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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST DATA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 47-0731996
(State or other jurisdiction (I.R.S. employer identification number)
of incorporation or organization)
401 HACKENSACK AVENUE
7TH FLOOR
HACKENSACK, NEW JERSEY 07601
(Address of principal executive offices) (Zip code)
FIRST DATA CORPORATION EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
HENRY C. DUQUES
FIRST DATA CORPORATION
401 HACKENSACK AVENUE, 7TH FLOOR
HACKENSACK, NEW JERSEY 07601
(201) 525-4700
(Name, address and telephone number,
including area code, of agent for service)
COPIES TO:
DAVID P. BAILIS, ESQUIRE
PATRICIA A. WINCHELL, ESQUIRE
2121 NORTH 117TH AVENUE
OMAHA, NEBRASKA 68164
CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C> <C> <C>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SECURITY OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE 3,000,000 $73.69(1) $221,070,000 $76,231.03
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TOTAL $76,231.03
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</TABLE>
(1) CALCULATED IN ACCORDANCE WITH RULE 457(h)(1) AND (c) UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, SOLELY FOR THE PURPOSE OF COMPUTING THE
REGISTRATION FEE, BASED UPON THE AVERAGE OF THE HIGH AND LOW SALE PRICES OF
THE COMMON STOCK, $.01 PAR VALUE, OF FIRST DATA CORPORATION ("COMMON
STOCK") ON THE NEW YORK STOCK EXCHANGE ON JULY 24, 1996.
(2) IN ADDITION, THIS REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE
AMOUNT OF ADDITIONAL SECURITIES WHICH MAY BE ISSUED UNDER THE ABOVE-
REFERENCED PLAN PURSUANT TO THE ANTI-DILUTION PROVISIONS OF SUCH PLAN AND,
IF INTERESTS IN THE ABOVE-REFERENCED PLAN ARE DEEMED TO CONSTITUTE SEPARATE
SECURITIES, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT SHALL ALSO COVER AN INDETERMINATE AMOUNT OF
INTERESTS TO BE OFFERED OR SOLD PURSUANT TO THE ABOVE-REFERENCED PLAN.
================================================================================
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
The following documents heretofore filed with the Securities and
Exchange Commission by First Data Corporation are incorporated herein by
reference:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant document
referred to in (a) above.
(c) the description of the common stock, par value $.01 per share, of
the Registrant (the "Common Stock") contained in the Registrant's Report on Form
8-A (File No. 1-11073) filed March 24, 1992, filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of 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 hereby have been sold or which deregisters all
securities then remaining unsold are deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being herein after referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document 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
Incorporated Document 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
--------------------------------------
Certain legal matters with respect to the offering of the shares of
common stock registered hereby have been passed upon by Patricia A. Winchell,
Senior Counsel of the Registrant. Ms. Winchell is paid a salary by, and is a
participant in various employee benefit plans offered to employees of the
Registrant. Ms. Winchell participates in the Registrant's Long-Term Incentive
Plan 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 ("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 Restated Certificate of Incorporation
of the Company contains a provision to limit the personal liability of the
directors of the Company for violations of their fiduciary duty. This provision
eliminates each director's liability to the Company 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 the Company 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 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 Restated Certificate of Incorporation and the By-laws of the
Company provide for indemnification of the Company's officers and directors to
the fullest extent permitted by applicable law, except that the By-laws provide
that the Company is required to indemnify an officer or director in connection
with a proceeding initiated by such person only if the proceeding was
<PAGE>
authorized by the Board of Directors of the Company. In addition, the Company
maintains insurance policies which provide coverage for its officers and
directors in certain situations where the Company cannot directly indemnify such
officers or directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS
--------
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Registrant's Restated Certificate of Incorporation. (Incorporated by
reference to Exhibit 3 of the Registrant's Quarterly Report on Form
10-Q for the three months ended September 30, 1995 dated November 13,
1995, Commission File No. 1-11073).
4.2 Registrant's By-laws. (Incorporated by reference to Exhibit 28.2 of
the Registrant's Quarterly Report on Form 10-Q for the three months
ended March 31, 1992, dated May 14, 1992, Commission File No. 1-
11073).
5 Opinion and Consent of Patricia A. Winchell, Esq.
15 Letter from Ernst & Young LLP regarding Unaudited Interim Financial
Information.
23.1 Consent of Ernst & Young LLP with respect to the Registrant's
financial information.
23.2 Consent of Deloitte & Touche LLP with respect to the Registrant's
financial information.
23.3 Consent of Patricia A. Winchell, Esq. (included in the opinion of Ms.
Winchell filed as Exhibit 5 hereto).
24 Power of Attorney (included on the signature page).
ITEM 9. UNDERTAKINGS
------------
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;
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(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 a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(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 (1) (i) and (1) (ii) above 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 by the Registrant pursuant to
section 13 or Section 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.
The undesigned 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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein and the offering of such securities at
the time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or 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 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
<PAGE>
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.
<PAGE>
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 New York, State of New
York, on July 24, 1996.
FIRST DATA CORPORATION
By: /s/ HENRY C. DUQUES
----------------------------------
Henry C. Duques
Chairman of the Board
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints David P. Bailis, Patricia A. Winchell
and Thomas A. Rossi, and each or either of them, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or the substitutes or substitute of any of them, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ HENRY C. DUQUES Chairman of the Board and July 24, 1996
- --------------------------- Chief Executive Officer
Henry C. Duques
/s/ LEE ADREAN Chief Financial Officer July 24, 1996
- --------------------------- (Principal Financial Officer)
Lee Adrean
/s/ RICHARD MACCHIA Senior Vice President and July 24, 1996
- --------------------------- Principal Accounting Officer
Richard Macchia
/s/ BEN BURDETSKY Director July 24, 1996
- ---------------------------
Ben Burdetsky
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ COURTNEY F. JONES Director July 24, 1996
- ---------------------------
Courtney F. Jones
/s/ ROBERT J. LEVENSON Director July 24, 1996
- ---------------------------
Robert J. Levenson
/s/ JAMES D. ROBINSON III Director July 24, 1996
- ---------------------------
James D. Robinson III
/s/ CHARLES T. RUSSELL Director July 24, 1996
- ---------------------------
Charles T. Russell
/s/ BERNARD L. SCHWARTZ Director July 24, 1996
- ---------------------------
Bernard L. Schwartz
/s/ GAREN K. STAGLIN Director July 24, 1996
- ---------------------------
Garen K. Staglin
</TABLE>
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INDEX
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE #
- -------- ---------------------- ------
<S> <C> <C>
4.1 Registrant's Restated Certificate of Incorporation. (Incorporated
by reference to Exhibit 3 of the Registrant's Quarterly Report
on Form 10-Q for the three months ended September 30, 1995
dated November 13, 1995, Commission File No. 1-11073).
4.2 Registrant's By-laws. (Incorporated by reference to Exhibit 28.2
of the Registrant's Quarterly Report on Form 10-Q for the three
months ended March 31, 1992, dated May 14, 1992, Commission
File No. 1-11073).
5 Opinion and Consent of Patricia A. Winchell, Esq. ____
15 Letter from Ernst & Young LLP regarding Unaudited Interim ____
financial Information.
23.1 Consent of Ernst & Young LLP with respect to the Registrant's
financial information. ____
23.2 Consent of Deloitte & Touche LLP with respect to the Registrant's
financial information.
23.3 Consent of Patricia A. Winchell, Esq. (included in the opinion
of Ms. Winchell filed as Exhibit 5 hereto).
24 Power of Attorney (included on the signature page).
</TABLE>
<PAGE>
Exhibit 5
July 25, 1996
Board of Directors
First Data Corporation.
401 Hackensack Avenue - 7th Floor
Hackensack, NJ 07601
RE: First Data Corporation
Registration Statement on Form S-8
Dear Gentlemen:
As Senior Counsel of First Data Corporation, a Delaware corporation
(the"Company"), I have participated in the preparation and the filing by the
Company of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the registration under the Securities Act of 1933, as amended, of
3,000,000 shares of Common Stock, $.01 par value, of the Company (the
"Registered Common Stock") issuable under the First Data Corporation Employee
Stock Purchase Plan (the "Employee Stock Purchase Plan"). The Securities were
authorized for issuance, offering and sale by the Board of Directors of the
Company by resolutions duly adopted on May 15, 1996.
I have examined such agreements, documents, instruments and records as I deemed
necessary or appropriate under the circumstances for me to express the opinions
set forth below. Based upon and subject to the foregoing, it is my opinion
that:
The Registered Common Stock, when issued, sold and delivered in
the manner and for the consideration stated in the Employee
Stock Purchase Plan and the Registration Statement will be duly
authorized and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Corporation's Registration Statement on Form S-8
relating to the Securities and to the reference made to me under the heading
"Legal Matters" set forth in the prospectus forming a part of said Registration
Statement.
Sincerely,
/s/ PATRICIA A. WINCHELL
- ------------------------
Patricia A. Winchell
PAW/pp
<PAGE>
EXHIBIT 15
July 25, 1996
The Stockholders and Board of Directors
First Data Corporation
We are aware of the incorporation by reference in the Registration Statement on
Form S-8 of First Data Corporation pertaining to the First Data Corporation
Employee Stock Purchase Plan of our report dated May 10, 1996, relating to the
unaudited consolidated interim financial statements of First Data Corporation
included in its Form 10-Q for the quarter ended March 31, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933 our report is 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
CONSENT 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 First Data Corporation
Employee Stock Purchase Plan of our report dated February 5, 1996, with respect
to the consolidated financial statements and schedule of First Data Corporation
included in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
New York, New York
July 25, 1996
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
First Data Corporation on Form S-8 of our report dated January 27, 1995
(relating to the consolidated financial statements and schedule of First
Financial Management Corporation), appearing in the Annual Report on Form 10-K
of First Data Corporation for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Atlanta, Georgia
July 24, 1996
