<PAGE> 1
As filed with the Securities and Exchange Commission on February 14, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
CHECKFREE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 31-1013521
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4411 East Jones Bridge Road
Norcross, Georgia 30092
(Address of Registrant's principal executive offices)
---------------------------
CHECKFREE CORPORATION
ASSOCIATE STOCK PURCHASE PLAN
(Full Title of the Plan)
---------------------------
Peter J. Kight
Chairman, President, and Chief Executive Officer
Checkfree Corporation
4411 East Jones Bridge Road
Norcross, Georgia 30092
(770) 441-3387
(Name, address and telephone number of agent for service)
---------------------------
Copies of Correspondence to:
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price* Fee*
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value.... 1,000,000 $14.625 $14,625,000 $4,432
- ---------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of Checkfree
Common Stock as reported on the Nasdaq National Market on February 11, 1997
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Checkfree Common Stock, $.01 par value, as may be issuable
pursuant to future stock dividends, stock splits or similar transactions.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Checkfree
Corporation Associate Stock Purchase Plan (the "Plan"), specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1). Such documents are
not filed as part of this Registration Statement in accordance with the Note to
Part I of the Form S-8 Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Commission by the
Company pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act are hereby
incorporated herein by reference:
1. Transition Report on Form 10-K (filed September 27, 1996) and
Form 10-K/A No. 1 (filed December 9, 1996) for the six months
ended June 30, 1996;
2. Quarterly Report on Form 10-Q (filed November 12, 1996) and Form
10-Q/A No. 1 (filed December 9, 1996) for the quarter ended
September 30, 1996; Quarterly Report on Form 10-Q (filed February
13, 1997) for the quarter ended December 31, 1996;
3. Current Reports on Form 8-K, dated May 9, 1996 (filed May 20,
1996), September 15, 1996 (filed September 26, 1996), October 1,
1996 (filed October 9, 1996), November 22, 1996 (filed December
6, 1996), December 16, 1996 (filed December 18, 1996),
January 27, 1997 (filed January 27, 1997), and January 31, 1997
(filed February 3, 1997); Current Report on Form 8-K/A No. 1,
dated May 9, 1996 (filed July 22, 1996); and Current Report on
Form 8-K/A No. 2, dated May 9, 1996 (filed October 11, 1996); and
4. Proxy Statement for the Special Meeting of Stockholders held on
January 27, 1997 (filed on December 23, 1996).
The descriptions of Checkfree Common Stock and Preferred Stock Purchase
Rights which are contained in Checkfree's Form 8-As (Registration No. 0-26802)
filed with the Securities and Exchange Commission pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, as updated in any amendment or
report filed for the purpose of updating such descriptions, are hereby
incorporated by reference.
All documents filed by Checkfree, pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, 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 date of filing of such documents. Any statement 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
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
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<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities to be issued pursuant to the Plan has
been passed upon by Porter, Wright, Morris & Arthur. Members of the firm who
have participated in the preparation of this document beneficially own an
aggregate of 35,814 shares of Checkfree Common Stock consisting of a combination
of stock and options.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Article IX of the Registrant's By-Laws (the "By-Laws") provides that
the Registrant shall, to the fullest extent permitted by applicable law as then
in effect, indemnify any person who is or was involved or threatened to be made
so involved in any action by reason of the fact that he is or was a director or
officer of the Registrant, or is or was serving at the request of the Registrant
as a director or officer of another entity. The right to indemnification
includes the right to receive payment of expenses in advance of the final
disposition of the proceeding. All indemnification rights in Article IX are
contract rights. The Registrant also may provide indemnification for employees,
agents, attorneys and representatives of the Registrant by action of its board
of directors. Article IX expressly states that no amendment to the By-Laws or
the Certificate of Incorporation shall adversely affect any right to
indemnification for acts occurring prior to such amendment. The right of
indemnification is not exclusive of any other rights of indemnification that may
be available.
In determining the right to indemnification, the Registrant has the
burden of proof that the indemnitee has not met the applicable standard of
conduct. If successful in whole or in part in such a proceeding, the indemnitee
is entitled to be indemnified for expenses incurred in connection with such
proceeding. All reasonable expenses incurred by an indemnitee in connection with
any proceeding shall be advanced by the Registrant after receipt of a statement
from the indemnitee requesting such advance.
Article IX provides that the Registrant may purchase and maintain
insurance in connection with any expenses, liability or loss relating to any
proceeding, whether or not the Registrant would have the power to indemnify the
officer, director, employee, agent, attorney, trustee or representative. The
Registrant also may enter into indemnification contracts with any of the
foregoing persons, which contracts are deemed specifically approved and
authorized by the stockholders.
If any provision of Article IX is held invalid, illegal or
unenforceable, the remaining provisions of Article IX shall not be affected. An
indemnitee also may elect, as an alternative to the Article IX procedures, to
follow procedures authorized by applicable corporate law or statute. Article IX
sets forth specific procedures for the advancement of expenses and for the
determination of entitlement to indemnification. Entitlement to indemnification
shall be determined by a majority vote of disinterested directors, by a written
opinion of independent counsel under certain circumstances or by the
Registrant's stockholders if a majority of the disinterested directors
determines the issue should be submitted to the stockholders or if the foregoing
persons have not been appointed within 60 days after the receipt of a request
for indemnification, the indemnitee is deemed to be entitled to indemnification
unless the indemnitee misrepresented or omitted a material fact or the
indemnification is prohibited by law. The termination of an action by judgment,
order, settlement or conviction or upon a plea of nolo contendere does not
adversely affect the right of an indemnitee to indemnification or create any
presumption with respect to any standard of conduct. An indemnitee is entitled
to indemnification for expenses if he is successful on the merits, if the action
is terminated without a determination of liability or if the indemnitee was not
a party to the action. An indemnitee who is determined not to be entitled to
indemnification may appeal such determination either through the courts or by
arbitration.
(b) Under Section 145 of the Delaware General Corporation Law (the
"Delaware Law"), indemnification of any person who is or was a party or
threatened to be made so in any action by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or was serving as such
of another corporation of other enterprise at the request of the corporation is
permitted against expenses, fines and amounts paid in settlement actually and
II-3
<PAGE> 4
reasonably incurred by him in such proceeding where the indemnified person acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and in criminal actions where he had no
reasonable cause to believe his conduct was unlawful. Indemnification is also
permitted in lawsuits brought by or on behalf of the corporation if the
standards of conduct described above are met, except that no indemnification is
permitted in respect to any matter in which the person is adjudged to be liable
to the corporation unless a court shall determine that indemnification is fair
and reasonable in view of all the circumstances of the case. Indemnification
against expenses (including attorneys' fees) actually and reasonably incurred by
directors, officers, employees and agents is required under Section 145 of the
Delaware Law in those cases where the person to be indemnified has been
successful on the merits or otherwise in defense of a lawsuit of the type
described above. In cases where indemnification is permissive, a determination
as to whether the person met the applicable standard of conduct must be made
(unless ordered by a court) by majority vote of the disinterested directors, by
independent legal counsel, or by the stockholders. Such indemnification rights
are specifically not deemed to be exclusive of other rights of indemnification
by agreement or otherwise and the corporation is authorized to advance expenses
incurred prior to the final disposition of a matter upon receipt of an
undertaking to repay such amounts on a determination that indemnification was
not permitted in the circumstances of the case.
(c) Under Section 145 of the Delaware Law and Article IX of the By-Laws,
the Registrant may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, or agent of the Registrant, or who,
while serving in such capacity, is or was at the request of the Registrant, a
director, officer, employee or agent of another corporation or other enterprise,
against liability asserted against or incurred by such person in any such
capacity whether or not the Registrant would have the power to provide indemnity
under Section 145 or the By-Laws. The Registrant has obtained insurance which,
subject to certain exceptions, insures the directors and officers of the
Registrant and its subsidiary.
(d) The Registrant has entered into indemnification contracts with
certain directors and officers which provides that such directors and officers
will be indemnified to the fullest extent provided by Section 145 of the
Delaware Law (or such other future statutory provision authorizing or permitting
indemnification) against all expenses (including attorneys' fees), judgments,
fines and settlement amounts, actually and reasonably paid or incurred by them
in any action or proceeding, including any action by or in the right of the
Registrant, by reason of the fact that they were a director, officer, employee
or agent of the Registrant, or were serving at the request of the Registrant as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.
No indemnity will be provided under such indemnification contracts (i)
except to the extent that the aggregate losses to be indemnified pursuant
thereto exceed the amount for which the indemnitee is indemnified pursuant to
any directors and officers liability insurance purchased and maintained by the
Registrant; (ii) in respect to remuneration paid to an indemnitee if it shall be
determined by a final judgment that such remuneration was in violation of law;
(iii) on account of any suit in which judgment is rendered against an indemnitee
for an accounting of profits made from the purchase or sale by indemnitee of
securities of the Registrant pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto or similar provisions of
any federal, state or local statutory law; (iv) on account of the indemnitee's
act or omission being finally adjudged to have been not in good faith or
involving intentional misconduct or a knowing violation of law; or (v) if a
final decision by a court having jurisdiction in the matter shall determine that
such indemnification is not lawful.
(e) Article EIGHTH of the Registrant's Restated Certificate of
Incorporation provides that a director of the Registrant shall not be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for any unlawful payment of a dividend or
unlawful stock purchase or redemption; or (iv) for any transaction from which
the director derived any improper personal benefit.
The above discussion of the Registrant's By-Laws, Restated Certificate
of Incorporation, indemnification agreements, and of Section 145 of the Delaware
Law is not intended to be exhaustive and is respectively qualified in its
entirety by such By-Laws, Restated Certificate of Incorporation and statutes.
II-4
<PAGE> 5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the information contained in the Exhibit Index
filed as part of this Registration Statement.
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 is registered) and any deviation from the low or
high end in 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 present no more than a 20%
change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective registration statement;
(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) 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 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 (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 that time shall be deemed to be the initial bona fide offering thereof.
II-5
<PAGE> 6
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 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.
II-6
<PAGE> 7
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 Norcross, State of Georgia, on February 13, 1997.
CHECKFREE CORPORATION
By: /s/ Peter J. Kight
--------------------------------------------------------
Peter J. Kight, Chairman, President, and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Peter J. Kight Chairman, President, and Chief )February 13, 1997
- -------------------- Executive Officer )
Peter J. Kight (Principal Executive Officer) )
)
)
*Mark A. Johnson President - Business Services and )February 13, 1997
- -------------------- Director )
Mark A. Johnson )
)
)
*James S. Douglass Executive Vice President - Finance and)February 13, 1997
- -------------------- Chief Financial Officer )
James S. Douglass (Principal Financial Officer) )
)
)
)
*John M. Stanton Vice President and Treasurer )February 13, 1997
- -------------------- (Principal Accounting Officer) )
John M. Stanton )
)
)
*William P. Boardman Director )February 13, 1997
- -------------------- )
William P. Boardman )
)
)
*George R. Manser Director )February 13, 1997
- -------------------- )
George R. Manser )
)
)
*Eugene F. Quinn Director )February 13, 1997
- -------------------- )
Eugene F. Quinn )
II-7
<PAGE> 8
)
)
*Jeffrey M. Wilkins Director )February 13, 1997
- -------------------- )
Jeffrey M. Wilkins )
)
)
*By: /s/ Curtis A. Loveland
------------------------------------------
Curtis A. Loveland, attorney-in-fact
for each of the persons indicated
II-8
<PAGE> 9
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
CHECKFREE CORPORATION
-----------------------
EXHIBITS
-----------------------
<PAGE> 10
EXHIBIT INDEX
Pagination
By
Sequential
Exhibit Exhibit Numbering
Number Description System
- ------- ----------- ----------
4(a) Checkfree Corporation Associate Stock Purchase Plan
(Exhibit 10(kkk) to Form S-4 Registration Statement
(File No. 333-15247), and incorporated herein by
reference).
4(b) Restated Certificate of Incorporation of Checkfree
Corporation (Exhibit 2 to Form 8-A (File No. 0-26802),
and incorporated herein by reference).
4(c) Amended and Restated By-Laws of Checkfree Corporation
(Exhibit 3 to Form 8-A (File No. 0-26802), and
incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur regarding
legality.
23(a) Consent of Porter, Wright, Morris & Arthur (included
in Exhibit 5 filed herewith).
23(b) * Consent of Deloitte & Touche LLP.
24 * Powers of Attorney.
- --------------
* Filed with this Registration Statement
<PAGE> 1
Exhibit 5
February 13, 1997
Checkfree Corporation
4411 East Jones Bridge Road
Norcross, Georgia 30092
Re: Registration Statement on Form S-8
Checkfree Corporation Associate Stock Purchase Plan (the "Plan")
Gentlemen:
We have acted as counsel for Checkfree Corporation, a Delaware
corporation ("Checkfree"), in connection with the Registration Statement on Form
S-8 (the "Registration Statement"), filed by Checkfree with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, with respect
to the registration of 1,000,000 shares of Checkfree Common Stock, $.01 par
value (the "Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate
records, documents and other instruments of Checkfree as we have deemed
necessary.
Based on the foregoing, we are of the opinion that the Shares will, when
issued and paid for in accordance with the provisions of the Plan, be legally
issued, fully paid and nonassessable, and entitled to the benefits of the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur
PORTER, WRIGHT, MORRIS & ARTHUR
<PAGE> 1
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Checkfree Corporation on Form S-8 of our reports dated August 22, 1996, except
for Note 17 as to which the date is September 15, 1996, appearing in the
Transition Report of Form 10-K/A No. 1 of Checkfree Corporation for the six
months ended June 30, 1996.
DELOITTE & TOUCHE LLP
Columbus, Ohio
February 11, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned officers and/or directors of Checkfree Corporation,
a Delaware corporation (the "Company"), hereby appoints Peter J. Kight, Mark A.
Johnson, and Curtis A. Loveland, as his true and lawful attorneys-in-fact, or
any of them, with power to act without the others, as his true and lawful
attorney-in-fact, in his name and on his behalf, and in any and all capacities
stated below, to sign and to cause to be filed with the Securities and Exchange
Commission the Company's Registration Statement on Form S-8 (the "Registration
Statement") to register under the Securities Act of 1933, as amended, 1,000,000
shares of Common Stock, $.01 par value, of the Company to be sold and
distributed by the Company pursuant to the Company's Associate Stock Purchase
Plan (the "Plan") and such other number of shares as may be issued under the
anti-dilution provisions of the Plan, and any and all amendments, including
post-effective amendments, to the Registration Statement, hereby granting unto
such attorneys-in-fact, and to each of them, full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all such
capacities, every act and thing whatsoever necessary to be done in and about the
premises as fully as the undersigned could or might do in person, hereby
granting to each such attorney-in-fact full power of substitution and
revocation, and hereby ratifying all that any such attorney-in-fact or his
substitute may do by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of December,
1996.
Signature: Title:
/s/ Peter J. Kight Chairman of the Board of Directors, President
- ---------------------- and Chief Executive Officer
Peter J. Kight (Principal Executive Officer)
/s/ Mark A. Johnson Director and President - Business Services
- ----------------------
Mark A. Johnson
/s/ James S. Douglass Executive Vice President - Finance and Chief
- ---------------------- Financial Officer (Principal Financial Officer)
James S. Douglass
/s/ John M. Stanton Vice President and Treasurer
- ---------------------- (Principal Accounting Officer)
John M. Stanton
/s/ William P. Boardman Director
- ----------------------
William P. Boardman
/s/ George R. Manser Director
- ----------------------
George R. Manser
/s/ Eugene F. Quinn Director
- ----------------------
Eugene F. Quinn
/s/ Jeffrey M. Wilkins Director
- ----------------------
Jeffrey M. Wilkins
