AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2004
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MONEYGRAM INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 16-1690064
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1550 UTICA AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55416
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(Address of principal executive offices) (Zip code)
MONEYGRAM INTERNATIONAL, INC. 2004 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
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TERESA H. JOHNSON
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
MONEYGRAM INTERNATIONAL, INC.
1550 UTICA AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55416
(Name and Address of Agent for Service)
(952) 591-3000
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED (NO. OF SHARES) PER SHARE (2) OFFERING PRICE FEE
(1)
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Common Stock, par value $.01 per
share (and associated
Preferred Share Purchase
Rights) ................... 7,811,134 $20.11 $157,081,904 $19,902
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(1) Represents the maximum number of shares that may currently be issued under
the Registrant's 2004 Omnibus Incentive Plan. The number of shares being
registered is subject to adjustment to prevent dilution resulting from
stock splits, stock dividends or other similar transactions.
(2) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(c) and (h)(1), based on the average of the high and low prices
of the Registrant's Common Stock on June 28, 2004, as reported on the New
York Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing the information specified in Part I of
Form S-8 will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). These
documents are not being filed with or included in this Registration Statement
(by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents, which have been filed by MoneyGram
International, Inc. (hereinafter the "Company" or the "Registrant") with the
Commission pursuant to the Securities Act, are incorporated by reference herein
and shall be deemed to be a part hereof:
(a) the Registrant's Registration Statement on Form 10
(File No. 001-31950) initially filed on December 29,
2003, as amended (the "Form 10");
(b) the Registrant's current report on Form 8-K (File No.
001-31950) filed on June 17, 2004; and
(c) the description of the Registrant's common stock and
associated preferred share purchase rights contained
in the Form 10, including any amendment or report
filed for the purpose of updating such description.
All other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered hereunder
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents. In this Registration
Statement, the Company refers to these documents, and the documents enumerated
above, as the "incorporated documents."
Any statement contained in an incorporated document will be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed incorporated document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The Registrant is incorporated under the laws of the State of
Delaware. Section 145 of the General Corporation Law of the State of Delaware
provides in relevant part as follows:
A corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
the person in connection with such action, suit or proceeding
if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
A corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good
faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or
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the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court
shall deem proper.
As permitted by Delaware law, the Registrant has included in
its certificate of incorporation a provision to eliminate the personal liability
of its directors for monetary damages for breach of their fiduciary duties as
directors, subject to certain limitations. In addition, its certificate of
incorporation and bylaws provide that the Registrant is required to indemnify
its officers and directors under certain circumstances, including those
circumstances in which indemnification would otherwise be discretionary and the
Registrant is required to advance expenses to its officers and directors as
incurred in connection with proceedings against them for which they may be
indemnified.
The Registrant has procured directors and officers liability
insurance for the benefit of its directors and officers.
In addition, the Registrant has entered into or will enter
into indemnification agreements with each of its directors. These agreements
provide, among other things, that the Registrant must, subject to specified
exceptions:
o indemnify each director to the full extent authorized
or permitted by applicable law;
o maintain insurance policies for the benefit of each
director that are applicable for so long as the
director continues to serve as a director and
thereafter for so long as a director is subject to
any possible or threatened claim or action relating
to the director's service as a director; and
o indemnify each director against all expenses, fines,
fees and amounts paid in settlement incurred by the
director in connection with a threatened, pending or
complete action relating to the director's service as
a director.
In addition, the indemnification agreements provide for procedures for
implementing the indemnities described above, including advancement of expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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See attached Exhibit Index.
ITEM 9. UNDERTAKINGS.
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(a) The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(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 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)(l)(i) and (a)(l)(ii) of this section
do not apply if 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
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report on Form 10-K 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 this 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 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 and
is, therefore,
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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 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, MoneyGram
International, Inc. 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 Minneapolis, and the State of Minnesota, on this
29th date of June, 2004.
MONEYGRAM INTERNATIONAL, INC.
By: /s/ Philip W. Milne
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Name: Philip W. Milne
Title: President & Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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President, Chief Executive
Officer and Director
/s/ Philip W. Milne (Principal Executive Officer) June 29, 2004
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Philip W. Milne
Director, Vice President and
Treasurer
(Principal Financial and
/s/ Ellen M. Ingersoll Accounting Officer) June 29, 2004
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Ellen M. Ingersoll
Director, Vice President and
/s/ Scott E. Sayre Secretary June 29, 2004
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Scott E. Sayre
/s/ Suzanne Pearl Director and Vice President June 29, 2004
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Suzanne Pearl
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EXHIBIT INDEX
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Exhibit No. Description
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4.1 Form of Amended and Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.1 to Amendment
No. 2 to Registrant's Registration Statement on Form 10 (File
No. 001-31950))
4.2 Form of Amended and Restated Bylaws (incorporated herein by
reference to Exhibit 3.2 to Amendment No. 2 to Registrant's
Registration Statement on Form 10 (File No. 001-31950))
4.3 Form of Specimen Certificate for MoneyGram Common Stock
(incorporated herein by reference to Exhibit 4.1 to Amendment
No. 4 to Registrant's Registration Statement on Form 10 (File
No. 001-31950))
4.4 Form of Preferred Share Purchase Rights Agreement between
MoneyGram International, Inc. and Wells Fargo Bank, N.A. as
Rights Agent (incorporated herein by reference to Exhibit 4.2 to
Amendment No. 2 to Registrant's Registration Statement on Form
10 (File No. 001-31950))
4.5 Form of Certificate of Designations of Series A Junior
Participating Preferred Stock (incorporated herein by reference
to Exhibit 4.3 to Amendment No. 2 to Registrant's Registration
Statement on Form 10 (File No. 001-31950)
4.6 Form of MoneyGram International, Inc. 2004 Omnibus Incentive
Plan (incorporated herein by reference to Exhibit 10.4 to
Amendment No. 4 to Registrant's Registration Statement on Form
10 (File No. 001-31950))
5.1 Opinion of Dorsey & Whitney LLP, regarding the due authorization
and valid issuance of the shares of common stock
23.1 Consent of Deloitte and Touche LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)