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 |
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. OLeary |
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
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 undersigneds true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigneds name, place and stead, in any and all capacities, to sign the undersigneds 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 undersigneds true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigneds name, place and stead, in any and all capacities, to sign the undersigneds 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 undersigneds true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigneds name, place and stead, in any and all capacities, to sign the undersigneds 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 undersigneds true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigneds name, place and stead, in any and all capacities, to sign the undersigneds 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 undersigneds true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigneds name, place and stead, in any and all capacities, to sign the undersigneds 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 undersigneds true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigneds name, place and stead, in any and all capacities, to sign the undersigneds 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 undersigneds true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigneds name, place and stead, in any and all capacities, to sign the undersigneds 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. OLeary |
Denis J. OLeary |
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 undersigneds true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigneds name, place and stead, in any and all capacities, to sign the undersigneds 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 |