<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (Section) 240.14a-11(c) or (Section)
240.14a-12
Fiserv, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF FISERV]
255 Fiserv Drive
Brookfield, Wisconsin 53045
February 28, 2000
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Fiserv, Inc. (the "Company"), to be held at the Company's corporate offices at
10:00 a.m., Central Standard Time, Thursday, March 30, 2000, in the Company's
Education Center located on the second floor.
Information about the meeting and the matters on which shareholders will act is
set forth in the accompanying Notice of Meeting and Proxy Statement. Following
action on these matters, management will present a current report on the
activities of the Company. At the meeting, we will welcome your comments on or
inquiries about the business of the Company that would be of interest to
shareholders generally.
At your earliest convenience, please review the information on the business to
come before the meeting.
It is very important that you be represented at the Annual Meeting regardless of
the number of shares you own or whether you are able to attend the Annual
Meeting in person. Whether or not you plan to attend the meeting, please mark,
sign and return your proxy card promptly in the enclosed envelope which requires
no postage if mailed in the United States. This will not prevent you from voting
in person, but will ensure that your vote is counted if you are unable to
attend.
Thank you for your prompt attention.
Sincerely,
/s/ Leslie M. Muma
Leslie M. Muma
Vice Chairman of the Board,
President and Chief Executive Officer
<PAGE>
[LOGO OF FISERV]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 30, 2000
To the Shareholders of Fiserv, Inc.:
The Annual Meeting of Shareholders of Fiserv, Inc. (the "Company") will be held
at the Corporate Offices on Thursday, March 30, 2000, at 10:00 a.m., Central
Standard Time, for the following purposes, all of which are set forth more
completely in the accompanying Proxy Statement:
1. To elect three Directors to serve for a three-year term expiring in
2003, and in each case until their successors are elected and
qualified;
2. To approve an amendment to the Fiserv, Inc. Stock Option Plan;
3. To approve the Fiserv, Inc. Employee Stock Purchase Plan;
4. To approve the appointment of Deloitte & Touche LLP, Milwaukee,
Wisconsin, as independent auditors of the Company and its subsidiaries
for the fiscal year ending December 31, 2000; and
5. To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on February 14, 2000, as
the record date for determining shareholders entitled to notice of and to vote
at the Annual Meeting and at any adjournments or postponements thereof.
In the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned or postponed in order to permit further solicitation of
proxies by the Company.
By Order of the Board of Directors
/s/ Charles W. Sprague
Charles W. Sprague
Secretary
February 28, 2000
YOUR VOTE IS IMPORTANT. THE PROXY STATEMENT IS INCLUDED WITH THIS NOTICE. TO
VOTE YOUR SHARES, PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD AS SOON AS
POSSIBLE. A RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. SHAREHOLDERS
ATTENDING THE MEETING MAY WITHDRAW THEIR PROXIES AT ANY TIME PRIOR TO THE
EXERCISE THEREOF AS FURTHER DESCRIBED HEREIN.
<PAGE>
PROXY STATEMENT
Solicitation of Proxies
This Proxy Statement is being mailed on or about February 28, 2000, to the
holders of record as of February 14, 2000, of common stock ("Common Stock") of
Fiserv, Inc. (the "Company") in connection with the solicitation by the Board of
Directors of proxies in the enclosed form for the Annual Meeting of Shareholders
(the "Annual Meeting"). The Annual Meeting will be held at the Company's
offices, 255 Fiserv Drive, Brookfield, Wisconsin 53045, at 10:00 a.m., Central
Standard Time, on March 30, 2000, and at any and all adjournments or
postponements thereof. Pursuant to the Wisconsin Business Corporation Law, a
shareholder may revoke a writing appointing a proxy either by giving notice to
the Company in writing or in open meeting. Any shareholder giving a proxy has
the power to revoke it at any time before it is exercised by (i) filing with the
Secretary written notice thereof (Charles W. Sprague, Executive Vice President,
General Counsel and Secretary, Fiserv, Inc., 255 Fiserv Drive, Brookfield,
Wisconsin 53045); (ii) submitting a duly-executed proxy bearing a later date; or
(iii) appearing at the Annual Meeting and giving the Secretary notice of his or
her intention to vote in person.
The cost of solicitation of proxies by mail on behalf of the Board of Directors
will be borne by the Company. Proxies also may be solicited by personal
interview or by telephone, in addition to the use of the mail, by directors,
officers and regular employees of the Company, without additional compensation
therefor. The Company also has made arrangements with brokerage firms, banks,
nominees and other fiduciaries to forward proxy solicitation materials for
shares of Common Stock held of record by the beneficial owners of such shares.
The Company will reimburse such holders for their reasonable out-of-pocket
expenses.
Proxies solicited hereby will be returned to the Board of Directors, and will be
tabulated by inspectors of election designated by the Board of Directors, who
will not be employed by or a director of the Company, or any of its affiliates.
Purposes of Annual Meeting
The Annual Meeting has been called for the purposes of: (i) electing three
Directors to serve for a three-year term expiring in 2003; (ii) approving an
amendment to the Fiserv, Inc. Stock Option Plan; (iii) approving the Fiserv,
Inc. Employee Stock Purchase Plan; (iv) approving the appointment of Deloitte &
Touche LLP, Milwaukee, Wisconsin, as the independent auditors of the Company and
its subsidiaries for the fiscal year ending December 31, 2000; and (v)
transacting such other business as may properly come before the Annual Meeting
or any adjournments or postponements thereof.
The persons named as proxies in the enclosed proxy have been selected by the
Board of Directors and will vote shares represented by valid proxies. They have
indicated that, unless otherwise specified in the Proxy, they intend to vote:
(i) to elect as Directors the nominees noted herein; (ii) for approval of an
amendment to the Fiserv, Inc. Stock Option Plan; (iii) for approval of the
Fiserv, Inc. Employee Stock Purchase Plan; and (iv) for approval of the
appointment of Deloitte & Touche LLP, Milwaukee, Wisconsin, as the independent
auditors of the Company and its subsidiaries for the fiscal year ending December
31, 2000. The Board of Directors has no reason to believe that any of the
nominees will be unable to serve as a Director. In the event, however, of the
death or unavailability of any nominee or nominees, the proxy to vote in favor
of the election of such nominee or nominees will be voted for such other person
as the Board of Directors may recommend.
1
<PAGE>
The Company has no knowledge of any other matters to be presented at the Annual
Meeting. In the event other matters are properly brought before the Annual
Meeting or any adjournments or postponements thereof, the persons named in the
proxy will vote in accordance with their best judgment on such matters.
Voting Securities
The Board of Directors has fixed the close of business on February 14, 2000, as
the record date (the "Voting Record Date") for determining shareholders entitled
to notice of and to vote at the Annual Meeting. On the Voting Record Date,
there were 122,639,403 shares of Common Stock outstanding and entitled to vote,
and the Company had no other class of securities outstanding. All of these
shares are to be voted as a single class, and each holder is entitled to one
vote for each share held of record on all matters submitted to a vote of
shareholders. The presence, in person or by proxy, of at least a majority of
the outstanding shares of Common Stock entitled to vote at the Annual Meeting,
shall constitute a quorum for the transaction of business. A quorum being
present, all matters, other than the election of directors, shall require the
affirmative vote of a majority of the total votes cast in person or by proxy in
order to be approved. Directors will be elected by a plurality of votes cast at
the Annual Meeting. Abstentions will be included in the determination of shares
present and voting for purposes of determining whether a quorum exists. Broker
non-votes will not be so included. Neither abstentions nor broker non-votes are
counted in determining whether a proposal has been approved. In the event there
are not sufficient votes for a quorum or to approve or ratify any proposal at
the time of the Annual Meeting, the Annual Meeting may be adjourned or postponed
in order to permit the further solicitation of proxies.
Security Ownership of Certain Beneficial Owners and Management
The following tables set forth information with respect to the beneficial
ownership of Common Stock as of December 31, 1999 (except as otherwise noted
below) by: (i) each shareholder known to the Company to own beneficially more
than 5% of the shares of Common Stock outstanding, as disclosed in certain
reports regarding such ownership filed with the Company and with the Securities
and Exchange Commission (the "Commission"), in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); (ii) each Director and Director nominee of the Company; (iii) each of the
executive officer(s) of the Company appearing in the Summary Compensation Table
on page 13; and (iv) all Directors and executive officers as a group.
The following table sets forth information furnished to the Company as of
December 31, 1999, with respect to each person known to the Company to be the
beneficial owner of more than five percent of the Company's Common Stock.
<TABLE>
<CAPTION>
Name and Address Amount of
of Beneficial Owner Beneficial Ownership Percent of Class
- --------------------------------------------------------------------------------
<S> <C> <C>
AMVESCAP PLC
11 Devonshire Square
London, England..................... 7,069,375 5.8%
</TABLE>
2
<PAGE>
The following table sets forth information furnished to the Company as of
December 31, 1999, with respect to the beneficial ownership by each Director and
nominee, certain named executive officers and by all present Directors and
executive officers as a group of the Company's Common Stock.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock
Name Beneficially Owned /(1)(2)/ Percent of Class
- ---------------------------------------------------------------------------------
<S> <C> <C>
George D. Dalton.................. 1,542,920 1.2%
Leslie M. Muma.................... 1,311,787 1.0%
Donald F. Dillon.................. 5,070,339 3.9%
Kenneth R. Jensen................. 1,090,902 *
Frank R. Martire.................. 295,967 *
Daniel P. Kearney................. 0 *
Gerald J. Levy.................... 133,763 *
L. William Seidman................ 79,759 *
Thekla R. Shackelford............. 35,828 *
All Directors and executive
officers as a group (15 persons).. 11,532,253 9.0%
</TABLE>
* Amount represents less than 1% of the total number of shares of Common
Stock outstanding on the Voting Record Date.
(1) Unless otherwise indicated, includes shares of Common Stock held directly
by the individuals as well as by members of such individuals' immediate
family who share the same household, shares held in trust and other
indirect forms of ownership over which shares the individuals exercise sole
or shared voting and/or investment power. Each person on the above table
disclaims beneficial ownership of shares owned by his or her spouse, minor
children or other relatives.
(2) Includes shares of Common Stock, which, as of December 31, 1999, were
subject to outstanding stock options exercisable currently or within 60
days as follows: Mr. Dalton 1,008,750, Mr. Muma 996,028, Mr. Dillon
291,026, Mr. Jensen 765,141, Mr. Martire 288,610, Mr. Levy 79,871, Mr.
Seidman 75,259, Ms. Shackelford 33,578, and all Directors and executive
officers as a group 4,666,890.
MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
Matter 1. Election of Directors
The following is a summary of certain information concerning the nominees for
Director and continuing Directors of the Company. There are no family
relationships among any of the directors and/or executive officers of the
Company. No person being nominated as a Director is being proposed for election
pursuant to any agreement or understanding between any person and the Company.
Nominees for three-year term expiring in 2003:
George D. Dalton (age 71) has been Chairman of the Board of Directors since it
was established in 1984. Mr. Dalton served as Chief Executive Officer of the
Company from 1984 to 1999. From 1964 to 1984, Mr. Dalton was President of one of
the Company's predecessors, First Data Processing, Inc., a subsidiary of First
Bank System, Inc. Mr. Dalton has over 40 years of data processing experience. He
also serves as a Director of ARI Network Services, Inc. (sales network
software), Milwaukee, Wisconsin; APAC TeleServices, Inc. (telemarketing),
Deerfield, Illinois; Clark/Bardes, Inc. (insurance/benefits), Dallas, Texas; and
Fiduciary Management, Inc. (investment funds), Milwaukee, Wisconsin. Mr. Dalton
is Chairman of the Milwaukee School of Engineering Board of Regents.
Principal Occupation: Chairman of the Board of Directors
3
<PAGE>
Daniel P. Kearney (age 60) was appointed a Director of the Company in November
of 1999. Mr. Kearney is a Financial Consultant and served as Chief Investment
Officer of Aetna, Inc. from 1991 to 1998. In 1995, he assumed the additional
responsibility of President of Aetna's annuity, pension and life insurance
division, retiring in 1998. Prior to joining Aetna, Mr. Kearney was President
and Chief Executive Officer of the Resolution Trust Corporation Oversight Board.
Before that he was a principal at Aldrich, Eastman and Waltch, Inc., a Boston-
based pension fund advisor. From 1977 to 1988, Mr. Kearney was with Salomon
Brothers, Inc. as Managing Director of its Real Estate Financing Department and
a founder of its Mortgage Securities Department, and from 1976 to 1977 he was
Associate Director of the Office of Management and Budget (OMB) for the U.S.
federal government. He served as President of the Government National Mortgage
Association (Ginnie Mae) from 1974 to 1976, Deputy Assistant Secretary of the
Department of Housing and Urban Development (HUD) from 1973 to 1974, and as
Executive Director of the Illinois Housing Development Authority from 1969 to
1973. Previously he was in private law practice in Chicago. Mr. Kearney has over
30 years experience in the banking, insurance and legal industries. Mr. Kearney
also serves as a Director of MGIC Investment Corporation (mortgage insurance),
Milwaukee, Wisconsin; MBIA, Inc. (insurance), Armonk, New York; and Great Lakes
Real Estate Investment Trust (real estate), Oak Brook, Illinois.
Principal Occupation: Financial Consultant.
L. William Seidman (age 78) has been a Director of the Company since 1992. Mr.
Seidman became Chairman of the Federal Deposit Insurance Corporation in October
1985 and Chairman of the Resolution Trust Company in 1989, and held such
positions until October 1991. From 1982 to 1985, he was Dean of the College of
Business at Arizona State University, Tempe, Arizona. From 1977 to 1982, he was
Vice Chairman and Chief Financial Officer of Phelps Dodge Corporation. Mr.
Seidman was President Gerald Ford's Assistant for Economic Affairs from 1974 to
1977. From 1968 to 1974, he was managing partner of Seidman & Seidman, Certified
Public Accountants. He served as Chairman in 1970 and Director of the Detroit
Branch of the Federal Reserve Bank of Chicago from 1966 to 1970. He also was
Special Assistant for Financial Affairs to Michigan Governor George Romney from
1963 to 1966. Mr. Seidman also serves as a Director of Clark/Bardes, Inc.
(insurance/benefits), Dallas, Texas; and Intellidata, Inc. (financial services),
Herndon, Virginia.
Principal Occupation: Chief Commentator for CNBC-TV, Publisher of
Bank Director and Board Member magazines, and
Industry Consultant.
The affirmative vote of a plurality of the votes cast is required for the
election of directors. Unless otherwise specified, the shares of Common Stock
represented by the proxies solicited hereby will be voted in favor of the above-
described nominees.
The Board of Directors recommends that you vote FOR the election of the nominees
---
for director.
Information With Respect to Continuing Directors
Continuing terms expiring in 2001:
Kenneth R. Jensen (age 56) has been Executive Vice President, Chief Financial
Officer, Treasurer, Assistant Secretary and a Director of the Company since it
was established in 1984. He became Senior Executive Vice President of the
Company in 1986. In 1983, Mr. Jensen was Chief Financial Officer of SunGard Data
Systems, Inc., a computer services company. From 1968 to 1982, Mr. Jensen was a
founder and Chief Financial Officer of Catallactics Corporation, a financial
services
4
<PAGE>
company, and from 1974 to 1980, also was Chief Financial Officer of Market
Research Corporation of America. Mr. Jensen has over 30 years of experience in
the data processing industry.
Principal Occupation: Senior Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary of the
Corporation.
Thekla R. Shackelford (age 65) was appointed a Director of the Company in 1994.
Ms. Shackelford is an Educational Consultant and served as President of the
National Professional Association for Education Consultants from 1987 to 1988.
Prior to 1987, she was Director of Development of the Buckeye Boys Ranch located
in Columbus, Ohio. She currently is serving as Chairman of the I KNOW I CAN
scholarship board in Columbus, Ohio, and is a director of Bank One Corporation
(banking), Chicago, Illinois; and Wendy's International, Inc. (restaurants),
Columbus, Ohio. Ms. Shackelford is the recipient of numerous awards for
community service and educational achievements.
Principal Occupation: Educational Consultant.
Continuing terms expiring in 2002:
Donald F. Dillon (age 59) was elected to and named Vice Chairman of the Board of
Directors of the Company in May 1995. In 1976, Mr. Dillon and an associate
founded Information Technology, Inc. ("ITI"), a turnkey software company, which
has grown to become a leading national provider of banking software and
services. ITI was acquired by the Company in May 1995, and Mr. Dillon continues
in his position as Chairman of ITI. From 1966 to 1976, Mr. Dillon was with the
National Bank of Commerce, Lincoln, Nebraska, and served most recently as Senior
Vice President - Information Management Division. Mr. Dillon has over 30 years
of experience in the financial and data processing industries. He also serves as
Secretary of the Board of Trustees and Executive Committee Member for Doane
College in Crete, Nebraska, and is a Member of the Board of Trustees for the
University of Nebraska and a Member of the University of Nebraska's Directors
Club.
Principal Occupation: Vice Chairman of the Board of Directors of the
Company, Chairman of ITI.
Gerald J. Levy (age 67) has been a Director of the Company since 1986. He is
known nationally for his involvement in various financial industry memberships
and organizations. Mr. Levy is a past Director and Chairman of the United States
League of Savings Institutions, and served as Chairman of its Government Affairs
Policy Committee. Since 1959, Mr. Levy has served Guaranty Bank, S.S.B.,
Milwaukee, Wisconsin, in various capacities, including Chief Executive Officer
from 1973 to the present. He also serves as Director of Guaranty Bank, S.S.B.
and Guaranty Financial M.H.C., the holding company of Guaranty Bank, S.S.B.,
both in Milwaukee, Wisconsin; and Republic Mortgage Insurance Company, Winston-
Salem, North Carolina.
Principal Occupation: Chief Executive Officer of Guaranty Bank, S.S.B.
Leslie M. Muma (age 55) has been a Director of the Company since it was
established in 1984; he was named Vice Chairman of the Board of Directors in
1995 and Chief Executive Officer in 1999. Mr. Muma served as Chief Operating
Officer of the Company from 1984 to 1999. From 1971 to 1984, Mr. Muma was the
President of one of the Company's predecessors, Data Management Resources, Inc.,
a wholly owned subsidiary of Freedom Savings & Loan Association, Tampa, Florida.
Mr. Muma has over 30 years of data processing experience. He also serves as a
Director of MGIC Investment Corporation (mortgage insurance), Milwaukee,
Wisconsin.
Principal Occupation: Vice Chairman of the Board of Directors of the
Company, President and Chief Executive Officer of
the Company.
5
<PAGE>
Matter 2. Approval of Amendment to the Fiserv, Inc. Stock Option Plan
On November 10, 1999, the Board of Directors of the Company adopted, subject to
shareholder approval at the Annual Meeting, an amendment to the Fiserv, Inc.
Stock Option Plan (the "Plan") that will increase the number of shares of Common
Stock reserved for future issuance under the Plan from 2,667,755 to 8,667,755.
Description of Material Features of the Amended Plan
The following summary of certain material features of the Plan does not purport
to be complete and is qualified in its entirety by reference to the text of the
Plan, a copy of which is set forth as Exhibit A to this Proxy Statement. Unless
otherwise indicated, all references are to the Plan as proposed to be amended.
Purpose of the Plan
The purpose of the Plan is to provide incentives to employees of the Company
which will attract, retain and motivate persons who are able to make important
contributions to the Company's growth, profitability and long-term success.
Shares Subject to the Plan and Eligibility
The Plan authorizes the grant of options to purchase shares of Common Stock
(subject to adjustment as provided below) to employees (including officers and
directors who are employees) and Non-Employee Directors (as defined under Rule
16b-3 under the Securities Exchange Act of 1934) of the Company. Upon
expiration, cancellation or termination of unexercised options granted under the
Plan, the shares of Common Stock subject to such options will again be available
for the grant of options under the Plan. As of December 31, 1999, all four Non-
Employee Directors of the Company and all employees of the Company were eligible
to participate in the Plan. The shares of Common Stock to be issued by the
Company upon the exercise of options by optionees may be acquired either through
open market purchases by the Company, or issued from authorized but unissued
shares of Common Stock.
As of December 31, 1999, and not taking into account the amendment to the Plan,
a total of 2,667,755 shares were available for granting under the Plan.
Types of Options
Options granted under the Plan may be either incentive stock options ("ISOs")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or non-qualified stock options which do not qualify as
ISOs ("NQSOs"). ISOs, however, may only be granted to employees.
Administration
The Plan is administered by a committee of the Board of Directors (the
"Committee") consisting of at least two members of the Board, each of whom is a
Non-Employee Director, and also an "outside director" within the meaning of
Section 162 (m) of the Code. The Committee members currently are those persons
listed as comprising the Compensation Committee on Page 12.
6
<PAGE>
Among other things, the Board of Directors (with respect to grants to Non-
Employee Directors) and the Committee (with respect to grants to participants
other than Non-Employee Directors) are empowered to determine in accordance with
various Plan provisions: (i) the persons to whom options are granted; (ii) the
times on which options are granted; (iii) whether an option will be an ISO or an
NQSO; (iv) the number of shares of Common Stock subject to a particular option
and the option price therefor; (v) the term of each option; (vi) the time and
conditions under which an option may be exercised in whole or in part; (vii) the
form of consideration that may be used by the optionee to purchase shares upon
exercise of any option; (viii) whether shares issued upon the exercise of an
option are subject to certain restrictions or to repurchase by the Company; (ix)
the fair market value of shares of the Common Stock; and any other terms and
conditions of the option not otherwise inconsistent with the provisions of the
Plan. The Committee is also authorized to interpret the terms of the Plan and to
adopt regulations relating to the Plan that are not inconsistent with the terms
of the Plan. The determination of the Committee with respect to such matters is
final and conclusive.
Terms and Conditions of Options
Options granted under the Plan are subject to, among other things, the following
terms and conditions:
a. The option price of an option shall be fixed by the Committee in the
case of grants to participants other than Non-Employee Directors and the full
Board with respect to grants to Non-Employee Directors, except that in the case
of an ISO, the option price cannot be less than the fair market value of the
shares subject to the option on the date it is granted (110% of such fair market
value if the optionee owns or is deemed to own more than 10% of the voting power
of the Company's shares).
b. Options are not transferable during the optionee's lifetime, and
during his or her lifetime may only be exercised by the optionee.
c. Options may be granted for terms determined by the Committee in the
case of grants to participants other than Non-Employee Directors and the full
Board with respect to grants to Non-Employee Directors, except that the term of
an ISO may not exceed 10 years (five years if the optionee owns or is deemed to
own more than 10% of the voting power of the Company's shares).
d. If the Company is purchased by or merged into another company, such
that there is a change in control of the Company, all outstanding stock options
issued under the Plan will become fully vested at the date of such purchase or
merger.
e. Appropriate arrangements may be specified with respect to any federal,
state, local or other tax withholding which is required in connection with the
options.
f. The maximum number of shares for which options may be granted to any
person in any fiscal year is 675,000. The aggregate fair market value of shares
with respect to which ISOs may be granted to an employee which are exercisable
for the first time during any calendar year may not exceed $100,000. Any option
granted in excess of such amount is treated as an NQSO.
g. No fractional shares of Common Stock may be exercised or acquired
under the Plan.
7
<PAGE>
Adjustments in the Event of Capital Changes
In the event the number of shares of Common Stock are increased or decreased or
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Company through reorganization, merger or consolidation,
recapitalization, stock split, split-up, combination, exchange of shares,
declaration of any Common Stock dividends or similar events, the number and kind
of shares of stock and the option price per share subject to the unexercised
portion of any option, the number and kind of shares of stock subject to the
Plan and the maximum number of shares which may be granted to a person in any
fiscal year must be appropriately adjusted by the Board of Directors.
Duration and Amendment of the Plan
No ISO may be granted under the Plan after February 27, 2006. The Board of
Directors may amend the Plan from time to time, except that without shareholder
approval no amendment may increase the maximum number of shares with respect to
which options may be granted under the Plan (except in the case of the events
for which adjustment authority has been granted to the Board of Directors as
described above), materially increase the benefits accruing to optionees under
the Plan, change the eligibility requirements for optionees or make any change
for which applicable law requires shareholder approval.
Federal Income Tax Treatment
The following is a general summary of the federal income tax consequences under
the current tax law of NQSOs and ISOs. It does not purport to cover all the
special rules, or the state or local income or other tax consequences, inherent
in the ownership and exercise of stock options and the ownership and disposition
of the underlying shares. An optionee will not recognize taxable income for
federal income tax purposes upon the grant of an NQSO or ISO nor will the
Company then be entitled to a deduction.
Upon the exercise of an NQSO, the optionee will recognize ordinary income in an
amount equal to the excess, if any, of the fair market value of the shares
acquired on the date of exercise over the option price thereof, and the Company
will generally be entitled to a deduction for such amount at that time. If the
optionee later sells shares acquired pursuant to the exercise of an NQSO, he or
she will recognize long-term or short-term capital gain or loss, depending on
the period for which the shares were held. Long-term capital gain is generally
subject to more favorable tax treatment than ordinary income or short-term
capital gain.
In general, if an optionee holds the shares of Common Stock acquired upon the
exercise of an ISO for at least two years from the date of grant and one year
from the date of exercise, the optionee will recognize no income or gain as a
result of exercise. If the optionee subsequently disposes of the shares, the
optionee will recognize long-term capital gain or loss and the Company will not
be entitled to a deduction. However, if the optionee disposes of such shares
within either of the required holding periods, all or a portion of the gain will
be treated as ordinary income and the Company will generally be entitled to a
deduction in the same amount. Any additional gain realized by the optionee over
the fair market value at the time of exercise will be treated as long-term or
short-term capital gain, depending on the period for which the shares were held.
8
<PAGE>
In addition to the federal income tax consequences described above, an optionee
may be subject to the alternative minimum tax.
Awards under the Plan
During 1999, the Committee approved grants of stock options to executive
officers and others that are not subject to shareholder approval of the Plan, as
amended. See "Option Grants in Last Fiscal Year." The Committee has not approved
any grants that require shareholder approval of the Plan, as amended.
The Company cannot currently determine the number of stock options or the type
of stock options that may be granted to eligible participants under the Plan, as
amended, in the future. Such determinations will be made from time to time by
the Committee.
On February 10, 2000, the closing price per share of the Company's Common Stock
on the Nasdaq National Market was $36.1875.
Vote Required
The affirmative vote of a majority of the shares represented in person or by
proxy at the Annual Meeting is required for approval of the amendment to the
Plan. Unless otherwise specified, the proxies solicited hereby will be voted in
favor of the above proposal.
The Board of Directors recommends that shareholders vote FOR the amendment to
---
the Plan.
Matter 3. Approval of Fiserv, Inc. Employee Stock Purchase Plan
On October 15, 1999, the Board of Directors adopted the Fiserv, Inc. Employee
Stock Purchase Plan ("ESPP"), subject to approval by the shareholders of the
Company. The ESPP allows virtually all employees to make quarterly purchases of
the Company's Common Stock at 85% of fair market value through regular payroll
deductions.
Description of Material Features of the Employee Stock Purchase Plan
The following summary of certain material features of the ESPP does not purport
to be complete and is qualified in its entirety by reference to the text of the
ESPP, a copy of which is set forth as Exhibit B to this Proxy Statement.
Purpose of the Employee Stock Purchase Plan
The purpose of the ESPP is to allow employees to continue to have the
opportunity to purchase shares of the Company's Common Stock on favorable terms
and thereby acquire and enlarge their stake in the Company's growth and
earnings.
Shares Subject to the Plan and Eligibility
Under the ESPP, a total of 500,000 shares of the Company's Common Stock (subject
to appropriate adjustments to reflect stock splits and other changes in
capitalization of the Company) are available
9
<PAGE>
for sale, plus an annual increase in shares to be added on the first day of the
Company's fiscal year beginning in 2001 equal to the lesser of: (i) 400,000
shares, (ii) 1% of the shares of Common Stock outstanding on such date, or (iii)
a lesser amount determined by the Board of Directors.
Employees of Fiserv and its designated subsidiaries are eligible to participate
in the ESPP through payroll deductions of up to 10% of gross compensation. The
amounts withheld from payroll may be used by the Company for any corporate
purpose, are not segregated and do not earn interest. On the last business day
of each calendar quarter, each participant may use the amounts withheld from his
or her compensation to purchase shares of the Company's Common Stock at 85% of
its then current market value. No employee may purchase more than $25,000 in
market value of Common Stock (determined on the respective purchase dates)
during any calendar year. Furthermore, no employee may purchase Common Stock
under the ESPP if, after the purchase, he or she would own 5% or more of the
total outstanding shares of the Company's Common Stock.
Administration, Duration and Amendment of the ESPP
The ESPP is administered by the Compensation Committee of the Board of
Directors, which has the exclusive right to construe the ESPP and to correct
errors, rectify omissions and reconcile inconsistencies to the extent necessary
to effectuate the ESPP. The Board of Directors may amend the ESPP, provided that
any amendment which increases the number of shares issuable under the ESPP or
changes the eligibility requirements for the plan requires shareholder approval.
The ESPP will remain in effect until termination by the Board of Directors,
purchase of all Common Stock issuable thereunder, or the expiration of 10 years
after the date of its adoption.
Federal Income Tax Treatment
The ESPP is intended to qualify as an "employee stock purchase plan" within the
meaning of Section 423 of the Internal Revenue Code (the "Code"). Participant
contributions to the ESPP in the form of payroll deductions are after-tax
contributions and are subject to normal income and payroll tax withholding
requirements. However, there are no tax consequences associated with the
acquisition and ownership of shares of Common Stock under the ESPP until the
participant sells the shares, disposes of them by gift, or dies. The tax
treatment upon disposition of the shares depends on whether the shares are
disposed of within the two year holding period provided under Section 423 of the
Code. The required holding period is also satisfied if the participant dies
while holding shares acquired under the ESPP.
A participant who does not satisfy the two-year holding period must pay ordinary
income tax, at the time of disposition of the shares, on the 15% discount on the
purchase price, even if the market price of the stock at the time the stock is
disposed of is lower than the purchase price. The difference between the amount
received at disposition and the fair market value of the shares on the date of
purchase will be capital gain or loss.
If the participant holds the shares of Common Stock for at least two years, or
dies while owning the shares, at the time of disposition of the shares, ordinary
income tax must be paid on an amount equal to the lesser of: (i) the 15%
discount on the purchase price; or (ii) the amount, if any, by which the market
price at the time of disposition exceeds the purchase price. The basis of the
shares of Common Stock purchased will be the purchase price plus any ordinary
income recognized. Any amount received at disposition in excess of the adjusted
basis of the stock will be capital gain. If the
10
<PAGE>
shares are sold for less than the purchase price, the difference between the
sale price and the purchase price will be capital loss.
If the disposition does not satisfy the required two year holding period, the
disposition is called a "Disqualifying Disposition." If a Disqualifying
Disposition occurs, the Company will be entitled to a tax deduction equal to the
amount that the participant includes as ordinary income in the year in which the
Disqualifying Disposition occurs. The Company does not receive a deduction at
the time of disposition if the participant meets the holding period
requirements.
On February 10, 2000, the closing price per share of the Company's Common Stock
on the Nasdaq National Market was $36.1875.
The affirmative vote of a majority of the shares represented, in person or by
proxy, at the Annual Meeting is required for approval of the Fiserv, Inc.
Employee Stock Purchase Plan.
The Board of Directors recommends a vote FOR the approval of the Fiserv, Inc.
---
Employee Stock Purchase Plan.
Matter 4. Appointment of Auditors
The Company's independent auditors for the fiscal year ended December 31, 1999,
were Deloitte & Touche LLP, Milwaukee, Wisconsin. The Board of Directors of the
Company has recommended that Deloitte & Touche LLP be reappointed to perform the
audit of the Company's financial statements for the fiscal year ending December
31, 2000. A representative of Deloitte & Touche LLP is expected to be present at
the meeting with an opportunity to make a statement if so desired and to answer
appropriate questions with respect to that firm's audit of the Company's
financial statements and records for the fiscal year ended December 31, 1999.
The affirmative vote of a majority of the shares represented, in person or by
proxy, at the Annual Meeting is required for approval of the appointment of
Deloitte & Touche LLP as the Company's independent auditors. Although
shareholders are not legally required to approve the appointment of the
Company's auditors, the Company nonetheless has traditionally permitted
shareholders to approve the appointment. In the event this proposal is not
approved, the Board of Directors will re-evaluate its recommendation. Unless
otherwise specified, the shares of Common Stock represented by the proxies
solicited hereby will be voted in favor of the above proposal.
The Board of Directors recommends that shareholders vote FOR the proposal to
---
reappoint Deloitte & Touche LLP as the Company's independent auditors.
Meetings of the Board of Directors and Committees of the Board of Directors
The Board of Directors held four regular meetings during fiscal 1999. During
fiscal 1999, each director attended at least 75% of the meetings of the Board of
Directors and committees of the Board of Directors ("Committees") held during
his or her tenure as a Director or Committee member. The Board of Directors has
standing Compensation and Audit Committees.
11
<PAGE>
The Compensation Committee evaluates the performance of the Company's executive
officers, approves executive officer compensation and reviews management's
recommendations as to the compensation of other key personnel, acts as the
nominating committee for officers and directors and makes recommendations to the
Board of Directors regarding the types, methods and levels of director
compensation, administers the compensation plans for the officers, directors and
key employees, and discharges certain other responsibilities of the Board of
Directors when so instructed by the Board. The Compensation Committee selects
the director nominees to stand for election at the Company's annual meetings of
shareholders and to fill vacancies occurring on the Board. The Compensation
Committee will consider nominees recommended by shareholders, but has no
established procedures which shareholders must follow to make a recommendation.
The Company's By-laws also provide for shareholder nominations of candidates for
election as directors. These provisions require such nominations to be made
pursuant to timely notice (as specified in the By-laws) in writing to the
Chairman of the Board and/or President of the Company. The members of the
Compensation Committee are Messrs. Levy (Chairman), Kearney and Seidman, and Ms.
Shackelford. The Compensation Committee held one meeting during the year ended
December 31, 1999.
The Audit Committee reviews the scope and timing of the audit of the Company's
financial statements by the Company's independent public accountants and reviews
with these accountants the Company's management policies and procedures with
respect to auditing and accounting controls. The Audit Committee also reviews
with the independent accountants the financial statements, auditor's reports and
management letter of the independent accountants. The Audit Committee reviews
and evaluates Conflict of Interest statements and discharges certain other
responsibilities of the Board of Directors when so instructed by the Board of
Directors. The members of the Audit Committee are Messrs. Levy (Chairman),
Kearney and Seidman, and Ms. Shackelford. The Audit Committee held four meetings
during the fiscal year ended December 31, 1999.
Compensation of Directors
Directors who are officers or employees of the Company receive no compensation
for service as members of the Board of Directors of the Company or for service
on committees of the Board of Directors. A director who is not an officer or
employee of the Company receives an annual fee of $16,000 for service on the
Board of Directors of the Company, plus $1,200 for attendance at Board of
Director meetings and $400 for attendance at telephonic Board of Director
meetings. Each outside director is granted options to acquire, at fair market
value, 12,000 shares of Common Stock of the Company upon election to each new
three-year term and options on 400 shares of Common Stock for attendance at
regular Board of Director meetings. The options granted may be exercised 20% per
year and expire 10 years from the date of the award.
12
<PAGE>
Compensation of Executive Officers
The following table sets forth in summary form all compensation, as defined in
regulations of the Commission, paid by the Company and its subsidiaries during
each of the three years ended December 31, 1999, to the Company's Chairman and
the next four highest paid executive officers whose total annual salary and
bonus for the fiscal year ended December 31, 1999, exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
-----------------------
Compensation/(2)/ Number of Shares All Other
---------------------
Name and Principal Position Year Salary Bonus/(1)/ Subject to Options/(3)/ Compensation/(4)/
- ----------------------------------- ---- -------- ----------- ----------------------- -----------------
<S> <C> <C> <C> <C> <C>
George D. Dalton 1999 $650,000 $325,000 138,966 $14,400
Chairman of the Board 1998 650,000 300,000 227,812 12,800
1997 600,000 170,000 132,130 12,400
Leslie M. Muma 1999 650,000 290,000 120,741 14,400
Vice Chairman of the Board, 1998 580,000 268,000 197,437 12,800
President and Chief Executive 1997 535,000 150,000 114,666 12,400
Officer
Donald F. Dillon 1999 500,000 - (1) 106,693 14,400
Vice Chairman of the Board, 1998 315,000 210,000 174,655 12,800
Chairman of Information 1997 300,000 270,000 101,376 12,400
Technology, Inc.
Kenneth R. Jensen 1999 480,000 225,000 92,644 14,400
Director, Senior Executive Vice 1998 450,000 208,000 151,875 12,800
President, CFO and Treasurer 1997 415,000 80,000 88,087 12,400
Frank R. Martire 1999 344,000 200,000 58,050 14,400
Corporate Executive 1998 324,000 154,000 79,650 12,800
Vice President, President and 1997 308,000 77,000 18,675 12,400
COO, Financial Institution
Systems/Services Group
</TABLE>
(1) Bonus payments are typically paid in February/March for the previous years
performance and represent amounts paid for discretionary incentive awards.
Mr. Dillon's bonus has historically been paid in December, however, his
1999 incentive award will be paid in February/March 2000, similar to other
executives.
(2) Perquisites provided to the named executive officers by the Company did not
exceed the lesser of $50,000 or 10% of each named executive officer's total
annual salary and bonus during the fiscal years indicated, and accordingly,
are not included.
(3) Adjusted to recognize 3-for-2 stock splits effective in April of 1999 and
May of 1998.
(4) Amounts shown in this column represent the Company's matching on behalf of
the named executive officers under the Company's 401(k) Plan for the fiscal
years ended December 31, 1997 and 1998. The amount shown for fiscal 1999 is
estimated.
13
<PAGE>
The following table sets forth certain information concerning individual grants
of stock options to those individuals listed in the Summary Compensation Table
during the fiscal year ended December 31, 1999.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
- -------------------------------------------------------------------------------------------------------
% of Total Potential Realizable
Options Value at Assumed Rates
Granted to Exercise of Stock Price
Options Employees in Price Expiration Appreciation
Name Granted/(1)/ Fiscal Year/(2)/ ($/Sh) Date for Option Term/(3)/
- ----------------------- ------------ ---------------- --------- ---------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
5% 10%
---------- ----------
George D. Dalton 138,966 9.1 30.21 2/17/09 $2,640,053 $6,690,414
Leslie M. Muma 120,741 7.9 30.21 2/17/09 2,293,818 5,812,985
Donald F. Dillon 106,693 6.9 30.21 2/17/09 2,026,936 5,136,655
Kenneth R. Jensen 92,644 6.0 30.21 2/17/09 1,760,036 4,460,276
Frank R. Martire 58,050 3.8 30.21 2/17/09 1,102,824 2,794,774
</TABLE>
(1) The Company's Stock Option Plan provides for grants of Common Stock to
employees and directors. In general, the options are granted with an option
price not less than the fair market value of the underlying shares on the
date of grant, with 20% of the options becoming exercisable annually and
expiring 10 years from the date of the grant.
(2) Options to purchase 1,535,269 shares of Common Stock were granted to
employees under the Company's stock option plan during the fiscal year
ended December 31, 1999.
(3) Amount shown represents the potential realizable value, net of the option
exercise price, assuming that the underlying market price of the Common
Stock appreciates in value from the date of grant to the end of the option
term at annualized rates of 5% and 10%. These amounts represent certain
assumed rates of appreciation only. Actual gains, if any, on stock option
exercises are dependent upon the future performance of the Common Stock and
overall market conditions. There can be no assurance that the amounts
reflected in this table will be achieved.
The following table sets forth certain information concerning the exercise of
stock options granted under the Company's stock option plans by each of the
executive officers named in the Summary Compensation Table during the fiscal
year ended December 31, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Number of Options Options at
Shares at Fiscal Year End Fiscal Year End/(1)/
Acquired Value ------------------------------- --------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ----------- ---------- ----------- ------------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
George D. Dalton 0 0 881,175 328,507 $23,154,267 $4,724,672
Leslie M. Muma 0 0 885,311 285,072 24,183,105 4,099,575
Donald F. Dillon 0 0 201,990 243,191 3,766,969 3,405,642
Kenneth R. Jensen 0 0 680,090 219,006 18,576,796 3,149,803
Frank R. Martire 74,915 $2,363,256 255,175 103,860 6,787,123 1,280,503
</TABLE>
(1) The value of Unexercised In-the-Money Options is based upon the
difference between the fair market value of the stock options and the
exercise price of the options at December 31, 1999.
14
<PAGE>
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors is responsible for
establishing compensation for the Company's Chairman, Vice Chairman and Chief
Executive Officer, Vice Chairman and Chairman of Information Technology, Inc.
and its Senior Executive Vice President and Chief Financial Officer (the
"Executives"). In so doing, the Committee has developed and implemented
compensation policies and programs which seek to enhance the long-term
profitability of the Company, thereby contributing to the value of shareholders'
investment.
In addition to annual cash compensation, the Committee establishes criteria
pursuant to which the Executives may also qualify for the award of options to
acquire the Company's Common Stock at a price equal to market value on the date
of grant. Awards are based 75% on growth in earnings per share ("EPS") and 25%
on revenue growth. If the revenue growth percentage exceeds that for EPS, the
EPS growth percentage will replace the revenue growth percentage in determining
awards. The minimum growth required to earn awards is 10% and the maximum annual
award to any executive is 675,000 shares.
Mr. Muma's 1999 Compensation. Compensation for the Chief Executive Officer
- -----------------------------
aligns with the philosophy and practices discussed above for the other senior
executive officers. At the beginning of each year, the Compensation Committee
sets a target bonus amount for the Chief Executive Officer. For 1999, Mr. Muma's
performance goals were established based on strategic and financial
measurements, including a target level of earnings per share and implementation
of the Company's acquisition and internal growth strategies. Of these factors,
the Company's target level of earnings per share carried a significantly greater
weight than the aggregate weight assigned to the remaining factors. Mr. Muma's
incentive compensation for 1999 reflects favorable achievement of the
established performance objectives, particularly earnings per share and revenue
growth, the key determinants of Mr. Muma's incentive compensation.
The Compensation Committee awarded Mr. Muma stock options in accordance with the
criteria described above for other senior executives.
Based upon the Company's performance over the past five years when compared to
companies comprising the S&P 500 and its NASDAQ Computer and Data Processing
Services Industry Group, it appears that the level of compensation for the
Executives is commensurate with that which is being paid to senior executives by
other companies in similar businesses.
Committee Members: Gerald J. Levy, Chairman
Daniel P. Kearney
L. William Seidman
Thekla R. Shackelford
15
<PAGE>
Stock Price Performance Graph
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
FISERV, INC., S&P 500 INDEX AND
NASDAQ COMPUTER AND DATA PROCESSING SERVICES INDEX
(Assumes initial investment of $100 and reinvestment of dividends.)
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Fiserv, Inc. 100.0 139.5 170.9 228.5 358.9 400.9
S & P 500 100.0 137.6 169.5 226.1 291.8 353.7
Nasdaq Computer and Data Processing Services 100.0 152.3 188.0 230.9 412.2 871.3
</TABLE>
Assumes $100 invested on December 31, 1994, in each of Company Common Stock, S&P
500 Index and NASDAQ Computer and Data Processing Services Index and
reinvestment of all dividends paid during the five-year period ending
December 31, 1999.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers and directors
and persons owning in excess of 10% of the shares of the Common Stock
outstanding to file reports of ownership and changes in ownership with the
Commission. Officers, directors and 10% shareholders are also required to
furnish the Company with copies of all Section 16(a) forms they file.
16
<PAGE>
Based upon a review of the information furnished to the Company, the Company
believes that during the fiscal year ended December 31, 1999, its officers and
directors complied with all applicable Section 16(a) filing requirements.
Shareholder Proposals for the 2001 Annual Meeting
Any proposal which a shareholder wishes to have included in the proxy materials
of the Company relating to the next annual meeting of shareholders, which is
scheduled to be held in March 2001, pursuant to Rule 14a-8 under the Securities
and Exchange Act of 1934 ("Rule 14a-8") must be received at the corporate
offices of the Company, 255 Fiserv Drive, Brookfield, Wisconsin 53045,
Attention: Charles W. Sprague, Executive Vice President, General Counsel, Chief
Administrative Officer and Secretary, no later than October 31, 2000. In
addition, a shareholder who otherwise intends to present business at the 2001
annual meeting must comply with the requirements set forth in the Company's By-
laws. Among other things, to bring business before an annual meeting, a
shareholder must give written notice thereof, complying with the By-laws, to the
Company at the address listed above not later than 30 days in advance of the
scheduled date of the annual meeting (subject to certain exceptions if the date
of the annual meeting is advanced). Under the By-laws, if the Company does not
receive notice of a shareholder proposal submitted otherwise than pursuant to
Rule 14a-8 (i.e., proposals shareholders intend to present at the 2001 annual
meeting but do not intend to include in the Company's proxy statement for such
meeting) prior to February 26, 2001, then the notice will be considered untimely
and the Company will not be required to present such proposal at the 2001 annual
meeting. If the Board of Directors chooses to present such proposal at the 2001
annual meeting, then the persons named in the proxies solicited by the Board of
Directors for the 2001 annual meeting may exercise discretionary voting power
with respect to such proposal. It is urged that any such proposals be sent
certified mail, return receipt requested.
Annual Report
The Annual Report of the Company for the fiscal year ended December 31, 1999,
will be mailed to each shareholder on or about February 28, 2000. The Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, filed by
the Company with the SEC, will be furnished without charge to any person
requesting a copy thereof in writing and stating such person is a beneficial
holder of shares of Common Stock of the Company on the record date for the
Annual Meeting.
Requests and inquiries should be addressed to Charles W. Sprague.
By Order of the Board of Directors
/s/ Charles W. Sprague
-------------------------------------
Charles W. Sprague, Secretary
Brookfield, Wisconsin
February 28, 2000
17
<PAGE>
Exhibit A
FISERV, INC.
STOCK OPTION PLAN
-----------------
(as amended and restated through February 16, 2000)
1. Purpose
-------
The purpose of the Fiserv, Inc. Stock Option Plan (the "Plan") is to promote the
interest of Fiserv, Inc. (the "Company") and its Subsidiaries (the Company and
each such Subsidiary being herein each referred to as a "Fiserv Group Company")
by (a) providing an incentive to employees, and to directors who are not
employees, of the Fiserv Group Companies which will attract, retain and motivate
persons who are able to make important contributions to the Company's growth,
profitability and long-term success, and (b) furthering the identity of
interests of the Optionees with those of the Company's shareholders through
stock ownership opportunities. Options to be issued under the Plan may be
"incentive stock options" as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), or "non-qualified stock options" ("NQSOs"),
which do not qualify as "incentive stock options" ("ISOs"), but the Company
makes no representation or warranty as to the qualification of any Option as an
incentive stock option under the Code.
2. Definitions
-----------
For purposes of this Plan, the following terms used herein shall have the
following meanings, unless a different meaning is clearly required by the
context.
2.1 "Board of Directors" shall mean the Board of Directors of the Company.
2.2 "Committee" shall mean the committee of the Board of Directors
referred to in Section 5 hereof.
2.3 "Common Stock" shall mean the Common Stock, $.01 par value, of the
Company.
2.4 "Non-Employee Director" shall mean a non-employee director, as defined
in Rule 16b-3 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
currently defines a non-employee director as a director who (i) is not currently
an officer or otherwise employed by the Company, or a parent or subsidiary of
the Company, (ii) does not receive compensation for consulting services or in
any other capacity from the Company or its subsidiaries in excess of $60,000 in
any one year, and (iii) does not possess an interest in and is not engaged in
business relationships required to be reported under Items 404(a) or 404(b) of
Regulation S-K promulgated under the Exchange Act.
2.5 "Option" shall mean any option granted to a person pursuant to this
Plan.
2.6 "Optionee" shall mean a person to whom an Option is granted under this
Plan.
2.7 "Parent" shall mean a "parent corporation" as defined in Section
424(e) of the Code.
A-1
<PAGE>
2.8 "Subsidiary" shall mean a "subsidiary corporation" as defined in
Section 424(f) of the Code.
3. Eligible Optionees
------------------
3.1 Options may be granted hereunder to any employee of any Fiserv Group
Company and to any Non-Employee Director. The Committee shall have the sole
authority to select employees and Non-Employee Directors to whom Options are to
be granted hereunder.
4. Common Stock Subject to the Plan; Special Limitations
-----------------------------------------------------
4.1 The total number of shares of Common Stock for which Options may be
granted under this Plan shall not exceed in the aggregate 8,667,755 shares of
Common Stock. The total number of shares of Common Stock for which Options may
be granted under this Plan in any one fiscal year of the Company to any one
person shall not exceed in the aggregate 675,000 shares of Common Stock.
4.2 The shares of Common Stock that may be subject to Options granted
under this Plan may be either authorized and unissued shares or shares
reacquired at any time and now or hereafter held as treasury stock as the Board
of Directors may determine. In the event that any outstanding Option expires or
is cancelled or terminated for any reason, the shares allocable to the
unexercised portion of such Option may again be subject to an Option granted
under this Plan.
5. Administration of the Plan
--------------------------
5.1 The Plan shall be administered by a committee of the Board of
Directors (the "Committee") and shall consist of not less than two directors.
All members of the Committee shall be both Non-Employee Directors and "outside
directors" within the meaning of Section 162(m) of the Code. The Committee
shall be appointed from time to time by, and shall serve at the pleasure of, the
Board of Directors. A majority of the members of the Committee shall constitute
a quorum, and the acts of a majority of the members present at any meeting at
which a quorum is present and the acts approved in writing by all members
without a meeting shall be the acts of the Committee.
5.2 The Committee (the Board of Directors with respect to grants to Non-
Employee Directors) shall have the sole authority and discretion to grant
Options under this Plan and to determine the terms and conditions of any such
Option, including, without limitation, the sole authority and discretion (i) to
select the persons who are to be granted Options hereunder, (ii) to determine
the times when Options shall be granted, (iii) to determine whether an Option
granted to an employee will be an ISO or a NQSO, (iv) to establish the number of
shares of Common Stock that may be issued under each Option and to establish the
option price therefor, (v) to determine the term of each Option, (vi) to
determine the time and the conditions subject to which Options may be exercised
in whole or in part, (vii) to determine the form of consideration that may be
used to purchase shares of Common Stock upon exercise of any Option (including
the circumstances under which the Company's issued and outstanding shares of
Common Stock may be used by an Optionee to exercise an Option), (viii) to
determine whether to restrict the sale or other disposition of the shares of
Common Stock acquired upon the exercise of an option (including the
circumstances under which shares of Common Stock acquired upon exercise of any
Option may be subject to repurchase by the Company) and, if so, whether to waive
any such restriction, (ix) to accelerate the time when outstanding Options may
be exercised, (x) to determine the amount, if any, necessary to satisfy any
Fiserv Group Company's obligation to withhold taxes or other amounts, (xi) to
determine the fair
A-2
<PAGE>
market value of a share of Common Stock, (xii) with the consent of the Optionee,
to cancel or modify an Option, provided, however, that such Option as modified
would have been permitted to have been granted under the Plan on the date of
grant of the original Option and provided, further, however, that in the case of
a modification (within the meaning of Section 424(h) of the Code) of an ISO,
such Option as modified would be permitted to be granted on the date of such
modification under the terms of the Plan, and (xiii) to establish any other
terms and conditions applicable to any Option and to make all other
determinations relating to the Plan and Options not inconsistent with the
provisions of this Plan.
5.3 The Committee shall be authorized to interpret the Plan and may, from
time to time, adopt such rules and regulations, not inconsistent with the
provisions of the Plan, as it may deem advisable to carry out the purpose of
this Plan.
5.4 The interpretation and construction by the Committee of any provision
of the Plan, any Option granted hereunder or any option agreement evidencing any
such Option shall be final and conclusive upon all parties. Any controversy or
claim arising out of or relating to the Plan or any Option shall be determined
unilaterally by the Committee, whose determination shall be final and conclusive
upon all parties.
5.5 Members of the Committee may vote on any matter affecting the
administration of the Plan or any agreement or the granting of Options under the
Plan.
5.6 All expenses and liabilities incurred by the Board of Directors (or
the Committee) in the administration of the Plan shall be borne by the Company.
The Board of Directors (or the Committee) may employ attorneys, consultants,
accountants or other persons in connection with the administration of the Plan.
The Company and its officers and directors shall be entitled to rely upon the
advice, opinions or valuations of any such persons. No member or former member
of the Board of Directors (or the Committee) shall be liable for any action,
determination or interpretation taken or made in good faith with respect to the
Plan or any Option or agreement hereunder.
6. Terms and Conditions of Options
-------------------------------
Subject to the Plan, the terms and conditions of each Option granted under the
Plan shall be specified by the Committee (the Board of Directors with respect to
grants to Non-Employee Directors) and shall be set forth in an option agreement
between the Company and the Optionee in such form as the Committee shall
approve. The terms and conditions of any Option granted hereunder need not be
identical to those of any other Option granted hereunder.
The terms and conditions of each Option shall include the following:
a. The option price shall be fixed by the Committee, provided, however,
that in the case of an ISO, the option price may not be less than the fair
market value of the shares of Common Stock subject to the Option on the date the
Option is granted, and provided, further, however, that if at the time an ISO is
granted, the Optionee owns (or is deemed to own under Section 424(d) of the
Code) stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company, any of its Subsidiaries or a Parent, the option
price of such ISO shall not be less than 110% of the fair market value of the
Common Stock subject to such ISO on the date of grant.
A-3
<PAGE>
b. Options shall not be transferable otherwise than by will or the laws of
descent and distributions, and during an Optionee's lifetime, an option shall be
exercisable only by the Optionee or the Optionee's legal guardian.
c. The Committee shall fix the term of all Options granted pursuant to the
Plan (including the date on which such Option shall expire and the conditions
under which it terminates earlier), provided, however, that the term of an ISO
may not exceed ten years from the date such Option is granted, and provided,
further, however, that if at the time an ISO is granted, the Optionee owns (or
is deemed to own under Section 424(d) of the Code) stock possessing more than
10% of the total combined voting power of all classes of stock of the Company,
any of its Subsidiaries or a Parent, the term of such ISO may not exceed five
years from the date of grant. Each Option shall be exercisable in such amount
or amounts, under such conditions, and at such times or intervals or in such
installments as shall be determined by the Committee. The Committee may, in its
sole discretion, establish a vesting provision for any Option relating to the
time or the circumstances when the Option may be exercised by the Optionee.
In the event, the Company shall have been purchased by or merged into another
company, such that there shall be a change of control of the Company, all
outstanding stock options issued under the Plan will become fully vested at the
date of such purchase or merger.
d. In the event that any Fiserv Group Company is required to withhold any
Federal, state or local taxes or other amounts in respect of any income realized
by the Optionee in respect of an Option granted hereunder, in respect of any
shares acquired pursuant to the exercise of an Option or in respect of the
disposition of an Option or any shares acquired pursuant to the exercise of an
Option, the Company may deduct (or require the Fiserv Group Company to deduct)
from any payments of any kind otherwise due to such Optionee cash or with the
consent of the Committee (in the stock option contract or otherwise) shares of
the Company's Common Stock the aggregate amount of such Federal, state or local
taxes and other amounts required to be so withheld. Alternatively, the Company
may require such Optionee to pay to the Company in cash, promptly on demand, or
make other arrangements satisfactory to the Company regarding payment to the
Company of, the aggregate amount of any such taxes and other amounts.
e. The aggregate fair market value (determined at the time the Option is
granted) of the shares of Common Stock for which an eligible employee may be
granted ISOs under the Plan or any other plan of the Company, any of its
Subsidiaries or a Parent which are exercisable for the first time by such
employee during any calendar year shall not exceed $100,000. Such limitation
shall be applied by taking ISOs into account in the order in which they were
granted. Any Option (or portion thereof) granted in excess of such amount shall
be treated as an NQSO.
f. In no case may a fraction of a share be exercised or acquired pursuant
to the Plan.
7. Adjustments
-----------
In the event that, after the adoption of the Plan by the Board of Directors, the
outstanding shares of the Company's Common Stock shall be increased or decreased
or changed into or exchanged for a different number or kind of shares of stock
or other securities of the Company through reorganization, merger or
consolidation, recapitalization, spin-off, stock split, split-up, combination,
exchange of shares, declaration of any dividends payable in Common Stock or the
like, the number and kind of shares of stock and the price per share subject to
the unexercised portion of any
A-4
<PAGE>
outstanding Option, the number and kind of shares of Stock subject to the Plan
and the maximum number of shares which may be granted to a person in any fiscal
year shall be appropriately adjusted by the Board of Directors, and such
adjustment shall be effective and binding for all purposes of this Plan. Such
adjustment may provide for the elimination of fractional shares which might
otherwise be subject to Options without payment therefor.
8. Effect of the Plan on Employment Relationship
---------------------------------------------
Neither this Plan nor any Option granted hereunder shall be construed as
conferring upon any Optionee any right to continue in the employ of any Fiserv
Group Company or limit in any respect any right of any Fiserv Group Company to
terminate such Optionee's employment at any time without liability, or to
continue as a Non-Employee Director.
9. Amendment of the Plan
---------------------
The Board of Directors may amend the Plan from time to time as it deems
desirable, provided, however, that, without the approval of the holders of a
majority of the shares of Common Stock of the Company present, or represented,
and entitled to vote at any meeting duly held in accordance with the applicable
laws of the State of Wisconsin, the Board of Directors may not (a) increase the
maximum number of shares of Common Stock for which Options may be granted under
this Plan (other than increases due to adjustment in accordance with Section 7
hereof), (b) materially increase the benefits accruing to participants under the
Plan, (c) change the eligibility requirements to receive Options hereunder or
(d) make any change for which applicable law requires shareholder approval.
10. Termination of the Plan
-----------------------
The Board of Directors may terminate the Plan at any time. No Option may be
granted hereunder after termination of the Plan. No ISO may be granted under
the Plan more than ten years after the date on which the Plan was adopted. The
termination or amendment of the Plan shall not alter or impair any rights or
obligations under any Option theretofore granted under the Plan, without the
consent of the Optionee.
11. Effective Date of the Plan
--------------------------
This Plan (as amended and restated) will become effective on the date on which
it is approved by the Board of Directors. This Plan (as amended and restated)
is subject to approval by the holders of the majority of the shares of Common
Stock of the Company present, or represented, and entitled to vote at the next
meeting duly held in accordance with the applicable laws of the State of
Wisconsin. No Option granted hereunder may be exercised prior to such approval,
provided, however, that the date of grant of any Option shall be determined as
if the Plan had not been subject to such approval. Notwithstanding the
foregoing, if the Plan (as amended and restated) is not approved by a vote of
shareholders within 12 months after it is adopted by the Board of Directors, the
amendment shall be null and void, the Plan as in effect prior to such amendment
and restatement shall continue in full force and effect and any Options granted
pursuant to such amendment and restatement shall terminate.
A-5
<PAGE>
12. Governing Law
-------------
This Plan, the Options and all related matters shall be governed by, and
construed in accordance with, the laws of the State of Wisconsin, without regard
to choice of law provisions. Neither the Plan nor any agreement pursuant to the
Plan shall be construed or interpreted with any presumption against any Fiserv
Group Company by reason of the Fiserv Group Company having drafted or adopted
the Plan or agreement. The invalidity, illegality or unenforceability of any
provision in the Plan or in any agreement pursuant to the Plan shall not affect
the validity, legality or enforceability of any other provision, all of which
shall be valid, legal and enforceable to the fullest extent permitted by
applicable law.
A-6
<PAGE>
Exhibit B
FISERV, INC.
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
1. Purpose
-------
The purpose of the Plan is to provide employees of Fiserv and its Designated
Subsidiaries with an opportunity to purchase Common Stock of Fiserv through
accumulated payroll deductions. It is the intention of Fiserv to have the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code of 1986, as amended. The provisions of the Plan, accordingly,
shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
The Plan was approved by the Board and will be effective on January 1, 2000.
The Plan will not be presented for approval by the Fiserv shareholders until the
Annual Shareholder Meeting to be held in March 2000. If the Fiserv shareholders
do not approve the Plan, any amounts deducted from participant payroll checks
will be refunded to the Plan participants and the Plan will terminate.
2. Definitions
-----------
a. "Board" shall mean (i) the Board of Directors of Fiserv or (ii) if and
-----
to the extent that the Board has appointed a committee, whose members need not
be members of the Board of Directors, to exercise some or all of the functions
of the Board hereunder, such committee.
b. "Code" shall mean the Internal Revenue Code of 1986, as amended from
----
time to time. Reference to a section of the Code shall include that section and
any comparable section or sections of any future legislation that amends,
supplements or supersedes that section.
c. "Common Stock" shall mean the Common Stock of Fiserv.
------------
d. "Company" shall mean Fiserv and any Designated Subsidiary of Fiserv.
-------
Except where the context clearly requires otherwise, any reference to "Company"
in this Plan shall, with respect to a particular Employee, mean the entity by
which he or she is employed.
e. "Compensation" shall mean the total wages, bonuses, commissions and
------------
overtime pay compensation paid with respect to an Offering Period by the Company
to an Employee for services performed during such Offering Period, including
deferrals described in Sections 415(c)(3)(D) and 132(f)(4) of the Code, but
excluding (i) extra compensation based upon special arrangements; (ii) deferred
compensation; (iii) reimbursed expenses (including, but not limited to, moving
expenses); (iv) expense allowances (including, but not limited to, travel and
entertainment expense allowance); (v) stock options and any gain or income
attributable thereto; (vi) imputed income with respect to any group life
insurance program maintained by the Company on behalf of an Employee; (vii)
referral payments, and (viii) other extra compensation (including, but not
limited to, cash and non-cash fringe benefits).
B-1
<PAGE>
f. "Designated Subsidiary" shall mean any Subsidiary that has been
---------------------
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.
g. "Employee" shall mean a person employed by the Company on or after
--------
January 1, 2000, whose customary employment with the Company is more than five
(5) months in any calendar year. Notwithstanding the preceding, any leased
employee, as defined in Code Section 414(n)(2), and any individual performing
services for the Employer as an independent contractor or other contract service
provider under the terms of a contract, agreement or other special arrangement
between the Company and the individual, or other third party, that the parties
do not contemplate being an employment relationship, shall not be considered as
an Employee for any purpose under the Plan.
h. "Enrollment Date" shall mean the first day of each Offering Period.
---------------
i. "Fair Market Value" shall mean, as of any date, the closing sales price
-----------------
for a share of Common Stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system for the last market trading day on the date of
such determination, as reported in The Wall Street Journal or such other source
as the Board deems reliable.
j. "Fiserv" shall mean Fiserv, Inc., a Wisconsin corporation.
------
k. "Grant/Exercise Date" shall mean the last Trading Day of each Offering
-------------------
Period.
l. "Offering Period" shall mean each of the calendar quarters of each
---------------
year. The duration of Offering Periods may be changed pursuant to Section 4 of
this Plan.
m. "Plan" shall mean this Employee Stock Purchase Plan.
----
n. "Purchase Price" shall mean an amount equal to 85% of the Fair Market
--------------
Value of a share of Common Stock on the Grant/Exercise Date, provided, however,
that the Purchase Price may be adjusted by the Board pursuant to Section 20.
o. "Reserves" shall mean the number of shares of Common Stock covered by
--------
each option under the Plan which have not yet been exercised and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but not yet placed under option.
p. "Subsidiary" shall mean a domestic or foreign corporation, of which not
----------
less than 50% of the voting shares are held by Fiserv or a Subsidiary, whether
or not that entity now exists or is hereafter organized or acquired by Fiserv or
a Subsidiary.
q. "Trading Day" shall mean a day on which national stock exchanges and
-----------
the NASDAQ system are open for trading.
3. Eligibility
-----------
a. Any Employee who is employed by the Company on a given Enrollment Date,
including an Employee who is on an authorized leave of absence on such date,
shall be eligible to participate in the Plan.
B-2
<PAGE>
b. Any provisions of the Plan to the contrary notwithstanding, no Employee
shall be granted an option under the Plan (i) to the extent that, immediately
after the grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the Code) would own
capital stock of Fiserv or of any Subsidiary and/or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of Fiserv or of any
Subsidiary, or (ii) to the extent that his or her rights to purchase stock under
all employee stock purchase plans of Fiserv and its subsidiaries accrues at a
rate which exceeds twenty-five thousand dollars ($25,000) worth of stock
(determined at the fair market value of the shares at the time such option is
granted) for each calendar year in which such option is outstanding at any time.
4. Offering Periods
----------------
The Plan shall be implemented by consecutive Offering Periods with a new
Offering Period commencing on the first day of the calendar quarters of each
year, or on such offer date as the Board shall determine, and continuing
thereafter until terminated in accordance with Section 20 hereof. The Board
shall have the power to change the duration of Offering Periods (including the
commencement dates thereof) with respect to future offerings without shareholder
approval if such change is announced at least five (5) days prior to the
scheduled beginning of the first Offering Period to be affected thereafter.
5. Participation
-------------
a. An eligible Employee may become a participant in the Plan by completing
a participation agreement provided by the Company authorizing payroll deductions
and filing it with the Company's payroll office at least ten (10) business days
prior to the applicable Enrollment Date.
b. Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.
6. Payroll Deductions
------------------
a. At the time a participant files his or her participation agreement, he
or she shall elect to have payroll deductions made on each pay day during the
Offering Period in any whole percentage, but not exceeding ten percent (10%) of
the Compensation which he or she receives on each pay day during the Offering
Period. Contributions to the Plan other than by payroll deduction are not
permitted. Unless the Board, in the future determines otherwise, the maximum
amount that may be deducted from any participant's Compensation for the purpose
of purchasing Common Stock under this Plan shall not exceed twenty-one thousand
two hundred and fifty dollars ($21,250) in any single calendar year. A
participant who is under the age of 21 must have a parent's or guardian's
written permission to participate.
b. A participant may not change the amount of payroll deductions during an
Offering Period, but may change the amount to be deducted for any subsequent
Offering Period by filing notice thereof at least ten (10) business days prior
to the Enrollment Date on which the subsequent Offering Period commences.
B-3
<PAGE>
c. A participant may discontinue his or her participation in the Plan as
provided in Section 10 hereof, during an Offering Period by completing and
filing with the Company a form provided for such purpose.
d. A participant's participation agreement shall remain in effect for
successive Offering Periods (including any portion of an Offering Period during
which the participant is on an authorized leave of absence, although payroll
deductions will be discontinued for any period for which the participant is not
receiving Compensation) unless terminated prior to an Offering Period as
provided in Section 10 hereof.
e. All payroll deductions made for a participant shall be credited to an
unfunded and unsecured bookkeeping account maintained on behalf of the
participant and deposited with the general funds of the Company.
f. Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's payroll
deductions may be decreased to zero percent (0%) at any time during an Offering
Period. Payroll deductions shall recommence at the rate provided in such
participant's participation agreement for the first Offering Period that has a
Grant/Exercise Date in the following calendar year, unless terminated by the
participant as provided in Section 10 hereof.
g. At the time the option is exercised, in whole or in part, or at the
time some or all the Common Stock issued under the Plan is disposed of, the
participant must make adequate provision for the federal, state or other tax
withholding obligations, if any, that arise upon the exercise of the option or
the disposition of the Common Stock. At any time, the Company may, but shall
not be obligated to, withhold from the participant's compensation the amount
necessary for the Company to meet applicable withholding obligations, including
any withholding required to make available to Fiserv any tax deductions or
benefits attributable to sale or early disposition of Common Stock by the
Employee.
7. Grant of Option
---------------
On the Grant/Exercise of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to purchase on
the Grant/Exercise Date of such Offering Period (at the applicable Purchase
Price) up to a number of shares of the Common Stock determined by dividing such
Employee's accumulated payroll deductions as of the Grant/Exercise Date by the
applicable Purchase Price; provided that in no event shall an Employee be
permitted to purchase during each Offering Period more than two thousand five
hundred (2,500) shares (subject to any adjustment pursuant to Section 19), and
provided further that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 13 hereof. Exercise of the option shall occur as
provided in Section 8 hereof, unless the participant has withdrawn pursuant to
Section 10 hereof. The Option shall expire on the last day of the Offering
Period.
B-4
<PAGE>
8. Exercise of Option
------------------
Unless a participant withdraws from the Plan, at least ten (10) business days
prior to the Grant/Exercise Date, as provided in Section 10 hereof, his or her
option for the purchase of shares shall be exercised automatically on the
Grant/Exercise Date, and the maximum number of shares (including fractional)
shall be purchased for such participant at the applicable Purchase Price with
the accumulated payroll deductions accumulated during the Offering Period.
During a participant's lifetime, a participant's option to purchase shares
hereunder is exercisable only by him or her.
9. Delivery
--------
As soon as administratively practicable following the Grant/Exercise Date, the
shares of Common Stock purchased on behalf of a participant pursuant to the
exercise of his or her option will be credited to an account with a transfer
agent or a securities brokerage firm, as determined by Fiserv, in the name of
the participant. By electing to participate in the Plan, a participant will be
deemed to authorize the establishment of an account in his or her name with the
transfer agent or securities brokerage firm selected by Fiserv. A participant
may request that the transfer agent or securities brokerage firm arrange,
subject to any applicable fee, for the delivery to the participant or an account
designated by the participant of some or all of the Common Stock held in the
participant's account. If the participant desires to sell some or all of his or
her shares of Common Stock held in his or her account, he or she may do so (i)
by disposing of the shares of Common Stock through the transfer agent or
securities brokerage firm subject to any applicable fee, or (ii) through such
other means as Fiserv may permit.
10. Withdrawal
----------
a. At any time during an Offering Period, a participant may terminate
his or her payroll deductions under the Plan and withdraw from the Offering
Period by delivering to the Company a notice of withdrawal in such form as the
Company provides. Such withdrawal may be elected at any time, but must be
received no later than ten (10) business days prior to the end of the Offering
Period. Upon withdrawal from the Offering Period by a participant, the Company
shall distribute to such participant all of his or her accumulated payroll
deductions under the Offering Period, without interest, and such participant's
interest in the Offering Period shall be automatically terminated. A
participant's withdrawal from an Offering Period will have no effect on his or
her eligibility to participate in subsequent Offering Periods, that commence
after the termination of the Offering Period from which the participant
withdraws, but the participant will be required to deliver a new participation
agreement in order to participate in subsequent Offering Periods under the Plan.
b. A participant's withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan, which may
hereafter be adopted by Fiserv.
11. Termination of Employment; Leave of Absence
-------------------------------------------
Upon a participant's ceasing to be an Employee for any reason, he or she shall
be deemed to have elected to withdraw from the Plan and his or her payroll
deductions accumulated during the Offering Period but not yet used to exercise
the option shall be returned to such participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 15 hereof, and
such participant's option shall be automatically terminated. The preceding
sentence notwithstanding, a participant who receives payment in lieu of notice
of termination of employment shall be treated as
B-5
<PAGE>
continuing to be an Employee for the participant's customary number of hours per
week of employment during the period in which the participant is subject to such
payment in lieu of notice. For purposes of this Section 11, a participant will
not be deemed to have terminated employment in the case of any leave of absence
approved by the Company.
12. Interest
--------
No interest shall accrue on the payroll deductions of a participant in the Plan.
13. Stock
-----
a. Subject to adjustment upon changes in capitalization of Fiserv as
provided in Section 19 hereof, the maximum number of shares of the Common Stock
which shall be made available for sale under the Plan shall be five hundred
thousand (500,000) shares, plus an annual increase to be added on the first day
of Fiserv's fiscal year beginning in 2001 equal to the least of (i) four hundred
thousand (400,000) shares, (ii) one percent (1%) of the shares of Common Stock
outstanding on such date or (iii) a lesser amount determined by the Board. If,
on a given Grant/Exercise Date, the number of shares with respect to which
options are to be exercised exceeds the number of shares then available under
the Plan, Fiserv shall make a pro rata allocation of the shares remaining
available for purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable.
b. A participant shall have no interest or voting right in shares
covered by his or her option until the option has been exercised.
c. Shares to be delivered to a participant under the Plan shall be
registered solely in the name of the participant.
d. Cash dividends attributable to shares allocated to participants'
accounts as of the record date for which such cash dividends are declared will
be used to purchase additional full or fractional shares of stock.
14. Administration
--------------
The Plan shall be administered by the Board or a committee appointed by the
Board. The Board or its committee shall have full and exclusive discretionary
authority to construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan. Every
finding, decision and determination made by the Board or its committee shall, to
the full extent permitted by law, be final and binding upon all parties.
15. Designation of Beneficiary
--------------------------
a. A participant may file with the Company, on a form provided by the
Company, a written designation of a beneficiary who is to receive any shares and
cash, from the participant's account under the Plan in the event of such
participant's death subsequent to a Grant/Exercise Date on which the option is
exercised but prior to delivery to such participant of such shares and cash.
B-6
<PAGE>
b. The designation of beneficiary may be changed by the participant at
any time by delivering written notice to the Company, on a form provided by the
Company. In the event of the death of a participant, and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such
participant's death, the Board shall deliver such shares and/or cash to the
surviving legal spouse (if any) of the participant, or if there is no surviving
spouse, then to the estate of the participant.
16. Transferability
---------------
Neither payroll deductions credited to a participant's account nor any rights to
exercise an option or to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than as provided
in Section 15 hereof) by the participant. Any such attempt at assignment
transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw from an Offering Period in
accordance with Section 10 hereof.
17. Use of Funds
------------
All payroll deductions received or held by the Company under the Plan may be
used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions.
18. Reports
-------
Individual accounts shall be maintained for each participant in the Plan.
Statements of account shall be given to participating Employees after the end of
each Offering Period setting forth with respect to such Offering Period the
number of shares purchased and the price per share thereof, and also setting
forth the total number of shares then held in each account.
19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
---------------------------------------------------------------------
Merger or Asset Sale
- --------------------
a. Changes in Capitalization. Subject to any required action by the
-------------------------
shareholders of Fiserv, the Reserves, the maximum number of shares each
participant may purchase per Offering Period (pursuant to Section 7), as well as
the price per share and the number of shares of Common Stock covered by each
option under the Plan that has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by Fiserv; provided, however, that conversion of any convertible
securities of Fiserv shall not be deemed to have been "effected without receipt
of consideration." Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by Fiserv of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.
B-7
<PAGE>
b. Dissolution or Liquidation. In the event of the proposed dissolution
--------------------------
or liquidation of Fiserv, the Offering Period then in progress shall be
shortened by setting a new Grant/Exercise Date (the "New Grant/Exercise Date"),
and shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board. The New
Grant/Exercise Date shall be before the date of Fiserv's proposed dissolution or
liquidation. The Board shall notify each participant in writing, at least
twenty-one (21) business days prior to the New Grant/Exercise Date, that the
Grant/Exercise Date for the participant's option has been changed to the New
Grant/Exercise Date and that the participant's option shall be exercised
automatically on the New Grant/Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10
hereof.
c. Merger or Asset Sale. In the event of a proposed sale of all or
--------------------
substantially all of the assets of Fiserv, or the merger of Fiserv with or into
another corporation, each outstanding option shall be assumed or an equivalent
option substituted by the successor corporation or a parent or subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the option, the Offering Period then in progress shall
be shortened by setting a new Grant/Exercise Date (the "New Grant/Exercise
Date"). The New Grant/Exercise Date shall be before the date of Fiserv's
proposed sale or merger. The Board shall notify each participant in writing, at
least twenty-one (21) business days prior to the New Grant/Exercise Date, that
the Grant/Exercise Date for the participant's option has been changed to the New
Grant/Exercise Date and that the participant's option shall be exercised
automatically on the New Grant/Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10
hereof.
20. Amendment or Termination
------------------------
a. The Board may at any time and for any reason terminate or amend the
Plan. Except as provided in Section 19, no such termination can affect options
previously granted. Nevertheless, an Offering Period may be terminated by the
Board of Directors on any Grant/Exercise Date if the Board determines that the
termination of the Offering Period or the Plan is in the best interest of Fiserv
and its shareholders. Except as provided in Section 19 and Section 20 hereof,
no amendment may make any change in any option theretofore granted that
adversely affects the rights of any participant. To the extent necessary to
comply with Section 423 of the Code (or any other applicable law, regulation or
stock exchange rule), Fiserv shall obtain shareholder approval in such a manner
and to such a degree as required.
b. Without shareholder approval or consent and without regard to whether
any participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable,
that are consistent with the Plan.
B-8
<PAGE>
c. In the event the Board determines that the ongoing operation of the
Plan may result in unfavorable financial accounting consequences, the Board may,
in its discretion and, to the extent necessary or desirable, modify or amend the
Plan to reduce or eliminate such accounting consequences including, but not
limited to:
i. altering the Purchase Price for any Offering Period,
including an Offering Period underway at the time of the change in Purchase
Price;
ii. shortening any Offering Period so that the Offering Period
ends on a new Grant/Exercise Date, including an Offering Period underway at
the time of the Board action; and
iii. allocating shares.
Such modifications or amendments shall not require shareholder approval or the
consent of any Plan participants.
21. Notices
-------
All notices or other communications by a participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
22. Conditions Upon Issuance of Shares
----------------------------------
Shares shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for
Fiserv with respect to such compliance.
As a condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise
that the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
Fiserv, such a representation is required by any of the aforementioned
applicable provisions of law.
23. Term of Plan
------------
The Plan shall become effective on January 1, 2000. It shall continue in effect
for a term of ten (10) years unless sooner terminated under Section 20 hereof.
24. No Employment Rights
--------------------
The Plan does not, directly or indirectly, create in any Employee or class of
Employees any right with respect to continuation of employment by the Company,
and it may not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an Employee's employment at any time.
B-9
<PAGE>
25. Effect of Plan
--------------
The provisions of the Plan, in accordance with its terms, will be binding upon,
and inure to the benefit of, all successors of each Employee participating in
the Plan including, without limitation, the Employee's estate and the executors,
administrators or trustees thereof, heirs and legatees, and any receiver,
trustee in bankruptcy or representative of creditors of the Employee.
26. Governing Law
-------------
The Plan will be construed, interpreted, applied and enforced in accordance with
the laws of the State of Wisconsin, other than its laws regarding choice of
laws, except to the extent that the state law is preempted by any federal law.
B-10
<PAGE>
Fiserv, Inc.
255 Fiserv Drive
Brookfield, WI 53045
(262) 879-5000
Fiserv, Inc. is located in the Brookfield Lakes Corporate Center. It is
approximately 25 minutes from Milwaukee General Mitchell International Airport
and 20 minutes from downtown Milwaukee.
From Chicago, go north on I-94 to Milwaukee. After entering Wisconsin, you will
pass through Racine and Kenosha. Approaching Milwaukee, watch for the I-894
bypass. This is a left lane exit. After approximately nine miles, this bypass
runs back into I-94; take the left lane exit for I-94 to Madison. The second
exit, approximately 3 miles, is Moorland Road north.
From Milwaukee's Mitchell International Airport, take I-94 north to Milwaukee.
As you approach Milwaukee, take I-894 (bypass). This is a left lane exit. After
approximately nine miles, this bypass runs back into I-94; take the left lane
exit for I-94 to Madison. The second exit, approximately 3 miles, is Moorland
Road north.
From Moorland Road, go north approximately 3/4 mile (two stoplights) to
Bluemound Road/Highway 18. Turn left (west) on Bluemound Road and continue
approximately 1-1/2 miles (five stoplights), turning left at the stoplight into
the entrance to Brookfield Lakes Corporate Center (you will see the Wyndham
Gardens Hotel at this entrance).
Traveling from the west, exit I-94 at Bluemound Road/Highway 18. Go east on
Bluemound Road approximately 1-1/2 miles (six stoplights), turning right at the
stoplight into the entrance to Brookfield Lakes Corporate Center.
Once inside Brookfield Lakes, take Corporate Drive approximately 1/4 mile to
Fiserv Drive and turn right. Fiserv Drive leads directly to the Fiserv
headquarters.
[ROAD MAP APPEARS HERE]
<PAGE>
[LOGO OF FISERV.]
255 Fiserv Drive
Brookfield, Wisconsin 53045
<PAGE>
Fiserv, Inc.
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints George D. Dalton, Leslie M. Muma and Charles W.
Sprague as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote as designated below, all the shares of
Common Stock of Fiserv, Inc. (the "Corporation") held of record by the
undersigned on February 14, 2000, at the Annual Meeting of Shareholders to be
held on March 30, 2000, or any adjournment thereof.
1. ELECTION OF THREE DIRECTORS TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 2003:
[_] FOR all nominees and [_] WITHHOLD AUTHORITY to vote for all
their term listed below nominees listed below
(except as written to the
contrary on the line provided)
For a term expiring in 2003: G.D. Dalton; D.P. Kearney; L. W. Seidman
_______________________________________
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the line provided above.)
2. PROPOSAL TO APPROVE AN AMENDMENT TO THE FISERV, INC. STOCK OPTION PLAN:
[_] FOR [_]AGAINST [_] ABSTAIN
3. PROPOSAL TO APPROVE THE FISERV, INC. EMPLOYEE STOCK PURCHASE PLAN:
[_] FOR [_]AGAINST [_] ABSTAIN
4. PROPOSAL TO APPROVE THE REAPPOINTMENT OF Deloitte & Touche LLP, Milwaukee,
and subsidiaries for 2000: Wisconsin, as the independent auditors of the
Corporation
[_] FOR [_]AGAINST [_] ABSTAIN
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3 and 4.
DATED: __________________, 2000 __________________________________
Please check lower box if appropriate Signature
[_] YES, I WILL ATTEND THE ANNUAL __________________________________
MEETING ON MARCH 30, 2000 Signature if held jointly
PLEASE SIGN exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY
