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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1995
REGISTRATION NO. 33-62921
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST DATA CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 47-0731996
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
401 HACKENSACK AVENUE 07601
HACKENSACK, NEW JERSEY (Zip Code)
(Address of Principal Executive Offices)
FIRST FINANCIAL MANAGEMENT CORPORATION 1982 INCENTIVE STOCK PLAN
FIRST FINANCIAL MANAGEMENT CORPORATION 1988 INCENTIVE STOCK PLAN
FIRST FINANCIAL MANAGEMENT CORPORATION 1990 DIRECTORS' STOCK OPTION PLAN
ENDATA, INC. AMENDED STOCK OPTION PLAN
MICROBILT CORPORATION INCENTIVE STOCK PLAN
MICROBILT CORPORATION NON-QUALIFIED STOCK OPTION PLAN
ALTA HEALTH STRATEGIES, INC. STOCK OPTION PLAN
GENERAL REHABILITATION SERVICES, INC. STOCK-BASED INCENTIVE COMPENSATION PLAN
EMPLOYEE BENEFIT PLANS, INC. 1986 STOCK OPTION PLAN
EMPLOYEE BENEFIT PLANS, INC. 1990 STOCK OPTION PLAN
EMPLOYEE BENEFIT PLANS, INC. 1991 LONG-TERM INCENTIVE PERFORMANCE PLAN
EMPLOYEE BENEFIT PLANS, INC. 1983 OUTSIDE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plans)
DAVID P. BAILIS
GENERAL COUNSEL
2121 NORTH 117TH AVENUE
OMAHA, NEBRASKA 68164
(402) 498-2170
(Name, address and telephone number,
including area code, of agent for service)
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COPY TO:
FREDERICK C. LOWINGER, ESQ.
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, IL 60603
This Post-Effective Amendment covers shares of the Registrant's Common
Stock, par value $.01 per share, originally registered on the Registration
Statement on Form S-4 (No. 33-62921) to which this is an amendment. The
registration fees in respect of such Common Stock were paid at the time of the
original filing of the Registration Statement on Form S-4 relating to such
Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by First Data Corporation ("First Data") with
the Securities and Exchange Commission are incorporated herein by reference:
(a) First Data's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(b) First Data's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1995;
(c) First Data's Current Reports on Form 8-K reporting events occurring on
January 26, 1995, March 21, 1995, March 23, 1995, April 26, 1995, May
16, 1995, June 6, 1995, June 12, 1995, June 30, 1995, July 14, 1995,
July 21, 1995, July 27, 1995, August 17, 1995, September 1, 1995 and
September 11, 1995; and
(d) The description of the First Data Common Stock contained in First
Data's Registration Statement on Form 8-A dated March 24, 1992.
All documents filed by First Data pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the First Data Common Stock has been passed
upon for First Data by Thomas A. Rossi, Esq., Senior Counsel of First Data. Mr.
Rossi is paid a salary by First Data, is a participant in various employee
benefit plans offered to employees of First Data generally and owns and has
options to purchase shares of First Data Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such officer or director acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no reasonable
cause to believe his conduct was illegal. A Delaware corporation may indemnify
officers and directors in an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation in the performance of his duty. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.
In accordance with the DGCL, the First Data Restated Certificate of
Incorporation (the "First Data Certificate") contains a provision to limit the
personal liability of the directors of First Data for violations of their
fiduciary duty. This provision eliminates each director's liability to First
Data or its stockholders for monetary damages except to the extent provided by
the DGCL (i) for any breach of the director's duty of loyalty to First Data or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL providing for liability of directors for unlawful payment of dividends
or unlawful stock purchases or redemptions, or (iv) for any transaction from
which a director derived an improper benefit. The effect of this provision is
to eliminate
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the personal liability of directors for monetary damages for actions involving a
breach of their fiduciary duty of care, including any such actions involving
gross negligence.
The First Data Certificate and the First Data By-laws provide for
indemnification of First Data's officers and directors to the full extent
permitted by applicable law, except that the First Data By-laws provide that
First Data is required to indemnify an officer or director in connection with a
proceeding initiated by such person only if the proceeding was authorized by the
First Data Board of Directors. In addition, First Data maintains insurance
policies which provide coverage for its officers and directors in certain
situations where First Data cannot directly indemnify such officers or
directors.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
A list of exhibits included as part of this Registration Statement is set
forth in the Exhibit Index appearing elsewhere herein and is incorporated herein
by reference. The Registrant agrees to furnish supplementally a copy of any
omitted schedule to the Commission upon request.
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 of 1933,
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of 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) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement,
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(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
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c)(1) The undersigned Registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
(2) The Registrant undertakes that every prospectus (i) that is filed
pursuant to the paragraph immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Act and is used in connection with
an offering of
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securities subject to Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim or
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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 Post-
Effective Amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Hackensack, State of
New Jersey, on October 26, 1995.
FIRST DATA CORPORATION
By: /s/ Henry C. Duques
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HENRY C. DUQUES
Chairman of the Board
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement has been duly signed
below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Henry C. Duques Chairman of the October 26, 1995
- ----------------------- Board and Chief
Henry C. Duques Executive Officer
* Chief Financial
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Lee Adrean Financial Officer)
* Vice President and
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Cheryl L. King Accounting Officer)
* Director
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Ben Burdetsky
* Director
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Courtney F. Jones
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* Director
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Robert J. Levenson
* Director
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James D. Robinson III
* Director
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Charles T. Russell
* Director
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Bernard L. Schwartz
* Director
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Garen K. Staglin
*By /s/ Thomas A. Rossi October 26, 1995
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(Attorney-in-fact)
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Exhibit Index
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4.1 First Data Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3 to First Data's Current Report on Form 8-K dated
June 30, 1995)
4.2 First Data By-laws, as amended to date (incorporated by reference to
Exhibit 28.2 of First Data's Quarterly Report on Form 10-Q for the three
months ended March 31, 1992)
4.3 First Financial Management Corporation 1982 Incentive Stock Plan
(incorporated by reference to Exhibit 10.11 to First Financial Management
Corporation's ("First Financial") Annual Report on Form 10-K for the year
ended December 31, 1994)
4.4 First Financial Management Corporation 1988 Incentive Stock Plan
(incorporated by reference to Exhibits 10.12, 10.13 and 10.14 to First
Financial's Annual Report on Form 10-K for the year ended December 31,
1994)
4.5 First Financial Management Corporation 1990 Directors' Stock Option Plan
(incorporated by reference to First Financial's Quarterly Report on Form
10-Q for the quarter ended June 30, 1990)
4.6 Endata, Inc. Amended Stock Option Plan (incorporated by reference to Post-
Effective Amendment No. 1 to Endata, Inc.'s Registration Statement on Form
S-8 (No. 2-97925)) together with an Amendment to Endata, Inc.'s Amended
Stock Option Plan, dated October 30, 1987 (incorporated by reference to
First Financial's Annual Report on Form 10-K for the year ended December
31, 1987)
4.7 MicroBilt Corporation Incentive Stock Plan (incorporated by reference to
Exhibit 28.1 to First Financial's Post-Effective Amendment No. 1 on Form
S-8 to First Financial's Registration Statement on Form S-4 (No.
33-31915))
4.8 MicroBilt Corporation Non-Qualified Stock Option Plan (incorporated by
reference to Exhibit 28.2 to First Financial's Post-Effective Amendment
No. 1 on Form S-8 to First Financial's Registration Statement on Form S-4
(No. 33-31915)
4.9 ALTA Health Strategies, Inc. Stock Option Plan (incorporated by reference
to Exhibit 28.1 to First Financial's Registration Statement on Form S-8
(No. 33-48619))
4.10 General Rehabilitation Services, Inc. Stock-Based Incentive Compensation
Plan
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4.11 Employee Benefit Plans, Inc. 1986 Stock Option Plan (incorporated by
reference to Exhibit 4.1 of First Financial's Registration Statement on
Form S-8 (No. 33-63549))
4.12 Employee Benefit Plans, Inc. 1990 Stock Option Plan (incorporated by
reference to Exhibit 4.2 of First Financial's Registration Statement on
Form S-8 (No. 33-63549))
4.13 Employee Benefit Plan, Inc. 1991 Long-Term Incentive Performance Plan
(incorporated by reference to Exhibit 4.3 of First Financial's
Registration Statement on Form S-8 (No. 33-63549))
4.14 Employee Benefit Plans, Inc. 1993 Outside Directors Stock Option Plan
(incorporated by reference to Exhibit 4.4 of First Financial's
Registration Statement on Form S-8 (No. 33-63549))
5.1 Opinion of Thomas A. Rossi, Esq., Senior Counsel to First Data, regarding
the legality of the securities being registered (previously filed
September 26, 1995 on First Data's Registration Statement on Form S-4 (No.
33-62921))
15.1 Letter from Ernst & Young LLP with respect to interim financial
information of First Data
23.1 Consents of Ernst & Young LLP with respect to First Data financial
information
23.2 Consent of Deloitte & Touche LLP with respect to First Financial financial
information
23.3 Consent of Thomas A. Rossi, Esq. (previously filed September 26, 1995 on
First Data's Registration Statement on Form S-4 (No. 33-62921))
24.1 Powers of Attorney (previously filed September 26, 1995 on First Data's
Registration Statement on Form S-4 (No. 33-62921))
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Exhibit 4.10
GENERAL REHABILITATION SERVICES, INC.
STOCK-BASED INCENTIVE COMPENSATION PLAN
1. Definitions
1.01 "Affiliate" means any entity that directly, or through one or more
intermediaries, controls, or is controlled by, or is under common control with,
Parent.
1.02 "Award" means an award of Deferred Stock, Restricted Stock, Options
or SARs under the Plan.
1.03 "Award Date" means the date on which an Award is made.
1.04 "Board" means the Board of Directors of Parent.
1.05 "Code" means the Internal Revenue Code of 1986, as amended. Reference
to a specific section of the Code shall include any successor to such section.
1.06 "Committee" means the committee designated by the Board to administer
the Plan under Section 4.
1.07 "Company" means Parent and its Subsidiaries, collectively, including
any successor to any thereof.
1.08 "Deferred stock" means an Award made under Section 6 to receive Stock
at the end of a specified Deferral Period.
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1.09 "Deferral Period" means the period during which the receipt of a
Deferred Stock Award under Section 6 will be deferred.
1.10 "Disinterested Person" means a person defined in Rule 16b-3(c)(2)(i)
promulgated by the SEC under the 1934 Act, or any successor definition adopted
by the SEC.
1.11 "Employee" means an officer or key employee of the Company or an
Affiliate including a director who is such an employee.
1.12 "Fair Market Value" means, on any given date, (a) the mean between
the high and low prices of actual sales of shares of Stock (i) on the principal
national securities exchange on which the Stock is listed, or (ii) if the Stock
is not so listed, reported in the NASDAQ National Market System or (iii) if not
so listed or reported, traded in the over-the-counter market, in each case on
such date or, if the Stock was not traded on such date, on the next preceding
day on which the Stock was traded, or (b) if the Stock is not then listed for
trading on an exchange, included for reporting in the NASDAQ National Market
System or traded in the over-the-counter market, the value determined by the
Committee.
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1.13 "Holder" means an Employee to whom an Award is made.
1.14 "Incentive Stock Option" or "ISO" means a stock option intended to
meet the requirements of an incentive stock option as defined in Section 422 of
the Code and designated as such.
1.15 "1934 Act" means the Securities Exchange Act of 1934, as amended.
1.16 "Non-Qualified Option" or "NQO" means a stock option not intended to
be an Incentive Stock Option, and designated as a Non-Qualified Option.
1.17 "Option" means any stock option granted by the Committee under
Section 8.
1.18 "Parent" means General Rehabilitation Services, Inc. and any
successor thereto.
1.19 "Plan" means the Stock-Based Incentive Compensation Plan herein set
forth, as amended from time to time.
1.20 "Restricted Stock" means Stock awarded by the Committee under
Section 7.
1.21 "Restriction Period" means the period during which Restricted Stock
awarded under Section 7 is subject to forfeiture.
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1.22 "Restructuring" means any reorganization, recapitalization, stock
split, spin-off, split-off, split-up, stock dividend, issuance of stock rights,
combination of shares, merger, consolidation or other change in corporate
structure.
1.23 "Retirement" means retirement from the active employment of the
Company or an Affiliate pursuant to the relevant provisions of the applicable
retirement plan of the employing entity or as otherwise determined by the Board.
1.24 "SEC" means the U.S. Securities and Exchange Commission.
1.25 "Stock" means the Common Stock of Parent or such other class or kind
of shares of capital stock or other securities as may result from the
application of Section 10.
1.26 "Stock Appreciation Right" or "SAR" means a stock appreciation right
awarded by the Committee under Section 9.
1.27 "Subsidiary" means any corporation (other than Parent) in an unbroken
chain of corporations beginning with Parent if at the time of the Award each of
the corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
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1.28 "Ten Percent Shareholder" means a person who on any given date owns,
either directly or within the meaning of the attribution rules contained in
section 424(d) of the Code, stock possessing more than ten percent of the total
combined voting power of all classes of stock of Parent, a Subsidiary or an
Affiliate.
2. Awards
2.01 Awards that may be granted under the Plan are:
(a) Deferred Stock Awards, giving the Holder the right to receive, without
payment, a specified number of shares of Stock at the end of a specified
Deferral Period or Periods.
(b) Restricted Stock Awards, giving the Holder the right to receive,
without payment, a specified number of shares of Stock subject to forfeiture
upon the occurrence of specified events.
(c) Incentive Stock Options, giving the Holder the right for a specified
time period to purchase a specified number of shares of Stock for a price per
share not less than Fair Market Value on the Award Date.
(d) Non-Qualified Options, giving the Holder the right for a specified
time period to purchase a specified number of shares of Stock for a price per
share determined by the Committee.
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(e) Stock Appreciation Rights, giving the Holder the right to receive,
upon exercise of the SAR, the increase in the Fair Market Value of a specified
number of shares of Stock from the Award Date to the date of exercise.
2.02 Each Award shall be evidenced by a written agreement with the Holder
which shall conform to the requirements of the Plan and may contain such other
provisions as the Committee shall deem advisable.
3. Eligibility
Any Employee is eligible to receive an Award, provided that an
Incentive Stock Option shall not be granted to a Ten Percent Shareholder except
on such terms concerning the option price and period of exercise as are provided
in Sections 8.01, 8.02 and 8.03.
4. Administration of Plan
4.01 The Plan shall be administered and interpreted by the Committee,
which shall have full authority to act in selecting Employees to whom Awards
will be granted, in determining the type and amount of Awards to be granted to
each such Employee, the terms and conditions of Awards and the terms of
agreements which will be entered into with Holders in connection with Awards.
The Committee shall have at least two members, and if the Stock is
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registered under the 1934 Act, each such member shall be a Disinterested Person.
4.02 The Committee's powers shall include, but not be limited to, the
power to (a) determine whether, to what extent and under what circumstances
(i) an Option may be exchanged for cash, Restricted Stock, Deferred Stock or
some combination thereof; (ii) an Award is made and operates on a tandem basis
with other Awards made hereunder; (iii) Stock or cash payable with respect to an
Award shall be deferred either automatically or at the election of the Holder
(including the power to add deemed earnings to any such deferral); (b) condition
an Award upon the attainment of specified performance goals; and (c) determine
the effect, if any, of a change in control of Parent upon outstanding Awards.
4.03 The Committee shall have the power to interpret and construe the Plan
and to adopt rules and regulations for carrying out the Plan and to make such
changes in such rules and regulations as it shall from time to time deem
advisable. The Committee shall have the power unilaterally and without approval
of a Holder to amend an existing Award in order to carry out the purposes of
the Plan so long as such amendment does not deprive the Holder of any benefit
granted by the Award and so long as the
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amended Award comports with the terms of the Plan. Amendments adverse to the
interests of the Holder (with respect to an existing Award) must be approved by
the Holder. Any interpretation by the Committee of the terms and provisions of
the Plan and the administration thereof, and all determinations made and
actions taken by the Committee, shall be final and binding on Plan participants
and shall be uncontestable.
5. Shares of Stock Subject to the Plan
5.01 Subject to adjustment as provided in Section 10, the total number of
shares of Stock available for Awards under the Plan shall be 250,000 shares.
5.02 Any shares issued by Parent in a business combination transaction
through the assumption or substitution of outstanding awards made by an
acquired company shall not reduce the shares available for Awards under the
Plan. If any shares subject to any Award granted hereunder are forfeited or such
Award otherwise terminates without the issuance of such shares or the payment of
other consideration in lieu of such shares, the shares subject to such Award,
to the extent of any such forfeiture or termination, shall again be available
for Awards under the Plan.
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6. Deferred Stock
An Award of Deferred Stock shall be subject to the following terms
and conditions:
6.01 Upon determination of the number of shares of Deferred Stock to
be awarded to a Holder, the Committee shall direct that the same be
credited to the Holder's account on the books of Parent but that issuance
and delivery of the same shall be deferred until the date or dates provided
in Section 6.03 hereof. Prior to such issuance and delivery, the Holder
shall have no rights as a shareholder with respect to any shares of
Deferred Stock credited to the Holder's account.
6.02 Amounts equal to any dividends declared and paid during the
Deferral Period with respect to the number of shares covered by a Deferred
Stock Award will be paid to the Holder currently, or deferred and deemed to
be reinvested in additional Deferred Stock, or otherwise reinvested on
such terms as determined at the time of the Award by the Committee in its
sole discretion.
6.03 The Deferred Stock agreement shall specify the duration of the
Deferral Period taking into account termination of employment on account
of death, disability, Retirement or other cause. The Deferral Period may
consist of one or more installments. At the end of the Deferral
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Period or any installment thereof, certificates representing the shares
of Deferred Stock applicable to such Period or installment credited to
the account of a Holder shall be issued and delivered to the Holder (or,
where appropriate, the Holder's legal representative) in accordance with
the terms of the Deferred Stock agreement. The Committee may, in its sole
discretion, accelerate the delivery of all or any part of a Deferred Stock
Award or waive the deferral limitations for all or any part of a Deferred
Stock Award.
7. Restricted Stock
An Award of Restricted Stock shall be subject to the following terms
and conditions:
7.01 Upon determination of the number of shares of Restricted Stock
to be granted to a Holder, the Committee shall direct that a certificate or
certificates representing such number of shares be issued to the Holder and
registered in the Holder's name. The certificate(s) representing such
shares shall be legended as to sale, transfer, assignment, pledge or other
encumbrance during the Restriction Period and deposited by the Holder,
together with a stock power with respect to the transfer thereof endorsed
in blank, with Parent, to be held in escrow during the Restriction Period.
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7.02 During the Restriction Period the Holder shall have the right
to receive dividends from and to vote the shares of Restricted Stock.
7.03 The Restricted Stock agreement shall specify the duration of
the Restriction Period and the performance, employment or other conditions
(including termination of employment on account of death, disability,
Retirement or other cause) under which the Restricted Stock may be
forfeited to Parent. At the end of the Restriction Period the restrictions
imposed hereunder shall lapse with respect to the number of shares of
Restricted Stock as determined by the Committee, and the legend shall be
removed and the certificates for such number of shares delivered to the
Holder (or, where appropriate, the Holder's legal representative). The
Committee may, in its sole discretion, modify or accelerate the vesting of
shares of Restricted Stock.
8. Options
An Award of Options shall be subject to the following terms and
conditions:
8.01 The price per share at which Stock may be purchased upon
exercise of an Option shall be determined by the Committee, but in the case
of grants of ISOs, shall be not less than the Fair Market Value on the
Award Date. In
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the case of any ISO granted to a Ten Percent Shareholder, the option price
per share shall not be less than 110% of the Fair Market Value on the
Award Date.
8.02 The Option agreement shall specify when an Option may be
exercisable and the terms and conditions applicable thereto and whether
the Option is an ISO or an NQO. The term of an Option shall in no event
be longer than twenty years (five years in the case of an ISO granted to
a Ten Percent Shareholder).
8.03 Each provision of the Plan and each Option agreement relating
to an ISO shall be construed so that each ISO shall be an incentive stock
option as defined in Section 422 of the Code, and any provisions of the
Option agreement thereof that cannot be so construed shall be disregarded.
In no event may an ISO be granted after December 26, 2001. ISOs may only
be granted to employees of the Company.
8.04 No Option shall be transferable otherwise than by will or the
laws of descent and distribution and, during the lifetime of the Holder,
shall be exercisable only by the Holder. Upon the death of a Holder, the
person to whom the rights have passed by will or by the laws of descent
and distribution may exercise an Option only in accordance with this
Section 8.
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8.05 The Option price of the shares of Stock payable upon the
exercise of an Option shall be paid in full in cash at the time of the
exercise or, with the consent of the Committee, in whole or in part in
shares of Stock valued at Fair Market Value on the date of exercise.
With the consent of the Committee, payment upon the exercise of a NQO
may be made in whole or in part (as determined by the Committee) by
Restricted Stock based on Fair Market Value on the date of exercise.
In such case, the shares of Stock to which the Option relates shall be
subject to the same forfeiture restrictions originally imposed on the
shares of Restricted Stock exchanged therefor.
9. Stock Appreciation Rights
An Award of SARs shall be subject to the following terms and conditions:
9.01 A SAR may be granted in tandem with all or a portion of a
related Option ("Tandem SAR"), or may be granted separately ("Freestanding
SAR"). A Tandem SAR may be granted either at the Award Date of the Option
or at any time thereafter during the term of the Option and shall be
exercisable only to the extent that the related Option is exercisable. In
no event shall any SAR be exercisable within the first six months of its
grant.
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9.02 The base price of a Tandem SAR shall be the option price under
the related Option. The base price per share of a Freestanding SAR shall be
not less than 100% of Fair Market Value on the Award Date of the
Freestanding SAR.
9.03 A SAR shall entitle the Holder to receive a payment equal to
the excess of the aggregate Fair Market Value of the shares of Stock
covered by the SAR on the date of exercise over the base price of the SAR.
Such payment may be in cash or in shares of Stock, Deferred Stock or
Restricted Stock, or in any combination thereof, as the Committee shall
determine. Upon exercise of a Tandem SAR as to some or all of the shares of
Stock covered, the related option shall be cancelled automatically to the
extent of the number of shares of Stock covered by such exercise, and such
shares shall no longer be available for purchase under the Option
pursuant to Section 8. Conversely, if the related Option is exercised as to
some or all of the shares of Stock covered thereby, the related Tandem
SAR, if any, shall be cancelled automatically to the extent of the number
of shares of Stock covered by the Option exercise.
9.04 SARs shall be subject to the same terms and conditions
applicable to Options as stated in Sections 8.02 and 8.04. SARs shall
also be subject to such other terms
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<PAGE>
and conditions not inconsistent with the Plan as shall be determined by the
Committee.
10. Adjustments Upon Changes in Capitalization
In the event of a Restructuring of Parent affecting Stock, or any
distribution to shareholders other than a cash dividend, the Board shall make
appropriate adjustment in the number and kind of shares authorized by the Plan
and such adjustments to outstanding Awards as it determines appropriate
(including, without limitation, an adjustment to Options to provide that the
Holders of Options shall receive solely the consideration such Holders would
have received if the Option had been exercised (whether or not then currently
exercisable) immediately prior to the Restructuring). No fractional shares of
Stock shall be issued pursuant to such an adjustment, but an amount equivalent
to the portion of Fair Market Value attributable to any such fractional shares
shall, where appropriate, be paid in cash to the Holder.
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<PAGE>
11. Registration of Stock
If the Stock is registered under the 1934 Act, Parent shall, as soon as
practicable thereafter, file a registration statement on Form S-8 with the SEC
under the Securities Act of 1933, as amended, covering the shares of Stock which
may be issued under the Plan.
12. Termination and Amendment
The Plan shall remain in full force and effect until terminated by the
Board. The Board shall have the power to amend, suspend or terminate the Plan at
any time, provided that no such amendment shall be made without shareholder
approval which shall:
(a) Increase (except as provided in Section 10) the total number of
shares available for issuance pursuant to the Plan;
(b) Change the class of employees eligible to be Holders;
(c) Change the provisions of this Section 11; or
(d) Effect other changes for which shareholder approval would be
required under Rule 16b-3 under the 1934 Act or any successor provision
promulgated by the SEC.
Termination of the Plan pursuant to this Section 12 shall not affect Awards
outstanding under the Plan at the time of termination.
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13. Non-Assignability
Awards may not be pledged, assigned or transferred for any reason during
the Holder's lifetime, and any attempt to do so shall be void and relevant Award
shall be forfeited.
14. General Provisions
14.01 Nothing contained in the Plan, or an Award granted pursuant to the
Plan, shall confer upon an Employee any right with respect to continuance of
employment by the Company or an Affiliate, nor interfere in any way with the
right of the Company or an Affiliate to terminate such employment at any time.
14.02 For purposes of this Plan, transfer of employment between any of
Parent, Subsidiaries and Affiliates shall not be deemed termination of
employment.
14.03 Holders shall make appropriate provision for all taxes required to
be withheld in connection with any Award, the exercise thereof and the transfer
of shares of Stock pursuant to this Plan. Such responsibility shall extend to
all applicable Federal, state, local or foreign withholding taxes. In the case
of payment of Awards in the form of Stock, or exercise of Options or SARs,
Parent shall, at the election of the Holder and with the consent of the
Committee, have the right to retain the number of shares of Stock whose
aggregate Fair Market Value equals the amount to
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be withheld in satisfaction of the applicable withholding taxes. Agreements
evidencing such Awards shall contain appropriate provisions to effect
withholding in this manner.
14.04 Without amending the Plan, Awards may be granted to Employees who
are foreign nationals or employed outside the United States or both, on such
terms and conditions different from those specified in the Plan as may, in the
judgment of the Committee, be necessary or desirable to further the purpose
of the Plan.
14.05 To the extent that Federal laws (such as the 1934 Act, the Code or
the Employee Retirement Income Security Act of 1974) do not otherwise control,
the Plan and all determinations made and actions taken pursuant hereto shall be
governed by the laws of the Commonwealth of Pennsylvania and construed
accordingly.
Adopted: December 27, 1991
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GENERAL REHABILITATION SERVICES, INC.
Unanimous Written Consent of Shareholders
The undersigned, being all of the shareholders of General Rehabilitation
Services, Inc., a Pennsylvania corporation (the "Company"), hereby consent to
the taking of the following action and adoption of the following resolution
without a meeting in accordance with the procedures established in Section 1766
of the Pennsylvania Business Corporation Law and agree that such action and
resolution shall have the same force and effect as though duly taken and adopted
at a meeting of the shareholders of the Company duly called and held:
RESOLVED, that the Stock-Based Incentive Compensation Plan of the Company
is approved and adopted in the form presented to the undersigned.
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written
Consent of Shareholders this 27th day of December, 1991.
/s/ Lawrence J. Kent
--------------------
Lawrence J. Kent
/s/ Maurice Kent
-------------------
Maurice Kent
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EXHIBIT 15.1
October 26, 1995
First Financial Management Corporation
We are aware of the incorporation by reference in the Registration Statement on
Form S-8 of First Data Corporation pertaining to the following benefit plans of
First Financial Management Corporation:
First Financial Management Corporation 1982 Incentive Stock Plan
First Financial Management Corporation 1988 Incentive Stock Plan
First Financial Management Corporation 1990 Directors' Stock Option Plan
Endata, Inc. Amended Stock Option Plan
Microbilt Corporation Incentive Stock Plan
Microbilt Corporation Non-Qualified Stock Option Plan
Alta Health Strategies, Inc.
General Rehabilitation Services, Inc. Stock-based Incentive Compensation Plan
Employee Benefit Plans, Inc. 1986 Stock Option Plan
Employee Benefit Plans, Inc. 1990 Stock Option Plan
Employee Benefit Plans, Inc. 1991 Long-Term Incentive Performance Plan
Employee Benefit Plans, Inc. 1983 Outside Directors Stock Option Plan
of our reports dated May 8 and August 4, 1995 relating to the unaudited
consolidated interim financial statements of First Data Corporation included in
its Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
<PAGE>
EXHIBIT 23.1
CONSENTS OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of First Data Corporation pertaining to the following benefit plans of
First Financial Management Corporation:
First Financial Management Corporation 1982 Incentive Stock Plan
First Financial Management Corporation 1988 Incentive Stock Plan
First Financial Management Corporation 1990 Directors' Stock Option Plan
Endata, Inc. Amended Stock Option Plan
Microbilt Corporation Incentive Stock Plan
Microbilt Corporation Non-Qualified Stock Option Plan
Alta Health Strategies, Inc.
General Rehabilitation Services, Inc. Stock-based Incentive Compensation Plan
Employee Benefit Plans, Inc. 1986 Stock Option Plan
Employee Benefit Plans, Inc. 1990 Stock Option Plan
Employee Benefit Plans, Inc. 1991 Long-Term Incentive Performance Plan
Employee Benefit Plans, Inc. 1983 Outside Directors Stock Option Plan
of our report dated February 3, 1995, with respect to the consolidated financial
statements and schedule of First Data Corporation included in its Form 10-K for
the year ended December 31, 1994.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
October 26, 1995
<PAGE>
CONSENTS OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of First Data Corporation pertaining to the following benefit plans of
First Financial Management Corporation:
First Financial Management Corporation 1982 Incentive Stock Plan
First Financial Management Corporation 1988 Incentive Stock Plan
First Financial Management Corporation 1990 Directors' Stock Option Plan
Endata, Inc. Amended Stock Option Plan
Microbilt Corporation Incentive Stock Plan
Microbilt Corporation Non-Qualified Stock Option Plan
Alta Health Strategies, Inc.
General Rehabilitation Services, Inc. Stock-based Incentive Compensation Plan
Employee Benefit Plans, Inc. 1986 Stock Option Plan
Employee Benefit Plans, Inc. 1990 Stock Option Plan
Employee Benefit Plans, Inc. 1991 Long-Term Incentive Performance Plan
Employee Benefit Plans, Inc. 1983 Outside Directors Stock Option Plan
of our report dated August 26, 1994, with respect to the consolidated financial
statements of CESI Holdings, Inc. included in the current report on Form 8-K of
First Data Corporation dated March 23, 1995.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Melville, New York
October 26, 1995
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to Registration Statement No. 33-62921 of First Data
Corporation on Form S-4 of our report dated January 27, 1995 relating to the
consolidated financial statements of First Financial Management Corporation as
of December 31, 1993 and 1994 and for each of the three years in the period
ended December 31, 1994, appearing in the Current Report on Form 8-K of First
Data Corporation dated July 14, 1995, and of our report dated May 5, 1995
(June 13, 1995 as to Note 11) relating to the financial statements of the FFMC
Savings Plus Plan as of December 31, 1993 and 1994 and for each of the three
years in the period ended December 31, 1994, appearing in the Annual Report on
Form 11-K of First Financial Management Corporation for the year ended December
31, 1994.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
October 27, 1995
