<PAGE>
As filed with the Securities and Registration No.333- ____________
Exchange Commission on August 30, 1996.
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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.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2291060
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1601 ELM STREET, SUITE 4700
DALLAS, TEXAS 75201
(Address of principal executive offices) (Zip Code)
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EMPLOYEE STOCK PURCHASE PLAN OF FIRST USA, INC.
(Full title of the plan)
WITH A COPY TO:
JACK M. ANTONINI CHARLES D. MAGUIRE, JR.
FIRST USA, INC. JACKSON & WALKER, L.L.P.
1601 ELM STREET, SUITE 4700 901 MAIN STREET,
DALLAS, TEXAS 75201 SUITE 6000
(214) 849-2000 DALLAS, TEXAS 75202
(Name, address, including zip code, and (214) 953-5850
telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered (2) Share(1) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value 500,000 shares $54.50 $27,250,000.00 $9,396.55
$.01 per share
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and registration fee
are computed on the basis of the average of the high and low prices of the
Common Stock, as reported by the New York Stock Exchange on August 28, 1996.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
Pursuant to General Instruction E of Form S-8, with respect to the shares
registered under the Employee Stock Purchase Plan of First USA, Inc., this
Registration Statement incorporates by reference the contents of the
Registrant's Registration Statement Nos. 33-48354, 33-71184 and 33-86658 on
Form S-8, including all exhibits attached thereto.
<PAGE>
EXPLANATORY NOTE
On July 17, 1996, the Board of Directors of First USA, Inc. (the
"Registrant") approved, subject to shareholder approval, an amendment to the
Registrant's Employee Stock Purchase Plan (the "Plan"). Among other changes, the
amendment increased the maximum number of shares of the Registrant's common
stock, par value $0.01 per share (the "Common Stock") reserved for issuance
under the Plan by 500,000 shares. This Registration Statement on Form S-8
relates to the additional 500,000 shares of Common Stock issuable pursuant to
provisions of the Plan as a result of the amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
(a) The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8.
Exhibit No. Description of Exhibit
- ----------- ----------------------
5 Opinion of Jackson & Walker, L.L.P.*
23.1 Consent of Ernst & Young LLP*
23.2 Consent of Jackson & Walker, L.L.P. (included in its opinion filed
as Exhibit 5 to this Registration Statement).*
24 Power of Attorney (appearing on page II-5 of this Registration
Statement).*
99.1 Amendment No. 2 to the Employee Stock Purchase Plan of First USA,
Inc.*
- ------------------------
* Filed herewith.
<PAGE>
(b) In accordance with Form S-8 Item 8(b), the undersigned registrant will
or has undertaken to submit the Plan to the Internal Revenue Service ("IRS") and
has made or will make all changes required by the IRS in order to qualify the
Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume in securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) (Section
230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration
II-2
<PAGE>
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas on the 30th day of August,
1996.
FIRST USA, INC.
By: /s/ John C. Tolleson
----------------------------------------
John C. Tolleson
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below authorizes John C. Tolleson, Jack
M. Antonini and Philip E. Taken and each of them, each of whom may act without
joinder of the other, to execute in the name of each such person who is then an
officer or director of the Registrant and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in respect thereof, in
connection with the registration of the securities which are the subject of this
Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney may deem appropriate.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on August 30, 1996.
Name Title
- ---- -----
/s/ John C. Tolleson Chairman of the Board and
- ------------------------- Chief Executive Officer
John C. Tolleson (Principal Executive Officer)
/s/ Richard W. Vague President
- -------------------------
Richard W. Vague
/s/ Jack M. Antonini Vice Chairman Finance and Planning
- ------------------------- (Principal Accounting and Financial
Jack M. Antonini Officer)
/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
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Roger T. Staubach
/s/ Carl H. Westcott Director
- -------------------------
Carl H. Westcott
<PAGE>
EMPLOYEE STOCK PURCHASE PLAN OF FIRST USA, INC.
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Plan 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 August 30, 1996.
Employee Stock Purchase Plan of
First USA, Inc.
By: First USA Employee Benefits Committee
By: /s/ Mary Baker
--------------------------------------------
Mary Baker, Committee Member
<PAGE>
EXHIBIT LIST
Exhibit No. Description of Exhibit
- ----------- ----------------------
5 Opinion of Jackson & Walker, L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Jackson & Walker, L.L.P. (included in its opinion filed
as Exhibit 5 to this Registration Statement).
24 Power of Attorney (appearing on page II-5 of this Registration
Statement).
99.1 First Amendment to the Employee Stock Purchase Plan of First USA,
Inc.
<PAGE>
EXHIBIT 5
[Jackson & Walker, L.L.P. Letterhead]
August 30, 1996
First USA, Inc.
1601 Elm Street, Suite 4700
Dallas, Texas 75201
Re: Registration Statement on Form S-8 of First USA, Inc.
Ladies and Gentlemen:
We are acting as counsel for First USA, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of the offering and sale of up to 500,000 shares
of the Company's Common Stock, par value $0.01 per share (the "Shares") issuable
upon from time to time under the Company's Employee Stock Purchase Plan (the
"Plan"). A Registration Statement on Form S-8 covering the offering and sale of
the Shares (the "Registration Statement") is expected to be filed with the
Securities and Exchange Commission (the "Commission") on or about the date
hereof.
In reaching the conclusions expressed in this opinion, we have examined and
relied upon the originals or certified copies of all documents, certificates and
instruments as we have deemed necessary to the opinions expressed herein,
including the Certificate of Incorporation, as amended, and the Bylaws of the
Company and copies of the Plan. In making the foregoing examinations, we have
assumed the genuineness of all signatures on original documents, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us.
II-1
<PAGE>
First USA, Inc.
Page 2
Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the laws of the State of Texas, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America, it is our opinion that the Shares, when sold in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
You should be aware that we are not admitted to the practice of law in the
State of Delaware. Accordingly, any opinion herein as to the laws of the State
of Delaware is based solely upon the latest generally available compilation of
the statutes and case law of such state.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Jackson & Walker, L.L.P.
Jackson & Walker, L.L.P.
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<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 to be filed on or about August 28, 1996 for the registration of 500,000
shares of common stock) pertaining to the Employee Stock Purchase Plan of First
USA, Inc. 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.
/s/ Ernst & Young LLP
Ernst & Young LLP
Dallas, Texas
August 28, 1996
<PAGE>
EXHIBIT 99.1
SECOND AMENDMENT TO THE
FIRST USA, INC.
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
WHEREAS, First USA, Inc. a Delaware corporation (the "Company"), has
heretofore maintained the First USA, Inc. Employee Stock Purchase Plan (the
"Plan") for the benefit of certain of its employees; and
WHEREAS, the Company considers it advisable to amend the Plan to increase
the number of shares of Common Stock of the Company, $.01 par value, subject to
the Plan and increase the percentage of total compensation employees may
contribute under the Plan; and
WHEREAS, the Board of Directors of the Company, pursuant to Section 17 of
the Plan, authorized this amendment on July 17, 1996, subject to shareholder
approval;
NOW THEREFORE, effective July 17, 1996 (the "Effective Date"), subject to
shareholder approval, the Company hereby amends the Plan as follows:
(1) The first sentence of Section 4(b) is hereby deleted and replaced with
the following:
Each eligible Employee may elect to participate in the Plan with
respect to an offer, only by filing a subscription agreement with the
Company by the fifteenth day of the month prior to the Offering
Period, indicating the amount of such Employee's Compensation (not to
exceed 20% of such Compensation) which such Employee elects to use to
purchase shares of Common Stock and authorizing payroll deductions (as
set forth in paragraph 5 hereof) throughout the Offering Period.
(2) The first sentence of Section 10(a) is hereby deleted and replaced
with the following:
The maximum number of shares of Common Stock which shall be reserved
for sale under the Plan shall be 700,000, subject to adjustment upon
changes in capitalization of the Company as provided in paragraph 16.
Second Amendment to First
USA, Inc. Employee Stock Purchase Plan-Page 1
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<PAGE>
IN WITNESS HEREOF, the Company has adopted this amendment as of the
Effective Date.
FIRST USA, INC.
By:/s/Philip Taken
----------------------------------
Title: Senior Vice President
-------------------------------
Second Amendment to First
USA, Inc. Employee Stock Purchase Plan-Page 2
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