0001193125-20-282426.txt : 20201030 0001193125-20-282426.hdr.sgml : 20201030 20201030150059 ACCESSION NUMBER: 0001193125-20-282426 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20201030 DATE AS OF CHANGE: 20201030 EFFECTIVENESS DATE: 20201030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISERV INC CENTRAL INDEX KEY: 0000798354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 391506125 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-145599 FILM NUMBER: 201276873 BUSINESS ADDRESS: STREET 1: 255 FISERV DR STREET 2: PO BOX 979 CITY: BROOKFIELD STATE: WI ZIP: 53045 BUSINESS PHONE: 4148795000 MAIL ADDRESS: STREET 1: 255 FISERV DRIVE CITY: BROOKFIELD STATE: WI ZIP: 53045 S-8 POS 1 d41664ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on October 30, 2020

Registration No. 333-145599

 

 

 

UNITED STATES

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

 

 

FISERV, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Wisconsin   39-1506125

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

255 Fiserv Drive

Brookfield, Wisconsin

  53045
(Address of Principal Executive Offices)   (Zip Code)

401(k) Savings Plan of Fiserv, Inc. and Its Participating Subsidiaries

(Full Title of the Plan)

with a copy to:

 

Robert W. Hau   John K. Wilson
Chief Financial Officer and Treasurer   Foley & Lardner LLP
Fiserv, Inc.   777 East Wisconsin Avenue
255 Fiserv Drive   Milwaukee, Wisconsin 53202
Brookfield, Wisconsin 53045   (414) 271-2400
(262) 879-5000  
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)  

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark whether the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 


DEREGISTRATION OF SECURITIES

Registration Statement No. 333-145599 on Form S-8 (the “Registration Statement”) covered shares of common stock, par value $0.01 per share (the “Common Stock”), of Fiserv, Inc., a Wisconsin corporation (the “Company”), to be offered and sold to participants in the 401(k) Savings Plan of Fiserv, Inc. and Its Participating Subsidiaries (the “ Original Plan”), as well as interests in the Original Plan to be offered or sold pursuant to the Original Plan.

On August 5, 2020, the Original Plan was merged (the “Merger”) into the Fiserv 401(k) Savings Plan (the “Successor Plan”). Following the Merger, no further offers or sales of Common Stock or Plan interests will be made under the Original Plan, and this post-effective amendment is being filed to terminate the offering of all securities pursuant to the Registration Statement.

Accordingly, the Company and the Successor Plan (acting as the successor to the Original Plan) are hereby, by means of this post-effective amendment to the Registration Statement, terminating the effectiveness of, and the offering under, the Registration Statement and, pursuant to the undertakings contained in Part II of the Registration Statement, removing any securities registered under the Registration Statement that remained unsold at the termination of the offering.

This post-effective amendment does not deregister the shares of Common Stock and associated plan interests registered with respect to the Successor Plan on Registration Statement No. 333-235769.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

Exhibit Index

 

Exhibit
Number

  

Description

24    Powers of Attorney of Directors of Fiserv, Inc.

 

2


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-145599 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brookfield, State of Wisconsin, on October 30, 2020.

 

FISERV, INC.
By:   /s/ Frank J. Bisignano
Name:   Frank J. Bisignano
Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-145599 has been signed by the following persons in the capacities indicated on October 30, 2020.

 

Signature

    

Title

/s/ Frank J. Bisignano

Frank J. Bisignano

    

President and Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Robert W. Hau

Robert W. Hau

    

Chief Financial Officer and Treasurer

(Principal Financial Officer)

/s/ Kenneth F. Best

Kenneth F. Best

    

Chief Accounting Officer

(Principal Accounting Officer)

/s/ Jeffery W. Yabuki

Jeffery W. Yabuki

     Executive Chairman and Director

*

Alison Davis

     Director

*

Henrique de Castro

     Director

*

Harry F. DiSimone

     Director

*

Dennis F. Lynch

     Director

*

Heidi G. Miller

     Director

*

Scott C. Nuttall

     Director

*

Denis J. O’Leary

     Director

*

Doyle R. Simons

     Director

 

*  By:

  /s/ Robert W. Hau
 

Robert W. Hau

Attorney-in-Fact

October 30, 2020

 

S-1


Pursuant to the requirements of the Securities Act of 1933, as amended, the administrator of the Fiserv 401(k) Savings Plan, as successor to the 401(k) Savings Plan of Fiserv, Inc. and its Participating Subsidiaries, has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-145599 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brookfield, State of Wisconsin, on October 30, 2020.

 

FISERV 401(K) SAVINGS PLAN, AS SUCCESSOR TO THE 401(K) SAVINGS PLAN OF FISERV, INC. AND ITS PARTICIPATING SUBSIDIARIES
By:   Fiserv Solutions, LLC
  By:   /s/ Robert W. Hau
  Name:   Robert W. Hau
  Title   Vice President and Treasurer

 

S-2

EX-24 2 d41664dex24.htm EX-24 EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Jeffery W. Yabuki, Chairman of the Board and Chief Executive Officer, Robert W. Hau, Chief Financial Officer and Treasurer, and Lynn S. McCreary, Chief Legal Officer and Secretary, and each of them individually, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign the undersigned’s name as a director of Fiserv, Inc. to a Post-Effective Amendment to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 21, 2007 (File No. 333-145599) to register shares under the 401(k) Savings Plan of Fiserv, Inc. and Its Participating Subsidiaries, to make any amendment thereto, or to deregister any securities registered thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 1st day of April, 2020.

 

/s/ Alison Davis
Alison Davis


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Jeffery W. Yabuki, Chairman of the Board and Chief Executive Officer, Robert W. Hau, Chief Financial Officer and Treasurer, and Lynn S. McCreary, Chief Legal Officer and Secretary, and each of them individually, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign the undersigned’s name as a director of Fiserv, Inc. to a Post-Effective Amendment to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 21, 2007 (File No. 333-145599) to register shares under the 401(k) Savings Plan of Fiserv, Inc. and Its Participating Subsidiaries, to make any amendment thereto, or to deregister any securities registered thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 1st day of April, 2020.

 

/s/ Henrique de Castro
Henrique de Castro


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Jeffery W. Yabuki, Chairman of the Board and Chief Executive Officer, Robert W. Hau, Chief Financial Officer and Treasurer, and Lynn S. McCreary, Chief Legal Officer and Secretary, and each of them individually, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign the undersigned’s name as a director of Fiserv, Inc. to a Post-Effective Amendment to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 21, 2007 (File No. 333-145599) to register shares under the 401(k) Savings Plan of Fiserv, Inc. and Its Participating Subsidiaries, to make any amendment thereto, or to deregister any securities registered thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 1st day of April, 2020.

 

/s/ Harry F. DiSimone
Harry F. DiSimone


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Jeffery W. Yabuki, Chairman of the Board and Chief Executive Officer, Robert W. Hau, Chief Financial Officer and Treasurer, and Lynn S. McCreary, Chief Legal Officer and Secretary, and each of them individually, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign the undersigned’s name as a director of Fiserv, Inc. to a Post-Effective Amendment to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 21, 2007 (File No. 333-145599) to register shares under the 401(k) Savings Plan of Fiserv, Inc. and Its Participating Subsidiaries, to make any amendment thereto, or to deregister any securities registered thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 1st day of April, 2020.

 

/s/ Dennis F. Lynch
Dennis F. Lynch


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Jeffery W. Yabuki, Chairman of the Board and Chief Executive Officer, Robert W. Hau, Chief Financial Officer and Treasurer, and Lynn S. McCreary, Chief Legal Officer and Secretary, and each of them individually, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign the undersigned’s name as a director of Fiserv, Inc. to a Post-Effective Amendment to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 21, 2007 (File No. 333-145599) to register shares under the 401(k) Savings Plan of Fiserv, Inc. and Its Participating Subsidiaries, to make any amendment thereto, or to deregister any securities registered thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 1st day of April, 2020.

 

/s/ Heidi G. Miller
Heidi G. Miller


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Jeffery W. Yabuki, Chairman of the Board and Chief Executive Officer, Robert W. Hau, Chief Financial Officer and Treasurer, and Lynn S. McCreary, Chief Legal Officer and Secretary, and each of them individually, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign the undersigned’s name as a director of Fiserv, Inc. to a Post-Effective Amendment to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 21, 2007 (File No. 333-145599) to register shares under the 401(k) Savings Plan of Fiserv, Inc. and Its Participating Subsidiaries, to make any amendment thereto, or to deregister any securities registered thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 1st day of April, 2020.

 

/s/ Scott C. Nuttall
Scott C. Nuttall


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Jeffery W. Yabuki, Chairman of the Board and Chief Executive Officer, Robert W. Hau, Chief Financial Officer and Treasurer, and Lynn S. McCreary, Chief Legal Officer and Secretary, and each of them individually, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign the undersigned’s name as a director of Fiserv, Inc. to a Post-Effective Amendment to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 21, 2007 (File No. 333-145599) to register shares under the 401(k) Savings Plan of Fiserv, Inc. and Its Participating Subsidiaries, to make any amendment thereto, or to deregister any securities registered thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 1st day of April, 2020.

 

/s/ Denis J. O’Leary
Denis J. O’Leary


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Jeffery W. Yabuki, Chairman of the Board and Chief Executive Officer, Robert W. Hau, Chief Financial Officer and Treasurer, and Lynn S. McCreary, Chief Legal Officer and Secretary, and each of them individually, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign the undersigned’s name as a director of Fiserv, Inc. to a Post-Effective Amendment to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 21, 2007 (File No. 333-145599) to register shares under the 401(k) Savings Plan of Fiserv, Inc. and Its Participating Subsidiaries, to make any amendment thereto, or to deregister any securities registered thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 1st day of April, 2020.

 

/s/ Doyle R. Simons
Doyle R. Simons