<PAGE>
As filed with the Securities and Exchange Commission on June 10, 1997
Registration No. 333-_______
================================================================================
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)
<TABLE>
<CAPTION>
<S> <C>
Delaware 47-0731996
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
401 Hackensack Avenue 07601
Hackensack, New Jersey (Zip Code)
(Address of principal executive offices)
</TABLE>
Technology Solutions International, Inc.
Stock Option Plan
(Full title of the plan)
<TABLE>
<S> <C> <C>
David P. Bailis Copy to:
General Counsel Thomas A. Rossi
First Data Corporation First Data Corporation
2121 North 117th Avenue 2121 North 117th Avenue
Omaha, Nebraska 68164 Omaha, Nebraska 68164
(402) 498-2170
(Name, address, and telephone number,
including area code, of agent for service)
</TABLE>
____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum
Title of to be offering aggregate Amount of
Securities to be registered(1) price per offering registration fee
registered share(2) price
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 13,910 shares $0.4607 $36,021(2) $100
$.01 par value 522 shares $0.8829
7,815 shares $1.3436
2,709 shares $1.5163
4,298 shares $1.5355
104 shares $1.5547
1,042 shares $1.6699
521 shares $1.7467
130 shares $1.9194
2,423 shares $2.0154
- -----------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also covers an indeterminate number of shares
as may become issuable because of the provisions of the Plans relating to
adjustments for changes resulting from stock dividends, stock splits and
similar changes.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h) under the Securities Act of 1933, based upon
options to purchase a certain number of shares of Common Stock at varying
purchase prices, as reflected in the Calculation of Registration Fee Table.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by First Data Corporation (the "Company")
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1996; and
(c) The description of the Common Stock, par value $.01 per share, of
the Company which is contained in the Company's Report on Form 8-A (File No. 1-
11073) filed March 24, 1992 under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company with the Commission 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 to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be 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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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
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<PAGE>
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 Section 102(b)(7) of the DGCL, the Company's Restated
Certificate of Incorporation 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 for (i) breaches of a director's duty
of loyalty to the Company or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or knowing violations of law,
(iii) certain transactions under Section 174 of the DGLC (unlawful payment of
dividends or unlawful stock purchases or redemptions) or (iv) transactions from
which a director derives an improper personal 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 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 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
No. Description
- ------- -----------
4(a) Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Commission File No. 1-11073,
Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995).
4(b) By-laws of the Company (incorporated by reference to Commission
File No. 1-11073, Exhibit 3(ii) of the Company's Annual Report on
Form 10-K for the year ended December 31, 1995).
5 Opinion of Sidley & Austin.
15 Letter from Ernst & Young LLP re: unaudited interim financial
information.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Deloitte & Touche LLP.
23(c) Consent of Sidley & Austin (contained in Exhibit 5 hereto).
24 Powers of Attorney (included on signature page).
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 the registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (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
II-2
<PAGE>
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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, 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 Section 15(d) of 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 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 remained 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of 1933 and will be governed by the final adjudication of such issue.
II-3
<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 this Registration Statement 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 Hackensack, State
of New Jersey, on June 10, 1997.
FIRST DATA CORPORATION
By: /s/ Henry C. Duques
-----------------------------
Henry C. Duques
Chairman of the Board
and 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 any 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 attorney-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 their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
--------- -------- ----
<S> <C> <C>
/s/ Henry C. Duques Chairman of the Board and Chief June 10, 1997
- ------------------------- Executive Officer
Henry C. Duques
/s/ Lee Adrean Executive Vice President and Chief June 10, 1997
- ------------------------- Financial Officer (Principal Financial Officer)
Lee Adrean
/s/ Richard Macchia Senior Vice President-Finance June 10, 1997
- ------------------------- (Principal Accounting Officer)
Richard Macchia
/s/ Ben Burdetsky Director June 10, 1997
- -------------------------
Ben Burdetsky
/s/ Courtney F. Jones Director June 10, 1997
- -------------------------
Courtney F. Jones
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Robert J. Levenson Director June 10, 1997
- ----------------------------
Robert J. Levenson
/s/ James D. Robinson III Director June 10, 1997
- ----------------------------
James D. Robinson III
/s/ Charles T. Russell Director June 10, 1997
- ----------------------------
Charles T. Russell
/s/ Bernard L. Schwartz Director June 10, 1997
- ----------------------------
Bernard L. Schwartz
/s/ Garen K. Staglin Director June 10, 1997
- ----------------------------
Garen K. Staglin
</TABLE>
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<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4(a) Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Commission File No. 1-11073,
Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995).
4(b) By-laws of the Company (incorporated by reference to Commission
File No. 1-11073, Exhibit 3(ii) of the Company's Annual Report on
Form 10-K for the year ended December 31, 1995).
5* Opinion of Sidley & Austin.
15* Letter from Ernst & Young LLP re: unaudited interim financial
information.
23(a)* Consent of Ernst & Young LLP.
23(b)* Consent of Deloitte & Touche LLP.
23(c)* Consent of Sidley & Austin (contained in Exhibit 5 hereto).
24* Powers of Attorney (included on signature page).
________________________
*Filed herewith
II-6
<PAGE>
Exhibit 5
June 10, 1997
Board of Directors
First Data Corporation
401 Hackensack Avenue
Hackensack, New Jersey 07601
Re: First Data Corporation
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for First Data Corporation, a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), relating to the registration of an
aggregate of 33,474 shares of common stock, par value $.01 per share, of the
Company (the "New Shares") to be offered to participants in the Technology
Solutions International, Inc. Stock Option Plan (the "Plan").
We are familiar with the Amended and Restated Certificate of
Incorporation and the By-laws of the Company and all amendments thereto and
resolutions of the Board of Directors of the Company relating to the Plan and
the Registration Statement.
In this connection, we have examined originals, or copies of originals
certified or otherwise identified to our satisfaction, of such records of the
Company and other corporate documents, have examined such questions of law and
have satisfied ourselves as to such matters of fact as we have considered
relevant and necessary as a basis for the opinions set forth herein. We have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural persons and the
conformity with the original documents of any copies thereof submitted to us for
our examination.
<PAGE>
Board of Directors
First Data Corporation
June 10, 1997
Page 2
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. Each New Share issued pursuant to the Plan will be legally issued,
fully paid and nonassessable when (i) the Registration Statement shall have
become effective under the Securities Act; (ii) such New Share shall have been
duly issued and sold in the manner contemplated by the Plan; and (iii) a
certificate representing such New Share shall have been duly executed,
countersigned and registered and delivered to the purchaser thereof upon payment
of the agreed consideration therefor (but not less than the par value thereof)
in accordance with the terms of the Plan.
We do not find it necessary for the purposes of this opinion letter to
cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states or the District of Columbia to
the offering or sale of the New Shares.
This opinion is limited to the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are within the category of persons from whom consent is required by Section 7 of
the Securities Act or the related rules promulgated by the Securities and
Exchange Commission.
Very truly yours,
Sidley & Austin
<PAGE>
Exhibit 15
June 10, 1997
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 Technology Solutions
International, Inc. Stock Option Plan of our report dated May 7, 1997, relating
to the unaudited consolidated interim financial statements of First Data
Corporation included in its Form 10-Q for the quarter ended March 31, 1997.
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.
Ernst & Young LLP
<PAGE>
Exhibit 23(a)
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 Technology Solutions
International, Inc. Stock Option Plan of our report dated February 5, 1997, 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, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
New York, New York
June 10, 1997
<PAGE>
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
First Data Corporation on Form S-8 relating to the Technology Solutions
International, Inc. Stock Option Plan of our report dated January 27, 1995
(relating to the consolidated financial statements of First Financial Management
Corporation as of December 31, 1994, and for the year ended December 31, 1994,
which are not presented separately) appearing in the Annual Report on Form 10-K
of First Data Corporation for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 10, 1997
