<PAGE> 1
As filed with the Securities and Exchange Commission on January 9, 1998
Registration No. 333-21799
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
1995 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
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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 Amended and Restated
1995 Stock Option Plan to which this registration statement relates (the "Plan")
shall be known as the CheckFree Holdings Corporation Amended and Restated 1995
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.
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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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C> <C>
/s/ PETER J. KIGHT Chairman of the Board of ) January 5, 1998
- ----------------------------------------- Directors, President, and Chief )
Peter J. Kight Executive Officer )
(Principal Executive Officer) )
)
)
*MARK A. JOHNSON Vice Chairman, Corporate ) January 5, 1998
- ----------------------------------------- Development and Marketing, Director )
Mark A. Johnson )
)
)
*JAMES A. DOUGLASS Executive Vice President, Chief ) January 5, 1998
- ----------------------------------------- Financial Officer and Treasurer )
James S. Douglass (Principal Financial Officer) )
)
)
*GARY A. LUOMA, JR. Vice President, Chief Accounting ) January 5, 1998
- ----------------------------------------- Officer and Assistant Secretary )
Gary A. Luoma, Jr. (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 )
)
)
</TABLE>
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<TABLE>
<S> <C> <C> <C>
)
)
*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
</TABLE>
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Registration No. 333-21799
- --------------------------------------------------------------------------------
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
----------------------
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EXHIBIT INDEX
Exhibit Exhibit
Number Description
- ------ ------------
4(a) Checkfree Holdings Corporation Amended and Restated 1995 Stock
Option Plan (Exhibit 4(a) to Form S-8 Registration Statement
(Reg. No. 33-98446), and incorporated herein by reference).
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 (Exhibit 24 to Form S-8 Registration Statement (Reg.
No. 33-98446), and incorporated herein by reference).
- ---------------------
* Filed with this Registration Statement
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CHECKFREE HOLDINGS CORPORATION
-----------------------
Exhibit 5
-----------------------
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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 1995 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.
333-21799) (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
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EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement No. 333-21799 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
