<PAGE> 1
As filed with the Securities and Exchange Commission on January 9, 1998
Registration No. 33-98444
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
CHECKFREE HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 58-2360335
(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 HOLDINGS CORPORATION
AMENDED AND RESTATED
1983 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
----------
Peter J. Kight
Chairman, President, and Chief Executive Officer
CheckFree Holdings 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
<PAGE> 2
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This post-effective amendment is being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "Securities Act"), to reflect the
adoption by CheckFree Corporation, a Delaware corporation ("CheckFree"), of a
holding company form of organizational structure. The holding company
organizational structure was effected pursuant to an Agreement and Plan of
Merger (the "Merger Agreement") among CheckFree, CheckFree Holdings Corporation,
a Delaware corporation (the "Registrant"), and CheckFree Merger Corporation, a
Delaware corporation and wholly owned subsidiary of the Registrant ("Merger
Corporation"). The Merger Agreement provides for, among other things, the merger
(the "Merger") of Merger Corporation with and into CheckFree, with CheckFree as
the surviving corporation. Pursuant to Section 251(g) of the General Corporation
Law of the State of Delaware, stockholder approval of the Merger was not
required.
As a result of the Merger, which was consummated at 11:59 p.m. on
December 22, 1997, CheckFree became a direct wholly owned subsidiary of the
Registrant. Each share of common stock, par value $.01 per share, of CheckFree
(with rights attached) issued and outstanding was converted into and exchanged
for one share of common stock, par value $.01 per share, of the Registrant (with
rights attached).
In accordance with Rule 414 under the Securities Act, the Registrant,
as successor issuer to CheckFree, hereby expressly adopts this registration
statement as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended. The CheckFree Corporation Second Amended and
Restated 1983 Incentive Stock Option Plan to which this registration statement
relates (the "Plan") shall be known as the CheckFree Holdings Corporation
Amended and Restated 1983 Incentive Stock Option Plan. Subsequent to the holding
company reorganization, the Plan will continue to cover employees of CheckFree.
However, shares of stock issued in accordance with the Plan shall be shares of
stock of the Registrant rather than shares of CheckFree.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
- 1 -
<PAGE> 3
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
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Norcross, State of Georgia, on January
5, 1998.
CHECKFREE HOLDINGS 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
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Peter J. Kight Chairman of the Board of ) January 5, 1998
- ------------------------ Directors, President, )
Peter J. Kight and Chief Executive Officer )
(Principal Executive Officer )
)
)
*Mark A. Johnson Vice Chairman, Corporate ) January 5, 1998
- ------------------------- Development and Marketing, )
Mark A. Johnson Director )
)
)
*James A. Douglass Executive Vice President, ) January 5, 1998
- ------------------------- Chief Financial Officer and )
James S. Douglass Treasurer (Principal )
Financial Officer) )
)
)
*Gary A. Luoma, Jr. Vice President, Chief ) January 5, 1998
- ------------------------- Accounting Officer and )
Gary A. Luoma, Jr. Assistant Secretary )
(Principal Accounting )
Officer) )
)
)
*George R. Manser Director ) January 5, 1998
- ------------------------- )
George R. Manser )
)
)
*Eugene F. Quinn Director ) January 5, 1998
- ------------------------- )
Eugene F. Quinn )
)
)
*Jeffrey M. Wilkins Director ) January 5, 1998
- ------------------------- )
Jeffrey M. Wilkins )
- 2 -
<PAGE> 4
)
)
*William P. Boardman Director ) January 5, 1998
- -------------------------- )
William P. Boardman )
*By: /s/ Peter J. Kight
--------------------
Peter J. Kight, attorney-in-fact
for each of the persons indicated
- 3 -
<PAGE> 5
Registration No. 33-98444
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
CHECKFREE HOLDINGS CORPORATION
EXHIBITS
<PAGE> 6
EXHIBIT INDEX
Exhibit Exhibit
Number Description
- ------ -----------
4(a) * Checkfree Holdings Corporation Amended and Restated 1983
Incentive Stock Option Plan.
4(b) Amended and Restated Certificate of Incorporation of
Checkfree Holdings Corporation (Exhibit 4(b) to Form S-8
Registration Statement (Reg. No. 33-98446), and
incorporated herein by reference).
4(c) By-Laws of Checkfree Holdings Corporation (Exhibit 4(c) to
Form S-8 Registration Statement (Reg. No. 33-98446), 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
CHECKFREE HOLDINGS CORPORATION
-------------------------------------
Exhibit 4(a)
-------------------------------------
<PAGE> 2
CHECKFREE HOLDINGS CORPORATION
AMENDED AND RESTATED
--------------------
1983 INCENTIVE STOCK OPTION PLAN
--------------------------------
WHEREAS, CheckFree Corporation, a Delaware corporation, adopted the
CheckFree Corporation 1983 Incentive Stock Option Plan (the "1983 ISO Plan") as
an incentive and to encourage certain key associates who render service to
CheckFree Corporation; and
WHEREAS, effective December 22, 1997, CheckFree Corporation was
reorganized and pursuant to the reorganization, CheckFree Corporation became the
wholly owned subsidiary of CheckFree Holdings Corporation (the
"Reorganization"); and
WHEREAS, the common stock of CheckFree Corporation was exchanged on an
equal basis for the common stock of CheckFree Holdings Corporation on the
effective date of the Reorganization; and
WHEREAS, CheckFree Holdings Company, pursuant to the Reorganization
adopted the 1983 ISO Plan and desires to restate and amend the 1983 ISO Plan to
reflect the Reorganization.
NOW, THEREFORE, in consideration of the premises, the 1983 ISO Plan is
hereby amended and restated, effective December 22, 1997, in its entirety as
follows:
1. PURPOSE. The purpose of this Amended and Restated 1983 Incentive
Stock Option Plan (the "Plan") is to advance the interests of CheckFree Holdings
Corporation, a Delaware corporation (the "Company"), by providing an opportunity
to selected key associates of the Company and its subsidiaries to purchase stock
of the Company through the exercise of options granted under the Plan. By
encouraging such stock ownership, the Company seeks to attract, retain, and
motivate key associates of training, experience, and ability. It is intended
that this purpose will be effected by the granting of stock options under the
Plan that will qualify as "incentive stock options" under the provisions of
Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"), and
the terms of the Plan shall be interpreted in accordance with this intention.
2. EFFECTIVE DATE. The Plan shall become effective on December 19,
1983 (the "Plan Effective Date") provided that the Plan is approved by the
shareholders of the Company within one (1) year from that date. Although options
may be granted before such approval, no option may be exercised until such
approval is obtained and such options will be null and void if such approval is
not obtained.
3. STOCK SUBJECT TO THE PLAN. The shares that may be granted under the
Plan shall not exceed in the aggregate One Hundred Thousand (100,000) shares of
the $.01 par value common stock of the Company. Any shares subject to an option
which for any reason expires or is terminated unexercised as to such shares
again may be the subject of an option under the Plan. The shares delivered upon
exercise of options under the Plan, in whole or in part, may be either
authorized but unissued shares or issued shares reacquired by the Company.
4. ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company, unless the Board of Directors shall delegate such
administration to a committee (the "Stock Option Committee") consisting of not
less than two (2) directors, who shall be eligible to participate in the Plan.
The Stock Option Committee shall be appointed by and shall serve at the pleasure
of the Board of Directors of the Company. Subject to the provisions of the Plan,
the Stock Option Committee shall have full power to construe and interpret the
Plan and to establish, amend, and rescind rules and regulations for its
administration. If the Board of Directors does not appoint a Stock Option
Committee, any reference in the Plan to the Stock Option Committee shall mean
the Board of Directors.
<PAGE> 3
5. ELIGIBLE ASSOCIATES. Options may be granted by the Board of
Directors to such key associates of the Company or any of its subsidiaries,
including members of the Board of Directors who are also key associates of the
Company or any of its subsidiaries, as are selected by the Stock Option
Committee.
6. DURATION OF THE PLAN. The Plan shall terminate ten (10) years from
the Plan Effective Date, unless terminated earlier pursuant to Section 11
hereafter, and no options may be granted thereafter.
7. LIMITATIONS ON NUMBER OF SHARES. The aggregate fair market value,
determined as of the date the option is granted, of the shares for which options
are exercisable for the first time by a key associate during any calendar year
shall not exceed One Hundred Thousand Dollars ($100,000). In the event that such
key associate is eligible to participate in any other stock incentive plans of
the Company, or its parent or a subsidiary, which also are intended to comply
with the provisions of Section 422A of the Code, such annual limitation shall
apply to the aggregate number of shares for which options may be granted for
such plans.
8. TERMS AND CONDITIONS OF OPTIONS. Options granted under the Plan
shall be evidenced by stock option agreements in such form and not inconsistent
with the Plan as the Stock Option Committee shall approve from time to time,
which agreements shall include, but not be limited to, the following terms and
conditions:
(a) PRICE. The purchase price per share of stock payable upon
the exercise of each option granted hereunder shall be not less than one
hundred percent (100%) of the fair market value of the stock on the day
the option is granted; provided, however, that if at the time of the
grant the optionee owns stock possessing more than ten percent (10%) of
the combined voting power of all classes of stock of the Company, or its
parent or a subsidiary, such purchase price per share shall be not less
than one hundred ten percent (110%) of the fair market value of the
stock on the day the option is granted. Such fair market value shall be
determined in accordance with procedures to be established in good faith
by the Stock Option Committee conforming to regulations issued by the
Internal Revenue Service with regard to incentive stock options.
(b) NUMBER OF SHARES. Each option agreement shall specify the
number of shares to which it pertains.
(c) EXERCISE OF OPTIONS. Each option shall be exercisable for
the full amount or for any part thereof and at such intervals or in such
installments as the Board of Directors may determine at the time it
grants such option; provided, however, that no option shall be
exercisable with respect to any shares later than ten (10) years after
the date of the grant of such option; and provided, further, that if at
the time of the grant of such option, the optionee owns stock possessing
more than ten percent (10%) of the combined voting power of all classes
of stock of the Company, or its parent or a subsidiary, such option
shall be exercisable no later than five (5) years after the date of its
grant.
(d) NOTICE OF EXERCISE AND PAYMENT. An option shall be
exercisable only by delivery of a written notice to the Stock Option
Committee, any member of the Stock Option Committee, the Company's
Treasurer, or any other officer of the Company designated by the Stock
Option Committee to accept such notices on its behalf, specifying the
number of shares for which it is exercised. If said shares are not at
the time effectively registered under the Securities Act of 1933, the
optionee shall include with such notice a letter, in form and substance
satisfactory to the Company and counsel for the Company, confirming that
the shares are being purchased for the optionee's own account for
investment and not with a view to distribution. Payment shall be made in
full at the time of delivery to the optionee of a certificate or
certificates covering the number of shares for which the option was
exercised. Payment shall be made either by (i) cashier's or certified
check; (ii) by delivery and assignment to the Company of shares of the
Company's stock, if permitted by a vote of the Board of Directors; or
(iii) by a combination of (i) and (ii). The value of the Company's stock
for such purpose
2
<PAGE> 4
shall be its fair market value as of the date the option is exercised,
as determined in accordance with procedures established by the Stock
Option Committee.
(e) NON-TRANSFERABILITY. No option shall be transferable by the
optionee otherwise than by will or the laws of descent or distribution.
During the optionee's lifetime, each option shall be exercisable only by
the optionee.
(f) TERMINATION OF OPTIONS. Each option shall terminate and no
longer may be exercised if the optionee ceases for any reason to be a
key associate of the Company, or its parent or a subsidiary, except
that:
(i) if the optionee's employment shall have terminated
for any reason other than cause, disability (as defined below),
or death, the optionee, at any time within a period of thirty
(30) days after such termination of employment, but not later
than the expiration date of the option, may exercise the option
to the extent that the option was exercisable by the optionee on
the date of termination of his or her employment; and
(ii) if the optionee's employment shall have been
terminated because of disability within the meaning of Section
105(d)(4) of the Code, or because of the optionee's death, the
optionee, or in the case of death the optionee's estate,
personal representative, or beneficiary to whom the option has
been transferred in accordance with Section 8(e), at any time
within a period of three (3) months after such termination of
employment, but not later than the expiration date of the
option, may exercise the option to the extent that the option
was exercisable by the optionee on the date of termination of
employment or death, as the case may be.
(g) RIGHTS AS SHAREHOLDER. The optionee shall have no rights as
a shareholder with respect to any shares covered by the option until the
date of issuance of a stock certificate to the optionee for such shares.
(h) EXERCISE OF OPTION. Exercise of an option in any manner
shall result in a decrease in the number of shares of common stock of
the Company thereafter available under the Plan by the number of shares
as to which the option is exercised.
9. STOCK DIVIDENDS; STOCK SPLITS; STOCK COMBINATIONS;
RECAPITALIZATIONS. Appropriate adjustment shall be made in the maximum number of
shares of common stock subject to the Plan and in the number, kind, and option
price of shares covered by outstanding options granted hereunder to give effect
to any stock dividends or other distributions, stock splits, stock combinations,
recapitalizations, and other similar changes in the capital structure of the
Company after the Plan Effective Date.
10. MERGER; SALE OF ASSETS; DISSOLUTION. In the event of a change of the
common stock resulting from a merger or similar reorganization as to which the
Company is the surviving corporation, the number and kind of shares which
thereafter may be optioned and sold under the Plan and the number and kind of
shares then subject to options granted hereunder and the price per share thereof
shall be appropriately adjusted in such a manner as the Stock Option Committee,
in its sole discretion, may deem equitable to prevent substantial dilution or
enlargement of the rights available or granted hereunder. In the event of a
merger or similar reorganization which the Company does not survive, or a sale
of all or substantially all of the assets of the Company, the Company shall
repurchase, at the effective date of the merger, reorganization, or sale, all of
the Shares remaining unexercised under options granted and then outstanding
under the Plan at a purchase price equal to the difference between the exercise
price of the Shares and the fair market value of the Shares, as determined by
the Company in its sole discretion, and options under the Plan shall terminate
at such time.
3
<PAGE> 5
11. TERMINATION OR AMENDMENT OF THE PLAN. The Board of Directors may
terminate at any time the Plan or make such changes in or additions to the Plan
as it deems advisable without further action on the part of the shareholders of
the Company; provided:
(a) that no such termination or amendment shall adversely affect
or impair any then outstanding option without the consent of the
optionee holding such option;
(b) that any such amendment which increases the number of shares
subject to the Plan (other than as a result of a stock dividend, stock
split, stock combination, or recapitalization under Section 9) shall be
subject to approval by shareholders of the Company within one (1) year
from the effective date of such amendment and shall be null and void if
such approval is not obtained; and
(c) that in no event shall any amendment be made to the Plan
which would cause the options granted hereunder to fail to qualify as
incentive stock options under the Code.
12. EFFECT OF THE PLAN ON THE EMPLOYMENT RELATIONSHIP. The establishment
of the Plan in no way, now or hereafter, shall reduce, enlarge, or modify the
employment relationship between the Company and the optionee. Nothing contained
in the Plan shall be construed as conferring upon any optionee any right to
continue in the employ of the Company.
13. DEFINITIONS.
(a) The term "key associates" means those executive,
administrative, operational, or managerial employees of the Company, or
any subsidiary thereof, who are determined by the Stock Option Committee
to be eligible for options under the Plan.
(b) The term "optionee" means a key associate to whom an option
is granted under the Plan or, in the event of a transfer pursuant to
Section 8(e), the optionee's estate, personal representative, or
beneficiary, as the case may be.
(c) The term "parent" shall have, for purposes of the Plan, the
meaning ascribed to it under Section 425(e) of the Code.
(d) The term "subsidiary" shall have, for purposes of the Plan,
the meaning ascribed to it under Section 425(f) of the Code.
4
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EXHIBIT A
ISO NO._____
CHECKFREE HOLDINGS CORPORATION
STOCK OPTION AGREEMENT
UNDER THE
AMENDED AND RESTATED
1983 INCENTIVE STOCK OPTION PLAN
--------------------------------
CHECKFREE HOLDINGS CORPORATION (the "Company") hereby grants,
effective ______________, 199_ (the "Effective Date")___________________________
to (the "Optionee") an option to purchase a maximum of _______________ shares of
its Common Stock, $.01 par value, (the "Shares"), at a price of ________________
Dollars ($_____) per share, subject to the following:
1. RELATIONSHIP TO THE PLAN. This option is granted pursuant to
the Company's Amended and Restated 1983 Incentive Stock Option Plan, a copy of
which is attached as Exhibit A hereto (the "Plan"), and is in all respects
subject to the terms, conditions, and definitions of the Plan. The Optionee
hereby accepts this option subject to all the terms and provisions of the Plan
(including without limitation provisions relating to non-transferability,
termination of the option, adjustment of the number of shares subject to the
option, and the exercise price of the option). The Optionee further agrees that
all decisions under and interpretations of the Plan by the Stock Option
Committee (the "Committee") established under the Plan and as from time to time
constituted shall be final, binding, and conclusive upon the Optionee and his or
her heirs.
2. VESTING AND TIME OF EXERCISE. This option may not be
exercised prior to the first anniversary of the Effective Date. It thereafter
may be exercised, from time to time, in full or in part, by the Optionee based
upon the number of full years the Optionee has served as an employee of the
Company (the "Vested Percentage") and shall remain exercisable (subject to the
provisions herein and the Plan) until it has been exercised as to all of the
Shares or the sixth anniversary of the Effective Date, whichever occurs first.
The Optionee shall be entitled to exercise this option to the extent of the
percentage of, and not to exceed in the aggregate, the maximum number of the
Shares, based upon the Vested Percentage, from time to time, which shall be
determined in accordance with the following schedule:
FULL YEARS OF EMPLOYMENT VESTED PERCENTAGE
1 20%
2 40%
3 60%
4 80%
5 100%
Notwithstanding the foregoing, this option may not be exercised if, in the
opinion of counsel for the Company, the issuance of the Shares pursuant hereto,
either alone or in combination with the issuance with other securities by the
Company, would constitute a violation of applicable federal or state securities
laws or regulations or orders thereunder. In the event this option otherwise may
not be exercised by reason of the foregoing sentence, the Company shall use its
best efforts to register said Shares with the Securities and Exchange Commission
on Form S-8 (or successor form) as soon as practicable after said form may be
used
5
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by the Company and, concurrently therewith, to take such steps as may be
necessary to comply with applicable state securities laws in connection with
such issuance.
3. METHODS OF EXERCISE. This option shall be exercisable by a
written notice in the form adopted by the Committee which specifies the number
of the Shares to be purchased. Upon receipt of payment for the Shares the
Company thereafter will deliver or cause to be delivered to the Optionee (or if
any other individual or individuals are exercising this option, to such
individual or individuals) at the office of the Company, a certificate or
certificates for the number of the Shares with respect to which this option is
being exercised, registered in the name or names of the individual or
individuals exercising the option, provided, however, that if any law or
regulation or order of the Securities and Exchange Commission or any other body
having jurisdiction in the premises shall require the Company or Optionee (or
other individual or individuals exercising this option) to take any action in
connection with the Shares then being purchased, the delivery of the certificate
or certificates for the Shares shall be delayed for the period necessary to take
and complete such action.
4. PURCHASE FOR INVESTMENT. This option is granted on the
condition that the purchase of the Shares shall be for the account of the
Optionee (or other individual or individuals exercising this option) for
investment purposes and not with a view of resale or distribution, except that
such condition shall be inoperative if the offering of the Shares is registered
under the Securities Act of 1933, or if in the opinion of counsel for the
Company the Shares may be resold without registration. At the time of any
exercise of the option, the Optionee (or other individual or individuals
exercising this option) will execute such further agreements as the Company may
require to implement the foregoing condition and to acknowledge the Optionee's
(or such other individual's) familiarity with restrictions on the resale of the
Shares under applicable securities laws.
5. NOTICE OF DISPOSITION OF SHARES. The Optionee or any other
individual or individuals who may exercise this option will notify the Company
within seven (7) days in the event of any disposition of any Shares of stock
acquired on the exercise hereof within either (i) two (2) years after the
Effective Date, or (ii) one (1) year after the exercise of this option.
6. OPTION TO PURCHASE UPON TERMINATION OF EMPLOYMENT OR DEATH.
Upon the termination of the Optionee's employment with the Company, whether such
termination be voluntary or involuntary and for whatever cause, or upon the
death of the Optionee, the Company shall have the option to purchase the Shares,
now owned or hereafter acquired by the Optionee, and to which the Optionee shall
be entitled. The Company within sixty (60) days of the Optionee's termination or
death, at its option, may give notice of its election to purchase, in whole or
in part, the Shares then owned by the Optionee. The Company shall exercise its
election to purchase by giving notice thereof to the Optionee or the legal
representative of the Optionee's estate. Such notice shall specify the number of
the Shares to be purchased and the date for the closing of the purchase which
shall be not more than sixty (60) days after the date of the giving of such
notice.
The purchase price of the Shares to be purchased hereunder
because of the termination or death of the Optionee shall be the price set forth
in Section 8 below. The closing shall take place at the principal office of the
Company and the purchase price shall be paid as set forth in Section 9 below.
7. OPTION TO PURCHASE UPON TRANSFER. The Optionee shall not
transfer or encumber the Shares, in whole or in part, to any person, firm, or
corporation without the prior written consent of the Company and only thereafter
if the Optionee shall have first made the offer to sell the Shares to the
Company as hereinafter described and such offer shall not have been accepted.
(a) OFFER BY THE OPTIONEE - The offer shall be given to the
Company and shall consist of an offer to sell all of the Shares owned by
the Optionee intended to be transferred or encumbered,
6
<PAGE> 8
to which shall be attached a statement of intention to transfer or
encumber, as the case may be, the name and address of such prospective
purchaser or lienor, the number of shares involved in the proposed
transfer or encumbrance, and the terms of such transfer or encumbrance.
(b) ACCEPTANCE OF OFFER - Within sixty (60) days after the
receipt of such offer, the Company, at its option, may elect to
purchase, in whole or in part, the Shares on either the same terms as
those offered to the prospective purchaser or lienor, or upon the terms
as set forth in Section 8 below. The Company shall exercise its election
to purchase by giving notice thereof to the Optionee. Such notice shall
specify a date for the closing of the purchase which shall be not more
than sixty (60) days after the date of the giving of such notice.
(c) RELEASE FROM RESTRICTION - If the offer to sell to the
Company is not accepted, the Optionee may make a bona fide transfer or
encumbrance to the prospective purchaser or lienor named in the
statement attached to the offer, such sale or encumbrance to be made
only in strict accordance with the terms therein stated. However, if the
Optionee shall fail to make such transfer or encumbrance within thirty
(30) days following the expiration of the time herein provided for the
election by the Company, such Shares shall again be subject to all the
restrictions of this Agreement.
8. PURCHASE PRICE. The purchase price of the Shares to be
purchased hereunder because of the termination of employment or death of the
Optionee, as set forth under Section 6, or because of the Company exercising its
right to purchase the Shares upon the terms set forth herein, as set forth under
Section 7, shall be the fair market value of the Shares. "Fair market value" of
the Shares as used in this Section 8 shall be determined as follows:
(a) If there is a public market for the common stock of the
Company, the fair market value of the Shares shall be the lowest closing
bid price on the date of the Company's election or, if no trades are
made on such date, the most recent trade date prior thereto.
(b) If there is no public market for the common stock of the
Company, the fair market value shall be the price mutually agreed upon
by the Company and the Optionee or the Optionee's legal representative.
(c) If there is no public market for the common stock of the
Company and the parties cannot mutually agree upon a price within
forty-five (45) days following the date on which the Company accepts the
offer, the fair market value of the Shares shall be determined as
follows: The Company or the Optionee or the Optionee's legal
representative shall each select an appraiser. These two appraisers
shall select a third appraiser. The three appraisers shall determine a
price per share which represents the fair market value. If the three
appraisers cannot agree, the average of the three appraisers shall
control. All costs of such appraisal shall be borne equally by the
Company and the Optionee or the Optionee's estate.
9. PAYMENT OF PURCHASE PRICE. The purchase price to be paid in
the event the Company exercises its option to purchase the Shares pursuant to
Section 6 or Section 7 (if upon the terms set forth herein) shall be paid in
five (5) equal successive annual installments commencing sixty (60) days after
the closing of the purchase of the Shares, which shall be evidenced by the
delivery of a negotiable promissory note (the "Note") from the Company payable
to the order of the Optionee, or the legal representative of the Optionee's
estate. The Note shall bear interest at the rate of ten percent (10%) per annum
and the Company shall have the right to prepay the Note at any time without
penalty. Notwithstanding the foregoing, the Company's minimum annual installment
payable under the Note shall be the lesser of Ten Thousand Dollars ($10,000) or
the total amount then due under the Note. Upon the delivery of the Note to the
Optionee, the Optionee or the legal representative of the Optionee's estate
shall assign and deliver to the Company the certificates for the Shares.
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<PAGE> 9
10. ENDORSEMENT ON STOCK CERTIFICATE. In addition to any other
legends, the certificate for the Shares shall bear the following legend in
conspicuous type:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST
REFUSAL OPTION GRANTED TO THE COMPANY PURSUANT TO A STOCK OPTION
AGREEMENT DATED THE ____ DAY OF _____________, 19__.
11. TERMINATION OF OPTION TO PURCHASE. The Company's options to
purchase the Shares under Sections 6 and 7 of this Agreement shall terminate 90
days after the effective date that the Company is required, with respect to its
Common Stock, $.01 par value, to file periodic reports with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended.
12. GENERAL. This Stock Option Agreement shall be construed as a
contract under the laws of the State of Ohio. It may be executed in several
counterparts, all of which shall constitute one agreement. It shall bind and,
subject to the terms of the Plan, benefit the parties and their respective
successors, assigns, and legal representatives.
IN WITNESS WHEREOF, the Company and the Optionee have caused
this Agreement to be executed as of the date first written above.
CHECKFREE HOLDINGS CORPORATION
By
--------------------------
Its
-------------------------
OPTIONEE:
-----------------------------
8
<PAGE> 1
CHECKFREE HOLDINGS CORPORATION
-------------------------------
Exhibit 5
-------------------------------
<PAGE> 2
PORTER, WRIGHT, MORRIS & ARTHUR
41 South High Street
Columbus, Ohio 43215
(614) 227-2096
January 5, 1998
CheckFree Holdings Corporation
4411 East Jones Bridge Road
Norcross, Georgia 30092
Re: Post-Effective Amendment No. 1 to Registration Statement on Form S-8
CheckFree Holdings Corporation Amended and Restated 1983 Incentive
Stock Option Plan, as amended (the "Plan")
Gentlemen:
We have acted as counsel for CheckFree Holdings Corporation, a Delaware
corporation ("CheckFree"), in connection with the preparation of Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (Registration No.
33-98444) (the "Registration Statement"), filed by CheckFree with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), with respect to the adoption of the Plan by CheckFree, pursuant to Rule
414 of the Act, as a successor issuer of CheckFree Corporation.
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 issued
under the Plan 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
CHECKFREE HOLDINGS CORPORATION
----------------------------------
Exhibit 23(b)
----------------------------------
<PAGE> 2
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement No. 33-98444 of CheckFree Holdings Corporation on Form
S-8 of our report dated August 8, 1997, except for Note 17 as to which date is
August 29, 1997, appearing in the Annual Report on Form 10-K of CheckFree
Holdings Corporation, as successor issuer to CheckFree Corporation, for the year
ended June 30, 1997.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
January 5, 1998
<PAGE> 1
CHECKFREE HOLDINGS CORPORATION
----------------------------------
Exhibit 24
----------------------------------
<PAGE> 2
POWER OF ATTORNEY
-----------------
Each of the undersigned officers and directors of CheckFree Holdings
Corporation (the "Corporation") 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
"Commission"), the Corporation's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (the "Registration Statement"), pursuant to
Rule 414 of the Securities Act of 1933, as amended (the "Securities Act"), for
the purpose of adopting the predecessor corporation's registration statement on
Form S-8 filed with the Securities and Exchange Commission on October 20, 1995,
as amended (Registration No. 33-98444), registering under the Securities Act
672,696 authorized and unissued shares of the Common Stock, $.01 par value, of
the Corporation to be sold and distributed by the Corporation pursuant the
Corporation's 1983 Amended and Restated Incentive Stock Option 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 to such attorneys in
fact, and to each of them, full power and authority to do and perform in the
name and on behalf of each of the undersigned, and 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 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, the undersigned have signed these presents this
22nd day of December, 1997.
/s/ Peter J. Kight Chairman of the Board of Directors, President
- ------------------------------ and Chief Executive Officer
Peter J. Kight
/s/ Mark A. Johnson Vice Chairman, Corporate Development and
- ------------------------------ Marketing Director
Mark A. Johnson
/s/ James S. Douglass Executive Vice President, Chief Financial
- ------------------------------ Officer and Treasurer
James S. Douglass
/s/ Gary A. Luoma, Jr. Vice President, Chief Accounting Officer and
- ------------------------------ Assistant Secretary
Gary A. Luoma, Jr.
/s/ George R. Manser Director
- ------------------------------
George R. Manser
/s/ Eugene F. Quinn Director
- ------------------------------
Eugene F. Quinn
/s/ Jeffrey M. Wilkins Director
- ------------------------------
Jeffrey M. Wilkins
/s/ William P. Boardman Director
- ------------------------------
William P. Boardman
