<PAGE>
As filed with the Securities and Exchange Registration No. 33-
Commission on December 10, 1998.
================================================================================
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
of incorporation or organization) identification number)
5660 NEW NORTHSIDE DRIVE
SUITE 1400
ATLANTA, GEORGIA 30328-5800
(Address of principal executive offices) (Zip code)
FIRST DATA CORPORATION 1992 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
MICHAEL T. WHEALY
FIRST DATA CORPORATION
5660 NEW NORTHSIDE DRIVE
SUITE 1400
ATLANTA, GEORGIA 30328-5800
(770) 857-0001
(Name, address and telephone number,
including area code, of agent for service)
COPIES TO:
THOMAS A. ROSSI, ESQUIRE
STANLEY J. ANDERSEN, ESQUIRE
2121 NORTH 117TH AVENUE
OMAHA, NEBRASKA 68164
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
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
- ---------------------------- ---------- ----------------- ---------------- -------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE $.01 22,000,000 $26.8125 (1) $589,875,000 $163,985.25
=============================================================================================
TOTAL $163,985.25
=============================================================================================
</TABLE>
(1) CALCULATED IN ACCORDANCE WITH RULE 457(h)(1) AND (c) UNDER THE SECURITIES
ACT OF 1933, 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 ON THE NEW YORK STOCK EXCHANGE ON
DECEMBER 3, 1998.
<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 by First Data Corporation (the "Registrant") are
incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(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 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 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 hereinafter 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
--------------------------------------
Certain legal matters with respect to the offering of the shares of
Common Stock registered hereby have been passed upon by Stanley J. Andersen,
Associate Counsel of the Registrant. Mr. Andersen is paid a salary by
Registrant and is a participant in various employee benefit plans offered to
employees of the Registrant.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
In accordance with the Delaware General Corporation Law ("DGCL"), the
Restated Certificate of Incorporation of the Company limits 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 of the Company also provides
for indemnification of the Company's officers and directors to the fullest
extent permitted by applicable law. Section 145 of 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. The By-laws of the Company
provide officers and directors similar rights to indemnification except that the
By-laws (i) only provide for indemnification if the person is defending an
action and (ii) do not provide for the indemnification of judgments, fines and
amounts paid in settlement in actions brought by or in the right of the
corporation.
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. The rights of
indemnification discussed above are not exclusive of any other rights which a
director or officer may acquire in the future.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
<PAGE>
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 3 of the
Registrant's Quarterly Report on Form 10-Q for the three months ended
September 30, 1998, dated November 16, 1998, Commission File No. 1-
11073).
5 Opinion and Consent of Stanley J. Andersen, Esq.
15 Letter from Ernst & Young LLP regarding Unaudited Interim
Financial Information.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Stanley J. Andersen, Esq. (included in the opinion of Mr.
Andersen 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;
(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
<PAGE>
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 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 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 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
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 New York, State of New York, on December 9, 1998.
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 Michael T. Whealy, Thomas A. Rossi
and Stanley J. Andersen, 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
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.
Signature Title Date
- --------------------------- ----------------------------- ----------------
/s/ Henry C. Duques Chairman of the Board and December 9, 1998
- --------------------------- Chief Executive Officer
Henry C. Duques
/s/ Lee Adrean Chief Financial Officer December 9, 1998
- --------------------------- (Principal Financial Officer)
Lee Adrean
/s/ J. Allen Berryman Vice President and December 9, 1998
- --------------------------- Corporate Controller
J. Allen Berryman (Principal Accounting Officer)
/s/ Ben Burdetsky Director December 9, 1998
- ---------------------------
Ben Burdetsky
<PAGE>
/s/ Courtney F. Jones Director December 9, 1998
- ---------------------------
Courtney F. Jones
/s/ Robert J. Levenson Director December 9, 1998
- ---------------------------
Robert J. Levenson
/s/ James D. Robinson III Director December 9, 1998
- ---------------------------
James D. Robinson III
/s/ Charles T. Russell Director December 9, 1998
- ---------------------------
Charles T. Russell
/s/ Bernard L. Schwartz Director December 9, 1998
- ---------------------------
Bernard L. Schwartz
/s/ Joan E. Spero Director December 9, 1998
- ---------------------------
Joan E. Spero
/s/ Garen K. Staglin Director December 9, 1998
- ---------------------------
Garen K. Staglin
<PAGE>
INDEX
-----
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 3
of the Registrant's Quarterly Report on Form 10-Q for the three
months ended September 30, 1998, dated November 16, 1998,
Commission File No. 1-11073).
5 Opinion and Consent of Stanley J. Andersen, Esq.
15 Letter from Ernst & Young LLP regarding Unaudited Interim
Financial Information.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Stanley J. Andersen, Esq. (included in the opinion
of Mr. Andersen filed as Exhibit 5 hereto).
24 Power of Attorney (included on the signature page).
<PAGE>
Exhibit 5
December 9, 1998
Board of Directors
First Data Corporation
5660 New Northside Drive
Suite 1400
Atlanta, Georgia 30328
RE: First Data Corporation
Registration Statement on Form S-8
Dear Ms. Spero and Gentlemen:
As Associate Counsel of First Data Corporation, a Delaware corporation (the
"Company"), I have participated in the preparation and 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 (the "Act"), of
22,000,000 shares of common stock, $.01 par value, of the Company (the
"Registered Common Stock") issuable under the First Data Corporation 1992 Long-
Term Incentive Plan (the "Plan").
I have examined such originals, or copies of originals identified to my
satisfaction, of agreements, documents, instruments and records, have examined
such questions of law and have investigated such questions of fact as I deemed
necessary or appropriate under the circumstances for me to express the opinions
set forth below. In such examination, I have assumed the authenticity of all
documents submitted as an original, the genuineness of all signatures, the legal
capacity of natural persons, and the conformity with the originals of any copies
of such documents that were examined.
Based upon and subject to the foregoing, it is my opinion that the
Registered Common Stock will be legally issued, fully paid and non-assessable
when (i) the Registration Statement shall have become effective under the Act,
and (ii) such shares shall have been duly issued and sold in the manner
contemplated by the Plan (but, in the case of the issuance of authorized and
unissued shares of Common Stock, the consideration received by the Company must
not be less than the par value therof).
This opinion letter is limited to the General Corporation Law of the State
of Delaware and the laws of the United States. I do not find it necessary for
the purposes of this opinion letter to cover, and accordingly do not express an
opinion as to the application of the securities or blue sky laws of the various
states to the sale of shares of
<PAGE>
First Data Corporation
December 9, 1998
Page 2
Registered Common Stock. I assume no obligation to update or supplement this
opinion letter to reflect any facts or circumstances which may hereafter come to
my attention with respect to the opinions expressed above, including any change
in applicable law.
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 Registered Common Stock and to the reference made to me
under the heading "Legal Matters" set forth in the Registration Statement.
Regards,
/s/ Stanley J. Andersen
Stanley J. Andersen
<PAGE>
Exhibit 15
December 8, 1998
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 for the registration of 22,000,000 shares of
its common stock pertaining to its 1992 Long-Term Incentive Plan, of our reports
dated May 7, 1998, August 10, 1998 and November 11, 1998 relating to the
unaudited consolidated interim financial statements of First Data Corporation
included in its Forms 10-Q for the quarters ended March 31, 1998, June 30, 1998
and September 30, 1998.
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
<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 for the registration of 22,000,000 shares of
its common stock pertaining to its 1992 Long-Term Incentive Plan of our report
dated February 5, 1998, with respect to the consolidated financial statements
and schedule of First Data Corporation included in its Annual Report on Form 10-
K for the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
December 8, 1998
