<PAGE> 1
FILE NO. 333-49615
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
-----------------------------------------
FISERV, INC.
(Exact name of Registrant as specified in its charter)
WISCONSIN 39-1506125
State or jurisdiction of incorporation (I.R.S. employer identification
or organization) number)
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)
-----------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE FEE
=====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 153,861* * * *
=====================================================================================================================
</TABLE>
*Of which 76,437 shares were previously registered, and the 77,424 additional
shares are being registered pursuant to Rule 416(b) as a result of a 3-for-2
stock split effective May 29, 1998.
-----------------------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
153,861 Shares
FISERV, INC.
The Financial Data Services Company
Common Stock
This Prospectus may be used in connection with the distribution of up
to 153,861 shares of Fiserv, Inc. Common Stock, $.01 par value (the "Shares"),
proposed to be disposed of from time to time by the Selling Shareholders named
herein. See "Selling Shareholders". The Company will not receive any of the
proceeds from the sale of the Shares. The expenses of the registration of which
this Prospectus forms a part will be paid by the Company. The Common Stock of
the Company is traded in the NASDAQ National Market System under the symbol
"FISV". On July 30, 1998, the reported closing sale price of the Common Stock as
quoted on the NASDAQ National Market System was $46.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The distribution of the Shares by the Selling Shareholders may be
effected from time to time in one or more transactions (which may involve block
transactions) in the over-the-counter market, on the NASDAQ National Market
System (or any exchange on which the Common Stock may then be listed), in
negotiated transactions or otherwise. Sales will be effected at such prices and
for such consideration as may be obtainable from time to time. Commission
expenses and brokerage fees, if any, will be paid individually by the Selling
Shareholders. See "Plan of Distribution".
July 31, 1998
<PAGE> 3
NOPERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND ANY SUCH INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE HEREIN MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY THE SELLING SHAREHOLDERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH
AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
---------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
Company's: (i) Annual Report on Form 10-K for the fiscal year ended December 31,
1997, filed with the Securities and Exchange Commission (the "Commission") on
February 20, 1998; (ii) Current Report on Form 8-K, filed with the Commission on
January 20, 1998; (iii) Current Report on Form 8-K filed with the Commission on
February 24, 1998; (iv) Current Report on Form 8-K filed with the Commission on
March 24, 1998; (v) Quarterly Report on Form 10-Q for the quarter ended March
31, 1998 filed with the Commission on April 21, 1998; (vi) Current Report on
Form 8-K filed with the Commission on May 12, 1998; (vii) Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998 filed with the Commission on
July 21, 1998; and (viii) all other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Prospectus and prior to the termination of the
offering of the Shares shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents. Any statement
contained in a document 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 incorporated or 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.
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Written or oral requests for such copies should be directed to
Mr. Charles W. Sprague, Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield,
Wisconsin 53045, telephone (414) 879-5000.
2
<PAGE> 4
The Company's headquarters are located at 255 Fiserv Drive, Brookfield,
Wisconsin 53045, telephone (414) 879-5000. Fiserv was incorporated as a Delaware
corporation in 1984, and reincorporated as a Wisconsin corporation in 1992. The
terms "Fiserv" and the "Company" as used herein mean Fiserv, Inc. and, unless
the context otherwise requires, its consolidated subsidiaries.
THE COMPANY
Fiserv, with operations in 76 cities, including cities in Australia,
Canada, England and Singapore, is a leading independent provider of financial
data processing systems and related information management services and products
to banks, credit unions, mortgage banks, savings institutions and other
financial intermediaries. These services and products are based primarily on
proprietary software developed by Fiserv and maintained on computers located at
data processing centers throughout the United States. Fiserv is ranked as the
nation's leading data processing provider for banks and savings institutions in
terms of total clients served and is the nation's second leading data processing
provider for credit unions and mortgage banks. Fiserv directly supports account
and transaction processing software systems for approximately 3,648 financial
institutions; maintaining approximately 50 million service bureau accounts.
Fiserv delivers this account and transaction processing in all four of the
traditional delivery modes: service bureau; facilities management; resource
management; and in-house solutions. Fiserv also provides electronic banking
services, which include Automated Teller Machine ("ATM")/Electronic Funds
Transfer ("EFT") services to financial institutions, and processing
approximately 200 million ATM transactions annually. Fiserv also provides check
and share draft remittance and back-office processing to financial institutions,
handling approximately 4.1 billion prime pass items per year through its
regional item processing centers located in over 45 cities in North America. In
addition, Fiserv provides trust administration services for IRAs and other
retirement plans, and furnishes microcomputer software to financial institutions
for executive information and decision support systems. The Fiserv securities
processing group provides a wide-range of traditional processing and related
support services to support all aspects of a retail brokerage operation. The
total client base served by Fiserv includes more than 7,000 financial
institutions. Fiserv believes that its focus on customer service and the
contractual nature of its business, combined with its historical renewal
experience, provide a high level of recurring revenues.
Since Fiserv's formation in 1984, it has expanded its operations
through over 70 acquisitions and internally through the growth of existing
clients. From 1988 to 1997, Fiserv's revenues increased from $125.0 million to
$974.4 million, its operating income increased from $15.5 million to $165.8
million and its net income grew from $9.2 million to $90.8 million. During this
period, net income per common share-diluted increased from $.22 to $1.13.
USE OF PROCEEDS
All proceeds from the sale of the Shares to be sold pursuant to this
Prospectus will be for the account of the Selling Shareholders. As a
consequence, the Company will not receive any proceeds from the sale of the
Shares offered by the Selling Shareholders.
DIVIDEND POLICY
The Company has not paid cash dividends on its Common Stock. The
Company intends to retain earnings for use in its business and, therefore, does
not anticipate paying any cash dividends in the foreseeable future. The
Company's existing long-term debt instruments contain provisions limiting the
amount of cash dividends the Company can pay.
3
<PAGE> 5
SELLING SHAREHOLDERS
The following table sets forth information with respect to the number
of shares of Common Stock beneficially owned by each of the Selling
Shareholders.
<TABLE>
<CAPTION>
Number of Number of Percent of
Fiserv Shares Shares Shares
Beneficially Beneficially Outstanding
Selling Owned Prior to Number of Shares Owned After After
Stockholder Offering (1) Registered Herein Offering(2) Offering
- ----------- ------------ ----------------- ----------- --------
<S> <C> <C> <C> <C>
William P. Guiney 118,551 47,487 71,064 --
Lloyd S. Milner 90,601 34,537 56,064 --
Carolyn C. Milner 19,250 4,250 15,000 --
Suzanne B. Carver 33,167 8,291 24,876 --
Fletcher H. Carver III 45,000 22,500 22,500 --
Frank A. Weber 59,017 26,641 32,376 --
Barbara A. Weber 19,250 4,250 15,000 --
Terry L. Washburn 6,999 2,262 4,737 --
Joseph F. Sermarini 7,288 3,643 3,645 --
- -------------------
</TABLE>
(1) Information as of July 17, 1998.
(2) Assumes all shares registered herein are sold.
4
<PAGE> 6
DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made in any one or more transactions (which may involve block transactions) in
the over-the-counter market, on NASDAQ, and any exchange in which the Common
Stock may then be listed, or otherwise in negotiated transactions or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling Shares
to or through broker-dealers, and such broker-dealers may sell the Shares as
agent or may purchase such Shares as principal and resell them for their own
account pursuant to this prospectus. Such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or purchasers of Shares from whom they may act
as agent (which compensation may be in excess of customary commissions).
The Company has informed the Selling Shareholders that the
anti-manipulative rules under the Securities Exchange Act of 1934 (Regulation M)
may apply to their sales of Shares in the market. Also, the Company has informed
the Selling Shareholders of the need for delivery of copies of the Prospectus in
connection with any sale of securities registered hereunder in accordance with
applicable prospectus delivery requirements.
In connection with such sales, the Selling Shareholders and any
participating brokers and dealers may be deemed to be "underwriters" as defined
in the Securities Act. In addition, any of the Shares that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
In order to comply with certain state securities laws, if applicable,
the Common Stock will not be sold in a particular state unless such securities
have been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
LEGAL MATTERS
The validity of the issuance of the shares of the Common Stock offered
hereby will be passed upon for the Company by Charles W. Sprague, Esq.,
Executive Vice President, General Counsel and Secretary of the Company. Mr.
Sprague beneficially owns 36,532 shares of Fiserv Common Stock, which number
includes vested but unexercised stock options.
EXPERTS
The consolidated financial statements and the related financial
statement schedule of Fiserv, Inc. and subsidiaries, except BHC Financial, Inc.
and subsidiaries, as of December 31, 1996 and for each of the two
years in the period ended December 31, 1996 incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports which are incorporated herein by reference.
The financial statements of BHC Financial, Inc. and subsidiaries (consolidated
with those of Fiserv, Inc.) have been audited by PricewaterhouseCoopers LLP as
stated in their report dated February 14, 1997, except for Note 12 of the
Consolidated Financial Statements as to which the date is March 3, 1997, which
report is included in the Company's Annual Report on Form 10-K for the year
ended December 31, 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.
5
<PAGE> 7
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Commission. This Prospectus does not contain all
information set forth in the Registration Statement and the exhibits thereto
which the Company has filed with the Commission under the Securities Act of
1933, as amended (the "Act"), and to which reference is hereby made. Such
reports, proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549; Seven World Trade Center, 13th Floor, New York, New York 10048; and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained at prescribed rates upon
request from the Public Reference Section of the Commission at Room 1024 at 450
Fifth Street, N.W., Washington, D.C. 20549. The Company's registration
statements, proxy statements and other information may also be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington, D.C. 20006. The Commission also maintains a website on the
internet at http://www.sec.gov.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (together with all amendments thereto, the "Registration Statement") filed
by the Company with the Commission under the Act. This Prospectus does not
contain all of the information included in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement and to the Exhibits
relating thereto for further information with respect to the Company and the
Common Stock offered hereby.
No person is authorized to give any information or to make any
representation, other than those contained in this Prospectus, and any
information or representations not contained in this Prospectus must not be
relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any securities other than the
registered securities to which it relates. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy such securities under any
circumstances where such offer of solicitation is unlawful. Neither the delivery
of this Prospectus nor any sales made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained herein is
correct as of any time subsequent to its date.
6
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All amounts shown are estimates.
Item Amount
---- ------
Accounting fees and expenses 2,000.00
Miscellaneous 1,000.00
=============
Total $3,000.00
=============
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, a Wisconsin corporation may
provide additional rights to indemnification under its articles of incorporation
or by-laws, by written agreement, by resolution of its board of directors or by
a vote of the holders of a majority of its outstanding shares.
II-1
<PAGE> 9
The Registrant's By-laws 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 under any written agreement, resolution of
directors, vote of shareholders, by law or otherwise.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
2.1 Stock Purchase Agreement, dated as of April 6, 1995, by and between
Fiserv, Inc. and Information Technology, Inc. (Filed as Exhibit 2.1 to
the Company's Registration Statement on Form S-3, File No. 33-58709,
and incorporated herein by reference)
3.1 Restated Articles of Incorporation. (Filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-4, File No. 333-23349, and
incorporated herein by reference and Exhibit 3 to the Company's Current
Report on Form 8-K filed on February 24, 1998 and incorporated herein
by reference.)
3.2 By-laws, (filed as Exhibit 3.2 to the Company's Registration Statement
on Form S-4, File No. 333-47199, and incorporated herein by reference).
3.3 Shareholder Rights Agreement (filed as Exhibit 4 to the Company's
Current Report on Form 8-K filed on February 24, 1998, and incorporated
herein by reference).
4.1 Credit Agreement dated as of May 17, 1995, as amended, 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.)
4.2 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.)
4.3 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.)
4.4 Note Purchase Agreement dated as of May 17, 1995 among Fiserv, Inc.,
Teachers Insurance and 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.)
5.1 Opinion of Charles W. Sprague, Esq.
II-2
<PAGE> 10
EXHIBIT
NUMBER DESCRIPTION
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Charles W. Sprague, Esq.(included in Exhibit 5.1 hereto).
*24. Powers of Attorney.
--------------
*Filed Previously
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes 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
information statement.
The undersigned registrant hereby undertakes 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act), 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 15 above, 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 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 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.
II-3
<PAGE> 11
The undersigned Registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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-4
<PAGE> 12
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
Post-Effective Amendment No. 1 to Registration Statement No. 333-49615 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 July 1998.
FISERV, INC.
By /S/ K.R. JENSEN
-------------------------------------
Kenneth R. Jensen,
Senior Executive Vice President
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, Post-Effective
Amendment No. 1 to this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:
* Chairman of the Board and Director July 31, 1998
- --------------------- (Principal Executive Officer)
(George D. Dalton)
* Vice Chairman, President and Director July 31, 1998
- ---------------------
(Leslie M. Muma)
Senior Executive Vice President, July 31, 1998
* Treasurer and Director (Principal
- --------------------- Financial and Accounting Officer)
(Kenneth R. Jensen)
* Vice Chairman, President - Information July 31, 1998
- --------------------- Technology, Inc. and Director
(Donald F. Dillon)
* Director July 31, 1998
- ---------------------
(Gerald J. Levy)
* Director July 31, 1998
- ---------------------
(L. William Seidman)
* Director July 31, 1998
- ---------------------
(Thekla R. Shackelford)
*By: /S/ K.R. JENSEN
- ---------------------
(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)
II-5
<PAGE> 1
July 31, 1998
Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53045
Fiserv, Inc.
Registration Statement on Form S-3
Dear Sirs:
I have acted as counsel to Fiserv, Inc., a Wisconsin corporation
("Fiserv"), in connection with its Registration Statement on Form S-3 (the
"Registration Statement"), filed under the Securities Act of 1933 (the "Act"),
relating to the proposed resales of up to 77,424 shares of its Common Stock,
$.01 par value (the "Shares"), by certain Selling Shareholders.
In that connection, I have examined originals, or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and other instruments as I have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation, as amended, and By-Laws,
as amended, of Fiserv.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly organized and is validly existing as a
corporation under the laws of the State of Wisconsin.
2. The Shares have been duly authorized and are validly issued and
fully paid and non-assessable subject to Section 180.0622(b) of the Wisconsin
Business Corporate Law and judicial interpretations thereof.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to me under "Legal Matters" in the
Prospectus comprising a part of the Registration Statement. 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,
/S/ CHARLES W. SPRAGUE
Charles W. Sprague
Executive Vice President,
General Counsel and Secretary
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1
We consent to the incorporation by reference in this Post-effective Amendment
No. 1 to Registration Statement No. 333-49615 of Fiserv, Inc. on Form
S-3 of our reports dated January 30, 1998, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Fiserv, Inc. for the year ended
December 31, 1997 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Milwaukee, Wisconsin
July 31, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Fiserv, Inc. on Form S-3 of our report dated February 14, 1997, except for Note
12, as to which the date is March 3, 1997, on our audits of the consolidated
financial statements and financial statement schedules of BHC Financial, Inc.
as of December 31, 1996 and for the years ended December 31, 1996 and
1995, which report is included in Fiserv, Inc.'s Annual Report on Form 10-K
which is incorporated by reference in this registration statement. We also
consent to the reference to our firm under the caption "Experts."
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
July 31, 1998
