-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IaXPhcKsKjjafEodvaV0CopMS1R3CyUOKTj3dkmI4zsABvVl8Fr1Kfcp7o8fZph8 pBbE4KJqNUrkLQEBw7SIKg== 0000950131-96-006337.txt : 19961217 0000950131-96-006337.hdr.sgml : 19961217 ACCESSION NUMBER: 0000950131-96-006337 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961216 EFFECTIVENESS DATE: 19961216 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONEYGRAM PAYMENT SYSTEMS INC CENTRAL INDEX KEY: 0001005730 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 841327808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-17939 FILM NUMBER: 96681247 BUSINESS ADDRESS: STREET 1: 7401 W MANSFIELD AVE CITY: LAKEWOOD STATE: CO ZIP: 80235 BUSINESS PHONE: 3034888000 MAIL ADDRESS: STREET 1: 7401 W MANSFIELD AVE CITY: LAKEWOOD STATE: CO ZIP: 80235 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on December 16, 1996 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 --------------------- MoneyGram Payment Systems, Inc. (Exact name of registrant as specified in its charter) Delaware 84-1327808 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7401 West Mansfield Avenue 80235 Lakewood, Colorado (Zip Code) (Address of principal executive offices) MoneyGram Payment Systems, Inc. 1996 Stock Option Plan 1996 Broad-Based Stock Option Plan (Full title of the plans) Andrea M. Kenyon Copy to: Secretary and General Counsel Jim L. Kaput MoneyGram Payment Systems, Inc. Sidley & Austin 7401 West Mansfield Avenue One First National Plaza Lakewood, Colorado 80235 Chicago, Illinois 60603 (303) 716-6800 (312) 853-7000 (Name, address, and telephone number, including area code, of agent for service) ---------------------------- CALCULATION OF REGISTRATION FEE
======================================================================================= Proposed Proposed Amount maximum maximum Title of to be offering aggregate Amount of Securities to be registered(1) price per offering registration fee registered share(2) price - ---------------------------------------------------------------------------------------- Common Stock, 1,162,575 shares $12.00 $14,451,460(2) $4,380 $.01 par value 37,425 shares $13.375 ========================================================================================
(1) This registration statement also covers an indeterminate number of shares as may become issuable because of the provisions of the Plans relating to adjustments for changes resulting from stock dividends, stock splits and similar changes. (2) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(h) under the Securities Act of 1933, based upon (i) as to options to purchase 1,162,575 shares of Common Stock, a $12.00 purchase price per share and (ii) as to 37,425 shares of Common Stock, the average of the high and low sale price of the Common Stock of the Registrant on the New York Stock Exchange on December 11, 1996. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") by MoneyGram Payment Systems, Inc. (the "Company") are incorporated herein by reference: (a) The Company's Prospectus, dated December 11, 1996, as part of Amendment No. 6 to the Registration Statement (Form S-1 No. 333-228) filed under the Securities Act of 1933, as amended (the "Securities Act of 1933"); (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1995; and (c) The description of the Common Stock, par value $.01 per share, of the Company which is contained in a registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law ("DGCL") empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred. In accordance with Section 102(b)(7) of the DGCL, the Company's Certificate of Incorporation provides that directors shall not be personally liable for monetary damages for breaches of their fiduciary duty as directors except for (i) breaches of their duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law, (iii) certain transactions under Section 174 of the DGLC (unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) transactions from which a director derives an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any actions involving gross negligence. The Certificate of Incorporation and the By-laws of the Company provide for indemnification of the Company's officers and directors to the fullest extent permitted by applicable law, except that the By-laws provide that the Company is required to indemnify an officer or director in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Company. In addition, the Company maintains insurance policies which provide coverage for its officers and directors in certain situations where the Company cannot directly indemnify such officers or directors. Pursuant to Section 145 of the DGCL and the Certificate of Incorporation and the By-laws of the Company, the Company maintains directors' and officers' liability insurance coverage. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit No. Description - ------- ----------- 4(a) Certificate of Incorporation of the Company, as amended (incorporated by reference to Registration Statement on Form S-1 (File No. 333-228), Exhibit 3.1). 4(b) By-laws of the Company (incorporated by reference to Registration Statement on Form S-1 (File No. 333-228), Exhibit 3.2). 5 Opinion of Sidley & Austin. 15(a) Letter from Ernst & Young LLP re: unaudited interim financial information. 23(a) Consent of Ernst & Young LLP. 23(b) Consent of Sidley & Austin (contained in Exhibit 5 hereto). 24 Powers of Attorney (included on signature page). Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to the 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 was registered) and any deviation from the low or high end of 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 represent no more than a 20 percent change in the II-2 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 (a)(1)(i) and (a)(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 with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act 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 remained unsold at the termination of the offering. (b) 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 Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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. (c) 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 Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 SIGNATURES The Registrant. 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 New York, State of New York on this 16th day of December, 1996. MoneyGram Payment Systems, Inc. By: /s/ James F. Calvano -------------------------------------------- James F. Calvano Chairman of the Board of Directors and Chief Executive Officer POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of MoneyGram Payment Systems, Inc. hereby severally constitute and appoint James F. Calvano, John M. Fowler and Andrea M. Kenyon, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all pre-effective and post-effective amendments to this registration statement, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission. 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(s) Date --------- -------- ---- /s/ James F. Calvano Chairman of the Board of Directors and Chief 12/16/96 - ------------------------------- James F. Calvano Executive Officer (Principal Executive Officer) /s/ Robbin L. Ayers Director and Executive Vice President 12/16/96 - ------------------------------- Robbin L. Ayers /s/ John M. Fowler Director and Executive Vice President and Chief 12/16/96 - ------------------------------- John M. Fowler Financial Officer (Principal Financial and Accounting Officer) /s/ Brian J. Fitzpatrick Director 12/16/96 - ------------------------------- Brian J. Fitzpatrick /s/ William D. Guth Director 12/16/96 - ------------------------------- William D. Guth /s/ Sanford Miller Director 12/16/96 - ------------------------------- Sanford Miller
II-4 EXHIBIT INDEX -------------
Exhibit Number Description of Exhibit - ------ ---------------------- 4(a) Certificate of Incorporation of the Company, as amended (incorporated by reference to Registration Statement on Form S-1 (File No. 333-228), Exhibit 3.1). 4(b) By-laws of the Company (incorporated by reference to Registration Statement on Form S-1 (File No. 333-228), Exhibit 3.2). 5* Opinion of Sidley & Austin. 15(a)* Letter from Ernst & Young LLP re: unaudited interim financial information. 23(a)* Consent of Ernst & Young LLP. 23(b)* Consent of Sidley & Austin (contained in Exhibit 5 hereto). 24* Powers of Attorney (included on signature page).
- ------------------------ *Filed herewith II-5 EX-5 2 OPINION OF SIDLEY & AUSTIN Exhibit 5 [LETTERHEAD OF SIDLEY & AUSTIN APPEARS HERE] December 16, 1996 MoneyGram Payment Systems, Inc. 7401 West Mansfield Avenue Lakewood, Colorado 80235 Re: MoneyGram Payment Systems, Inc. Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: We have acted as counsel for MoneyGram Payment Systems, Inc., a Delaware corporation (the "Company"), in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of an aggregate of 1,200,000 shares of common stock, par value $.01 per share, of the Company (the "New Shares") to be offered to participants in the Company's 1996 Stock Option Plan (the "Stock Option Plan") and the Company's 1996 Broad-Based Stock Option Plan (together with the Stock Option Plan, the "Plans"). We are familiar with the Certificate of Incorporation and the By-laws of the Company and all amendments thereto and resolutions of the Board of Directors and the sole stockholder of the Company relating to the Plans and the Registration Statement. In this connection, we have examined originals, or copies of originals certified or otherwise identified to our satisfaction, of such records of the Company and other corporate documents, have examined such questions of law and have satisfied ourselves as to such matters of fact as we have considered relevant and necessary as a basis for the opinions set forth herein. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for our examination. Based upon the foregoing, we are of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. [LETTERHEAD OF SIDLEY & AUSTIN APPEARS HERE] MoneyGram Payment Systems, Inc. December 16, 1996 Page 2 2. Each New Share issued pursuant to either Plan will be legally issued, fully paid and nonassessable when (i) the Registration Statement shall have become effective under the Securities Act; (ii) such New Share shall have been duly issued and sold in the manner contemplated by the applicable Plan; and (iii) a certificate representing such New Share shall have been duly executed, countersigned and registered and delivered to the purchaser thereof upon payment of the agreed consideration therefor (but not less than the par value thereof) in accordance with the terms of the applicable Plan. We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states or the District of Columbia to the sale of the New Shares. This opinion is limited to the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons from whom consent is required by Section 7 of the Securities Act or the related rules promulgated by the Securities and Exchange Commission. Very truly yours, Sidley & Austin EX-15.A 3 LETTER FROM ERNST & YOUNG Exhibit 15(a) December 16, 1996 The Board of Directors of MoneyGram Payment Systems, Inc. We are aware of the incorporation by reference in the Registration Statement on Form S-8 of MoneyGram Payment Systems, Inc. of our report dated October 16, 1996 (except as to Note 2, as to which the date is December 10, 1996) relating to the unaudited interim financial statements of MoneyGram Payment Systems, Inc. included in Amendment No. 6 to the Registration Statement on Form S-1 (No. 333- 228) and related Prospectus filed with the Securities and Exchange Commission. Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. Ernst & Young LLP EX-23.A 4 CONSENT OF ERNST & YOUNG Exhibit 23(a) Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 of MoneyGram Payment Systems, Inc. for the registration of 1,200,000 shares of its common stock pertaining to its 1996 Stock Option Plan and 1996 Broad-Based Stock Option Plan of our report dated February 2, 1996 (except as to Notes 1 and 9, as to which the date is December 10, 1996) with respect to the financial statements of MoneyGram Payment Systems, Inc. included in Amendment No. 6 to the Registration Statement on Form S-1 (No. 333-228) and related Prospectus filed with the Securities and Exchange Commission. Ernst & Young LLP Denver, Colorado December 16, 1996 -----END PRIVACY-ENHANCED MESSAGE-----