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As Filed with the Securities and Exchange Commission on May 10, 1996
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
First USA, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 75-2291060
- ------------------------------ ------------------------------------
(State of Incorporation) (I.R.S. employer identification no.)
1601 Elm Street, 47th Floor
Dallas, Texas 75201
- ------------------------------ -----------------------------------
(Zip code)
First USA, Inc. 1991 Stock Option Plan
First USA, Inc. 1994 Restricted Stock Plan
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(Full title of the plan)
Jack M. Antonini, Vice Chairman, Finance and Planning
First USA, Inc.
1601 Elm Street, 47th Floor
Dallas, Texas 75201
(214) 849-2000
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(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Price Amount of
be Registered Registered Share(1)(2) (2) Registration Fee(3)
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Common Stock, par
value $.01 per share 5,000,000(4) $55.25 $276,250,000 $95,259
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</TABLE>
(1) Estimated pursuant to Rules 457 (c) and (h) under the Securities Act of
1933, as amended (the "Securities Act"), on the basis of the average of the
high and low sale prices for a share of Common Stock on the New York Stock
Exchange on May 8, 1996.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act of 1933.
(4) Includes 4,500,000 shares of Common Stock available for issuance under the
1991 Stock Option Plan and 500,000 shares of Common Stock available for
issuance under the 1994 Restricted Stock Plan, plus such additional number
of shares of Common Stock as may be issuable pursuant to the antidilution
provisions of the 1991 Stock Option Plan and the 1994 Restricted Stock
Plan.
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EXPLANATORY NOTE
On September 7, 1995 the Board of Directors of First USA, Inc. (the
"Company") approved amendments to the Company's 1991 Stock Option Plan (the
"Stock Option Plan") and the 1994 Restricted Stock Plan (the "Restricted Stock
Plan"). The amendment to the Stock Option Plan provides for an additional
4,500,000 shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), that may be acquired pursuant to options granted under the
Stock Option Plan. The amendment also limits to 250,000 shares the maximum
number of shares with respect to which options may be granted to any individual
in each fiscal year under the Stock Option Plan. The amendment to the Restricted
Stock Plan provides for an additional 500,000 shares of Common Stock that may be
acquired pursuant to the Restricted Stock Plan. This Registration Statement on
Form S-8 relates to an aggregate of 5,000,000 additional shares of Common Stock
issuable upon the exercise of options to acquire shares of Common Stock pursuant
to the provisions of the Stock Option Plan and issuable pursuant to the
Restricted Stock Plan as a result of the amendments. Pursuant to General
Instruction E to Form S-8, the Company incorporates by reference herein the
contents of its Registration Statements on Form S-8 (Nos. 33-48355 and 33-71190)
(each relating to the Stock Option Plan) and its Registration Statement on Form
S-8 (No. 33-88678) (related to the Restricted Stock Plan).
Item 8. Exhibits
5.1 Opinion of Corinna Ulrich regarding the legality of the
securities being registered.
23.1 Consent of Corinna Ulrich (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent accountants.
24.1 Powers of Attorney (included on signature page of this
registration statement).
-2-
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on May 10, 1996.
FIRST USA, INC.
By: /s/ John C. Tolleson
---------------------------
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 10, 1996.
POWER OF ATTORNEY
We, the undersigned directors and officers of First USA, Inc. and each of
us, do hereby constitute and appoint Philip E. Taken, our true and lawful
attorney and agent, with power of substitution, to do any and all acts and
things in our name and behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated above, which said attorney and agent may deem necessary or advisable
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, and any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that the said attorney and agent, or his substitute or substitutes shall do
or cause to be done by virtue hereof.
-3-
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SIGNATURES
Signature Title
--------- -----
/s/ John C. Tolleson Chairman of the Board, Chief Executive Officer
- ------------------------------ and Director (Principal Executive Officer)
John C. Tolleson
/s/ Richard W. Vague President and Director
- ------------------------------
Richard W. Vague
/s/ Jack M. Antonini Vice Chairman, Finance and Planning
- ------------------------------ (Principal Financial Officer)
Jack M. Antonini
/s/ Steven L. McDonald Senior Vice President
- ------------------------------ (Principal Accounting Officer)
Steven L. McDonald
/s/ Gerald S. Armstrong Director
- ------------------------------
Gerald S. Armstrong
/s/ Gene H. Bishop Director
- ------------------------------
Gene H. Bishop
/s/ Charles T. Russell Director
- ------------------------------
Charles T. Russell
/s/ Rupinder S. Sidhu Director
- ------------------------------
Rupinder S. Sidhu
/s/ Roger T. Staubach Director
- ------------------------------
Roger T. Staubach
/s/ Carl H. Westcott Director
- ------------------------------
Carl H. Westcott
-4-
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
5.1 Opinion of Corinna Ulrich regarding the
legality of the securities being
registered.
23.1 Consent of Corinna Ulrich (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent
accountants.
24.1 Powers of Attorney (included on
signature page of this registration
statement).
-5-
<PAGE>
EXHIBIT 5.1
May 10, 1996
First USA, Inc.
1601 Elm Street, 47th Floor
Dallas, Texas 75201
Ladies and Gentlemen:
I am counsel to First USA, Inc., a Delaware corporation (the
"Company"), and have acted as such in connection with the reservation for
issuance by the Company of (i) 4,500,000 shares of Common Stock, par value $.01
per share, pursuant to an amendment to the First USA, Inc. 1991 Stock Option
Plan (the "Stock Option Plan"), which amendment provides for the reservation for
issuance of 4,500,000 additional shares of Common Stock under the Stock Option
Plan and a limit of 250,000 shares with respect to which options may be granted
to any individual in each fiscal year under the Stock Option Plan, and (ii)
500,000 shares of Common Stock (collectively with the shares referenced in (i)
above, the "Shares") pursuant to an amendment to the First USA, Inc. 1994
Restricted Stock Plan (the "Restricted Stock Plan"). The amendments to the Stock
Option Plan and the Restricted Stock Plan are collectively referred to herein as
the "Amendments."
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
(i) the Registration Statement on Form S-8 relating to the Shares, to be filed
herewith with the Securities and Exchange Commission (the "Commission") under
the Securities Act (together with all exhibits thereto, the "Registration
Statement"); (ii) the Registration Statements on Form S-8 (File Nos. 33-48355
and 33-71190), each relating to certain shares of Common Stock issued or
reserved for issuance pursuant to the Stock Option Plan, as filed with the
Commission under the Securities Act on June 4, 1992 and November 3, 1993,
respectively; (iii) the Registration Statement on Form S-8 (File No. 33-88678),
relating to certain shares of Common Stock issued or reserved for issuance
pursuant to the Restricted Stock Plan; (iv) the Restated Certificate of
Incorporation and By-laws of the Company, each as currently in effect; (v) the
Stock Option Plan, Restricted Stock Plan and the Amendments; (vi) a specimen of
the certificates to be used to represent the Shares; and (vii) certain
resolutions dated September 7, 1995 of the Board of Directors of the Company
relating to the Amendments and the Shares. I have also examined originals or
copies, certified or otherwise identified to my satisfaction, of such records of
the Company and such agreements, certificates of public officials, certificates
of officers or other representatives of the Company and others, and such other
documents, certificates
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First USA, Inc.
May 10,1996
Page 2
and records, as I have deemed necessary or appropriate as a basis for the
opinions set forth herein.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. I have also assumed that
the certificates representing the Shares will be signed by facsimile or
otherwise by authorized officers of the Company and of the transfer agent for
the Common Stock and registered by the registrar for the Common Stock and
conform and will conform to the specimens thereof examined by me. As to any
facts material to the opinions expressed herein which were not independently
established or verified, I have relied upon oral or written statements and
representations of officers and other representatives of the Company and others.
I am admitted to the Bar in the State of Texas, and do not express any
opinion as to the laws of any other jurisdiction except for the general
corporate laws of the State of Delaware and federal laws.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized and, when issued and delivered in accordance
with the terms and conditions of the Stock Option Plan or the Restricted Stock
Plan, each as amended, and against payment therefor, will be validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. This opinion is limited to the
matters stated herein, and no opinion is implied or may be inferred beyond the
matters expressly stated. This opinion is delivered solely to you in connection
with the Registration Statement and may not be relied upon by any other party
and is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my express written permission.
Very truly yours,
Corinna Ulrich
Vice President and Counsel
CU:ec
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 to be filed on or about May 9, 1996 for the registration of 5,000,000 shares
of common stock) pertaining to the First USA, Inc. 1991 Stock Option Plan and
the First USA, Inc. 1994 Restricted Stock Plan of our report dated July 19,
1995, with respect to the consolidated financial statements of First USA, Inc.
included and incorporated by reference in its Annual Report (Form 10-K) for the
year ended June 30, 1995, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Dallas, Texas
May 8, 1996
