.
(3) Fiserv's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997, filed with the Commission on April 22, 1997.
(4) Fiserv's Current Report on Form 8-K dated June 13, 1997, as amended by
Form 8 dated June 25, 1997, filed with the Commission on June 13,
1997, and June 25, 1997, respectively.
(5) Fiserv's Quarterly Report on Form 10-Q for the quarter ended June 30,
1997, filed with the Commission on July 22, 1997.
(6) Fiserv's Quarterly Report on Form 10-Q for the quarter ended September
30, 1997, filed with the Commission on October 21, 1997.
(7) Fiserv's Current Report on Form 8-K dated October 22, 1997, filed with
the Commission on October 24, 1997.
(8) Fiserv's Current Report on Form 8-K dated December 22, 1997, filed
with the Commission on December 22, 1997.
All documents and reports subsequently filed with the Commission by Fiserv
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Prospectus and prior to the termination of the offering of the Shares
described in this Prospectus shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE
AVAILABLE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS
IS DELIVERED, ON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, DIRECTED TO FISERV,
INC., 255 FISERV DRIVE, BROOKFIELD, WISCONSIN 53045 (TELEPHONE NUMBER 414-879-
5000), ATTENTION: CHARLES W. SPRAGUE, SECRETARY.
<PAGE>
FISERV, INC.
Fiserv's principal executive offices are located at 255 Fiserv Drive,
Brookfield, Wisconsin 53045. Its telephone number is (414) 879-5000.
The Common Stock being sold under this Prospectus was acquired by
certain affiliates of Hanifen Holdings, Inc. in connection with the acquisition
of Hanifen Holdings, Inc. by Fiserv on December 29, 1997.
Fiserv will receive no proceeds from the sale of stock under this
Prospectus.
The date of this Prospectus is January __, 1998.
DESCRIPTION OF FISERV COMMON STOCK
The holders of Fiserv Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders.
Holders of Fiserv Common Stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors of Fiserv out of funds legally
available therefor. In the event of a liquidation, dissolution or winding up of
Fiserv, holders of Fiserv Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities. Holders of Fiserv Common Stock
have no preemptive rights to subscribe for unissued shares of capital stock of
Fiserv. There are no cumulative voting rights with respect to the Fiserv Common
Stock, with the result that holders of a majority of the Fiserv Common Stock may
elect all Fiserv's directors.
As of November 12, 1997, there were approximately 30,000 holders of
record of Fiserv Common Stock.
Fiserv has appointed Firstar Trust Company, Milwaukee, Wisconsin, as
transfer agent and registrar for the Fiserv Common Stock.
SELLING STOCKHOLDERS
The Selling Stockholders are Gary J. Wilson, John M. French, Donald
Salcito, and Walter F. Imhoff. The Shares were acquired by the Selling
Stockholders pursuant to that certain Agreement and Plan of Merger dated
September 30, 1997, by and among the Company, Fiserv Clearing, Inc., wholly-
owned subsidiary of the Company, and Hanifen Holdings, Inc.(the "Agreement")
pursuant to which Hanifen Holdings was merged into Fiserv Clearing (the
"Merger").
-1-
<PAGE>
The following table sets forth the number of Shares held by each of
the Selling Stockholders as of the date of this Prospectus:
<TABLE>
<CAPTION>
Name of Selling Stockholder Number of Shares
--------------------------- ----------------
<S> <C>
Gary J. Wilson 106,433
John M. French 27,085
Donald Salcito 14,928
Walter F. Imhoff 100,591
-------
249,037
=======
</TABLE>
The Company has agreed to register the resale by the Selling
Stockholders for a period of two years after the effective date of the Merger
(the "Effective Date") with respect to the Shares received by the Selling
Stockholders pursuant to the Merger.
Under the Merger Agreement, the Company and Fiserv Clearing have
agreed that they will not alter the rights of any person who has a right to
indemnification from Hanifen Holdings or Hanifen Imhoff Clearing Corp., a
wholly-owned subsidiary of Hanifen Holdings ("Clearing") pursuant to the
Articles of Incorporation or Bylaws of Hanifen Holdings or Clearing, as
applicable, in effect on the date of the Agreement. In addition, the Company
and Fiserv Clearing agreed to be bound by all determinations made by the Board
of Directors of both Hanifen Holdings and Clearing prior to the closing of the
Merger, subject to the limitations on indemnification set forth in the Articles
of Incorporation and Bylaws of Hanifen Holdings and Clearing. Fiserv Clearing
agreed to assume the obligations of Hanifen Holdings to provide indemnification
to such persons as if such persons were directors of Fiserv Clearing. The
Company and Fiserv Clearing also agreed that, to the extent reasonably possible,
they would obtain coverage for such persons under their directors and officers'
insurance policy or policies. If the scope of indemnity to which such persons
are entitled under the Articles of Incorporation or Bylaws of Hanifen Holdings
and Clearing is more beneficial than the right of indemnification provided by
Fiserv Clearing, the indemnification obligation of Fiserv Clearing will be
expanded to provide such persons with the maximum indemnification rights
provided by the Articles of Incorporation or Bylaws of Hanifen Holdings or
Clearing. The Selling Stockholders have not had any position, office or other
material relationship within the past three years with the Company or any of its
predecessors or affiliates other than as described above.
PLAN OF DISTRIBUTION
All of the Shares offered by this Prospectus are being sold by the
Selling Stockholders. The Company will not receive any of the proceeds from the
sale of the Shares.
Any or all of the Shares offered hereby by the Selling Stockholders
may be offered and sold to purchasers directly by or on behalf of the Selling
Stockholders from time to time in the over-the-counter market, in privately
negotiated transactions, or otherwise at prices prevailing in such market or as
may be negotiated at the time of the sale. The Shares may also be publicly
offered through underwriters, dealers or agents. In such event the Selling
Stockholders may enter into agreements with respect to any such offering. Such
underwriters, dealers or agents may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the Shares. The Selling Stockholders and any such
underwriters, dealers or agents that participate in the distribution of the
Shares may be deemed to be underwriters within the meaning of the Securities
Act, and any profit on the sale of the Shares by them and any discounts,
commissions or concessions received by them may be deemed to be underwriting
discounts and commissions under the Securities Act. Any such underwriters,
dealers and agents may engage in transactions with, and perform services for,
the Company. At the time a particular
-2-
<PAGE>
offer of Shares is made by the Selling Stockholders to the extent required, a
Prospectus Supplement will be distributed which will set forth the aggregate
number of Shares being offered, and the terms of the offering, including the
public offering price of the Shares, the name or names of any underwriters,
dealer or agents, any underwriting discounts, commissions and other items
constituting compensation from, and the resulting net proceeds to, the Selling
Stockholders, any discounts, commissions or concessions allowed or reallowed or
paid to dealers and, if applicable, the purchase price to be paid by any
underwriter for the Shares purchased from such Selling Stockholder.
In order to comply with the securities laws of certain states, sales
of Shares offered hereby to the public in such states may be made only through
broker-dealers who are registered or licensed in such states. Sales of Shares
offered hereby must also be made by the Selling Stockholders in compliance with
other applicable state securities laws and regulations.
Certain expenses in connection with the distribution of the Shares,
including registration and filing fees, printing expenses, fees and
disbursements of the Company's counsel and fees and expenses of any accountants,
will be borne by the Company. The Selling Stockholders will pay any brokerage
discounts, commissions or fees, any fees and disbursements of its counsel and
any other expenses attributable to the distribution of the Shares.
LEGAL MATTERS
The legality of the issuance of the Fiserv Common Stock being offered
hereby has been passed upon by Charles W. Sprague, General Counsel of Fiserv.
Mr. Sprague beneficially owns 27,461 shares of Fiserv Common Stock, which number
includes vested but unexercised stock options.
EXPERTS
The consolidated financial statements of Fiserv, Inc. and
subsidiaries, except BHC Financial, Inc. and subsidiaries, as of December 31,
1996 and 1995 and for each of the three years in the period ended December 31,
1996, incorporated in this Prospectus by reference from Fiserv, Inc.'s Current
Report on Form 8-K dated October 22, 1997, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report which is
incorporated herein by reference. The financial statements of BHC Financial,
Inc. and subsidiaries (consolidated with those of Fiserv, Inc.) have been
audited by Coopers & Lybrand L.L.P. as stated in their report on Form 10-K dated
February 14, 1997, except for Note 12 of the Consolidated Financial Statements
as to which the date is March 3, 1997. Such financial statements of Fiserv,
Inc. and its consolidated subsidiaries are incorporated by reference, and have
been so incorporated in reliance upon the respective reports of such firms given
upon their authority as experts in accounting and auditing.
-3-
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY FISERV, INC. ("FISERV"). THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE THE SECURITIES OFFERED
BY THIS PROSPECTUS BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY DISTRIBUTION OF THE SECURITIES OFFERED HEREBY SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF FISERV SINCE THE DATE HEREOF OR THAT THE INFORMATION SET FORTH OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
TABLE OF CONTENTS
Page
----
Available Information Inside Front Cover
Incorporation of Certain Documents by Reference Inside Front Cover
Fiserv, Inc. 1
Description of Common Stock 1
Selling Stockholders 1
Plan of Distribution 2
Legal Matters 3
Experts 3
-4-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant estimates that its expenses in connection with the
distribution of the securities to be registered, other than underwriting
discounts and commissions, will be as follows:
<TABLE>
<CAPTION>
<S> <C>
Printing and Filing Costs $ 5,000
Legal Costs and Expenses $ 5,000
Accounting Fees $ 2,500
-------
Total $12,500
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In general, the Wisconsin Business Corporation Law provides that a
corporation shall indemnify directors and officers for all reasonable expenses
incurred in connection with the successful defense of actions arising in
connection with their service as directors and officers of the corporation. In
other cases, the Wisconsin statute provides that the corporation shall indemnify
a director or officer against liability unless the director or officer breached
or failed to perform a duty owed to the corporation and such breach or failure
meets certain specified criteria constituting, in general, some act of
misconduct. In addition, the corporation may reimburse a director or officer
for his expenses in defending against actions as they are incurred upon the
director's or officer's written request accompanied by a written affirmation of
his good faith belief that he has not breached or failed to perform his duties
to the corporation and a written undertaking to repay amounts advanced if it is
ultimately determined that indemnification is not required under the Wisconsin
Business Corporation Law. A court of law may order that the corporation provide
indemnification to a director or officer if it finds that the director or
officer is entitled thereto under the applicable statutory provision or is
fairly and reasonably entitled thereto in view of all the relevant
circumstances, whether or not such indemnification is required under the
applicable statutory provision.
The Wisconsin Business Corporation Law specifies various procedures
pursuant to which a director or officer may establish his right to
indemnification.
Provided that it is not determined by or on behalf of the corporation
that the director or officer breached or failed to perform a duty owed to the
corporation and such breach or failure meets certain specified criteria
constituting, in general, some act of misconduct, its articles of incorporation
or bylaws, by written agreement, by resolution of its board of directors or by a
vote of the holders of a majority of its outstanding shares.
The Registrant's Bylaws provide for indemnification and advancement of
expenses of directors and officers to the fullest extent provided by the
Wisconsin Business Corporation Law. This provision is not exclusive of any
other rights to indemnification or the advancement of expenses to which a
director or officer may be entitled to under any written agreement, resolution
of directors, vote of stockholders, by law or otherwise.
II-1
<PAGE>
ITEM 16. EXHIBITS.
Exhibit Description
- --------------------------------------------------------------------------------
2. Agreement and Plan of Merger dated as of September 30, 1997 among
Fiserv, Inc, Fiserv Clearing, Inc. and Hanifen, Imhoff Holdings, Inc.
(Attached as Appendix A to the Prospectus included in this
Registration Statement.)(Schedules to such agreement are not being
filed herewith, but will be provided to the Commission upon its
request, pursuant to Item 604(b)(2) of Regulation S-X.)
4.1 Restated Articles of Incorporation (filed as Exhibit 3.1 to Fiserv's
Registration Statement on Form S-4, File No. 333-23349, and
incorporated herein by reference).
4.2 By-laws, (filed as Exhibit 3.2 to Fiserv's Registration Statement on
Form S-4, File No. 33-62870, and incorporated herein by reference).
4.3 Credit Agreement dated as of May 17, 1995 among Fiserv, Inc., the
Lenders Party Thereto, First Bank National Association, as Co-Agent,
and The Bank of New York, as Agent. (Not being filed herewith, but
will be provided to the Commission upon its request, pursuant to Item
601(b)(4)(iii)(A) of Regulation S-K.)
4.4 Note Purchase Agreement dated as of March 15, 1991, as amended, among
Fiserv, Inc., Aid Association for Lutherans, Northwestern National
Life Insurance Company, Northern Life Insurance Company and the North
Atlantic Life Insurance Company of America. (Not being filed herewith,
but will be provided to the Commission upon its request, pursuant to
Item 601(b)(4)(iii)(A) of Regulation S-K.)
4.5 Note Purchase Agreement dated as of April 30, 1990, as amended, among
Fiserv, Inc. and Teachers Insurance and Annuity Association of
America. (Not being filed herewith, but will be provided to the
Commission upon its request, pursuant to Item 601(b)(4)(iii)(A) of
Regulation S-K.)
4.6 Note Purchase Agreement dated as of May 17, 1995 among Fiserv, Inc.,
Teachers Insurance Annuity Association of America, Massachusetts
Mutual Life Insurance Company and Aid Association for Lutherans. (Not
being filed herewith, but will be provided to the Commission upon its
request, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.)
5. Opinion of Charles W. Sprague. (Previously filed)
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Charles W. Sprague.
24. Powers of Attorney. (Previously filed)
II-2
<PAGE>
ITEM 17. 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:
(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, represented a fundamental
change in the information set forth in the registration
statement;
(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;
(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.
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 provision, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
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 Act and will
be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration through the date of
responding to the request.
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the 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.
II-3
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brookfield, State of Wisconsin, on the 31st day of
December, 1997.
FISERV, INC.
By /s/ Kenneth R. Jensen
---------------------
Kenneth R. Jensen,
Senior Executive Vice President
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
*
- ------------------------- Chairman of the Board and Director December 31, 1997
(George D. Dalton) (Principal Executive Officer)
*
- ------------------------- Vice Chairman, President and Director December 31, 1997
(Leslie M. Muma)
*
- ------------------------- Senior Executive Vice President, Treasurer December 31, 1997
(Kenneth R. Jensen) and Director (Principal Financial and
Accounting Officer)
*
- ------------------------- Vice Chairman, President - December 31, 1997
(Donald F. Dillon) Information Technology, Inc. and
Director
*
- ------------------------- Director December 31, 1997
(Gerald J. Levy)
*
- ------------------------- Director December 31, 1997
(L. William Seidman)
*
- ------------------------- Director December 31, 1997
(Thekla R. Shackelford)
*
- ------------------------- Director December 31, 1997
(Roland D. Sullivan)
</TABLE>
*By:/s/ Kenneth R. Jensen
---------------------
(Kenneth R. Jensen, individually and as attorney-in-fact for the persons
indicated)
II-4
<PAGE>
ITEM 16. EXHIBITS.
Exhibit Description
- --------------------------------------------------------------------------------
2. Agreement and Plan of Merger dated as of September 30, 1997 among
Fiserv, Inc., Fiserv Clearing, Inc. and Hanifen, Imhoff Holdings, Inc.
(Attached as Appendix A to the Prospectus included in this
Registration Statement.)(Schedules to such agreement are not being
filed herewith, but will be provided to the Commission upon its
request, pursuant to Item 604(b)(2) of Regulation S-X.)
4.1 Restated Articles of Incorporation (filed as Exhibit 3.1 to Fiserv's
Registration Statement on Form S-4, File No. 333-23349, and
incorporated herein by reference).
4.2 By-laws, (filed as Exhibit 3.2 to Fiserv's Registration Statement on
Form S-4, File No. 33-62870, and incorporated herein by reference).
4.3 Credit Agreement dated as of May 17, 1995 among Fiserv, Inc., the
Lenders Party Thereto, First Bank National Association, as Co-Agent,
and The Bank of New York, as Agent. (Not being filed herewith, but
will be provided to the Commission upon its request, pursuant to Item
601(b)(4)(iii)(A) of Regulation S-K.)
4.4 Note Purchase Agreement dated as of March 15, 1991, as amended, among
Fiserv, Inc., Aid Association for Lutherans, Northwestern National
Life Insurance Company, Northern Life Insurance Company and the North
Atlantic Life Insurance Company of America. (Not being filed herewith,
but will be provided to the Commission upon its request, pursuant to
Item 601(b)(4)(iii)(A) of Regulation S-K.)
4.5 Note Purchase Agreement dated as of April 30, 1990, as amended, among
Fiserv, Inc. and Teachers Insurance and Annuity Association of
America. (Not being filed herewith, but will be provided to the
Commission upon its request, pursuant to Item 601(b)(4)(iii)(A) of
Regulation S-K.)
4.6 Note Purchase Agreement dated as of May 17, 1995 among Fiserv, Inc.,
Teachers Insurance Annuity Association of America, Massachusetts
Mutual Life Insurance Company and Aid Association for Lutherans. (Not
being filed herewith, but will be provided to the Commission upon its
request, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.)
5. Opinion of Charles W. Sprague. (Previously filed.)
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Charles W. Sprague.
24. Powers of Attorney. (Previously filed)
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Fiserv, Inc. on the Post-Effective Amendment No. 1 to Form S-4 on Form S-3 of
our report dated October 16, 1997, appearing in the Current Report on Form 8-K
dated October 22, 1997. We also consent to the reference to us under the
heading"Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
December 31, 1997
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to us in this registration statement of Fiserv, Inc.
on the Post-Effective Amendment No. 1 to Form S-4 on Form S-3 under the heading
"Experts" in the Prospectus, which is part of this registration statement.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 31, 1997
<PAGE>
Exhibit 23.3
Consent of Charles W. Sprague
December 31, 1997
Fiserv, Inc.
255 Fiserv Drive
Brookfield, Wisconsin 53045
Re: Fiserv, Inc. Post-Effective Amendment No. 1 to Form S-4 on Form S-3
-------------------------------------------------------------------
Dear Sirs:
I hereby consent to the use of my opinion letter dated November 18, 1997,
as an exhibit to the Post-Effective Amendment No. 1 to Form S-4 on Form S-3 and
to the reference to me under "Legal Matters" in the Prospectus comprising a part
of the Post-Effective Amendment. By giving the foregoing consent, I do not admit
that I come within the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
Charles W. Sprague
Executive Vice President,
General Counsel and Secretary
