Edgar Filing: FISERV INC

Registration No. 333-104270
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________

AMENDMENT NO. 2
TO
FORM S-3
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 (I.R.S. Employer Identification No.)
incorporation or organization)
255 Fiserv Drive
Brookfield, Wisconsin 53045
(262) 879-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
____________________________

Kenneth R. Jensen
Senior Executive Vice President,
Chief Financial Officer, Treasurer
and Assistant Secretary
Fiserv, Inc.
255 Fiserv Drive
Brookfield, Wisconsin 53045
(262) 879-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________________

With a copy to:
Benjamin F. Garmer, III
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
(414) 271-2400
____________________________

Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
____________________________

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) of
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
____________________________

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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The information in this prospectus is not complete and may be changed. The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where this offer or sale is not
permitted.

SUBJECT TO COMPLETION, DATED JUNE 20, 2003

PROSPECTUS

678,115 SHARES

FISERV, INC.

COMMON STOCK

This prospectus relates to 678,115 shares of our common stock that we
previously issued in our acquisition of Trewit Inc. The shareholders named in
this prospectus under the heading "Selling Shareholders" may offer and sell this
common stock over time. We will not receive any of the proceeds from the sale of
the common stock.

Our common stock is traded on the Nasdaq National Market under the symbol
"FISV." On June 19, 2003, the closing sale price of our common stock was $35.91
per share.

The selling shareholders may sell their common stock in public or private
transactions at prevailing market prices, at negotiated prices or otherwise.
They may sell the stock directly or through brokers or dealers. Brokers or
dealers may receive discounts or commissions from the selling shareholders,
which will be paid by the selling shareholders.

SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF RISK FACTORS
THAT YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK.

_________________

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

_________________

The date of this prospectus is , 2003.

TABLE OF CONTENTS

Page

The Company................................................................ 2
Risk Factors............................................................... 3
Where You Can Find More Information........................................ 4
Information Incorporated by Reference...................................... 5
Use of Proceeds............................................................ 5
Selling Shareholders....................................................... 6
Dividend Policy............................................................ 6
Description of Capital Stock............................................... 6
Plan of Distribution....................................................... 9
Legal Matters..............................................................11
Experts....................................................................11

_______________

You should rely on the information contained or incorporated by reference
in this prospectus. We have not authorized anyone to provide different
information. This prospectus does not offer to sell or seek an offer to buy
shares of common stock in jurisdictions where offers and sales are not
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or any sale of the common stock.

THE COMPANY

We provide integrated data processing and information management systems to
more than 13,000 financial services providers, including banks, broker-dealers,
credit unions, financial planners and investment advisers, insurance companies
and agents, leasing companies, mortgage lenders and savings institutions. We
operate centers in the United States for full-service financial data processing,
software system development, item processing and check imaging, technology
support and related product businesses. Our operations are principally domestic
and in 2002 international operations constituted approximately 5% of total
processing and services revenues through business support centers in Argentina,
Australia, Canada, Colombia, Indonesia, the Philippines, Puerto Rico, Poland,
Singapore and the United Kingdom.

We were formed in 1984 through the combination of two major regional data
processing firms that began as the data processing operations of their parent
financial institutions. Historically, these firms expanded operations by
developing a range of services for their parent organizations, as well as other
financial institutions. Since our organization, we have grown by developing
highly specialized services and product enhancements, adding new clients and
acquiring firms complementing our organization.

Our headquarters are located at 255 Fiserv Drive, Brookfield, Wisconsin
53045, telephone (262) 879-5000. We were incorporated as a Delaware corporation
in 1984, and reincorporated as a Wisconsin corporation in 1992.

RISK FACTORS

Shareholders, potential investors and other readers should consider the
following risk factors carefully in making any investment decision regarding our
common stock. There may be additional risks and uncertainties that we do not
currently know about or that we currently believe are not material. If any of
the risk factors we face come to pass, there could be a material adverse effect
on our business, financial condition or future results of operations. If that
happens, the trading price of our common stock could decline and a holder of our
common stock could lose a substantial part of his, her or its investment.

Risks Associated with Making and Integrating Our Acquisitions

A major contributor to our growth in revenues and net income since
inception has been our ability to successfully identify, acquire and integrate
similar or complementary businesses on favorable terms. We cannot assure you
that our acquisition program will continue to be as successful as it has been in
the past. Although we have successfully integrated our recent acquisitions, it
is possible that businesses we acquire in the future may perform worse than
expected or prove to be more difficult to integrate and manage than expected. If
we are unable to successfully integrate businesses or if acquired businesses
perform poorly, our business and financial results may suffer. We believe our
strategy of acquiring profitable companies with experienced management and
operating those companies in a decentralized environment mitigates the risk of
integration to a substantial degree. Nevertheless, our acquisition strategy may
have material adverse effects on our business and financial results for a number
of reasons:

o We may not be able to find suitable businesses to acquire at
affordable valuations or on other acceptable terms;

o We face competition for acquisitions from other potential acquirors;

o We may need to borrow more money from lenders or sell equity or debt
securities to the public to finance future acquisitions and the terms
of such financings may be adverse to us;

o Changes in accounting, tax, securities or other regulations could
increase the difficulty or cost of completing acquisitions;

o We may incur unforeseen obligations or liabilities in connection with
acquisitions;

o We may need to devote unanticipated financial and management resources
to an acquired business;

o We may not realize expected operating efficiencies or product
integration benefits from an acquisition or several acquisitions;

o We may have difficulty in maintaining uniform controls, procedures and
policies;

o We could enter markets where we have minimal prior experience; and

o We may experience decreases in earnings as a result of non-cash
charges relating to acquisitions, including write-offs of goodwill or
other intangible assets.

Risks Associated with Our Securities Clearing Business

We could incur losses due to defaults of customers of our clients.

The risk of loss from customer defaults is generally contractually
allocated to the client for which Fiserv is acting pursuant to a clearing
agreement between Fiserv Securities, Inc., Fiserv's securities clearing
subsidiary, and the client. There can be no assurance that in all instances
Fiserv Securities will recover the full amount or any part of such loss. Fiserv
Securities would bear losses arising out of customer defaults to the extent they
could not be collected from the client or its customer.

We may experience losses due to fraudulent schemes committed by our introducing
brokers.

In the past several years, Fiserv Securities has incurred losses due to the
fraudulent activities of certain of its introducing brokers. These losses have
not been significant, with one exception, and uniformly resulted from alleged
wrongful activities perpetrated by the introducing brokers on Fiserv Securities
and the respective introducing brokers' clients. In one recent situation, for
example, an arbitrator, despite contractual provisions purporting to protect
Fiserv Securities, imposed liability on Fiserv Securities for its securities
clearing activities. In most cases, however, our experience has been that Fiserv
Securities is dismissed from a case or settles for a nominal amount to avoid
additional litigation expense. In the most recent instance involving the alleged
wrongful acts of one of Fiserv Securities' introducing brokers, in 2003, a
Fiserv Securities introducing broker allegedly manipulated Fiserv Securities'
order entry system by sending to Fiserv Securities, via a computer network
link-up, false data entries of non-existent, non-consummated trades. As a
result, Fiserv Securities suffered a pre-tax loss of $17 million when the
introducing broker went out of business leaving Fiserv Securities with open,
uncovered short-trade accounts primarily in one security whose value increased
dramatically immediately prior to the introducing broker ceasing to do business.
While Fiserv Securities continues to seek to improve its systems to detect and
prevent fraudulent schemes of its introducing brokers and others, it may not be
totally successful in those effors and may experience material losses in the
future as a result.

Fiserv Securities is heavily regulated.

Fiserv Securities is subject to extensive regulatory oversight by the
Securities and Exchange Commission, the National Association of Securities
Dealers, Inc., state agencies and, principally, The New York Stock Exchange,
Inc., or NYSE. These agencies are charged with protecting the interests of the
investing public and the integrity of the securities markets. From time to time,
the NYSE reviews or audits Fiserv Securities' procedures and policies. In the
past certain audits have required Fiserv Securities to change or alter
procedures and, in some instances, pay fines for violation of NYSE regulations.
While the fines have not been material in amount, the directions resulting from
the NYSE audit findings require Fiserv Securities, in some instances, to
increase its costs to assure better compliance with regulatory requirements.
Failure to comply with any applicable laws, rules or regulations could result in
fines or penalties, suspension or revocation of licenses, or expulsion from
membership, any one of which could have a material adverse effect on Fiserv
Securities or Fiserv.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. We have also filed a
registration statement on Form S-3, including exhibits, under the Securities Act
of 1933 with respect to the common stock offered by this prospectus. This
prospectus is part of the registration statement, but does not contain all of
the information included in the registration statement or the exhibits. You may
read and copy the

registration statement and any other document that we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference room. Our
SEC filings are also available to the public on the internet at a website
maintained by the SEC located at http://www.sec.gov.

In addition, our SEC filings are also available on our website at the
address www.fiserv.com. We are not including the information contained on our
website as part of, or incorporating it by reference into, this prospectus.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with them, which means we can disclose important information to you by referring
to those documents. The information incorporated by reference is an important
part of this prospectus. The most recent information that we file with the SEC
automatically updates and supersedes any older information. We incorporate by
reference the following documents we have filed and any future filings we make
with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act until the selling shareholders terminate the offering:

o Our Annual Report on Form 10-K for the year ended December 31, 2002;

o Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2003;

o Our Current Reports on Form 8-K, dated March 31, 2003, May 12, 2003
and May 22, 2003;

o The description of our common stock contained in our Registration
Statement on Form 8-A dated September 3, 1986, and any amendment or
report updating that description; and

o The description of the preferred stock purchase rights contained in
our Registration Statement on Form 8-A dated February 23, 1998, and
any amendment or report updating that description.

You may request a copy of any of these documents at no cost, by writing or
telephoning us at the following: Mr. Charles W. Sprague, Secretary, Fiserv,
Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045, telephone number (262)
879-5000.

USE OF PROCEEDS

All proceeds from the sale of the shares of common stock to be sold
pursuant to this prospectus will be for the account of the selling shareholders.
As a consequence, we will not receive any proceeds from the sale of the shares
of common stock offered by the selling shareholders.

SELLING SHAREHOLDERS

The following table sets forth information as of June 15, 2003 with respect
to the number of shares of common stock beneficially owned by each of the
selling shareholders, and as adjusted to reflect the sale of all of the shares
of common stock offered by this prospectus.

Shares of Percent of
Shares of Common Stock Common Stock
Common Stock to be to be
Beneficially Shares of Beneficially Beneficially
Owned Prior to Common Stock Owned After Owned After
Selling Shareholder Offering to be Offered Offering Offering
------------------- -------------- ------------- ------------ -------------

Summit Ventures V, L.P. (1)............... 85,900 85,900 -- --
Summit V Companion Fund, L.P. (1)......... 15,290 15,290 -- --
Summit V Advisors Fund (QP), L.P. (1)..... 5,798 5,798 -- --
Summit V Advisors Fund, L.P. (1).......... 1,772 1,772 -- --
Summit Investors III, L.P. (1)............ 3,672 3,672 -- --
William E. Sagan.......................... 1,440,795 145,834 1,294,961 (2)
Robert P. Brook........................... 50,092 45,092 5,000 (2)
Andrew Thompson........................... 51,873 51,873 -- --
Mark Davis................................ 19,914 19,914 -- --
James W. Cox.............................. 162,987 162,084 903 (2)
James B. Lockhart......................... 122,938 121,577 1,361 (2)
George E. Lucco........................... 19,508 19,308 200 (2)

(1) Summit Partners, LLC, through an investment committee comprised of three of
Summit Partners' members, Messrs. Gregory M. Avis, Martin J. Mannion and
Walter G. Kortschak, has voting and dispositive control over these shares.

(2) The amount shown is less than 1% of the outstanding shares of common stock.

The selling shareholders acquired the shares of common stock offered by
this prospectus from us as consideration for our acquisition of Trewit Inc. as
of November 30, 2001. None of the selling shareholders has had a material
relationship with us within the past three years other than as a result of the
ownership of our common stock or other securities of ours or as a result of
their employment with a subsidiary of ours following the closing of our
acquisition of Trewit Inc.

DIVIDEND POLICY

We have not paid cash dividends on our common stock and do not anticipate
paying any cash dividends in the foreseeable future. Our existing long-term debt
instruments contain provisions limiting the amount of cash dividends we can pay
on our common stock.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 450,000,000 shares of common stock
and 25,000,000 shares of preferred stock. As of June 17, 2003, 193,396,527
shares of our common stock were issued and outstanding and no shares of our
preferred stock were issued and outstanding.

Common Stock

Subject to Section 180.1150 of the Wisconsin Business Corporation Law
(described below under "Statutory Provisions"), holders of our common stock are
entitled to one vote for each share of common stock held by them on all matters
properly presented to shareholders. Subject to the prior rights of the holders
of any shares of our preferred stock that are outstanding, our Board of
Directors may at its discretion declare and pay dividends on our common stock
out of our earnings or assets legally available for the payment of dividends.
See "Dividend Policy." Subject to the prior rights of the holders of any shares
of our preferred stock that are outstanding, if we are liquidated, any amounts
remaining after the discharge of outstanding indebtedness will be paid pro rata
to the holders of our common stock. The shares of common stock offered by the
selling shareholders by this prospectus are legally issued, fully paid and
nonassessable, except for certain statutory liabilities that may be imposed by
Section 180.0622(2)(b) of the Wisconsin Business Corporation Law for unpaid
employee wages.

Preferred Stock

Our Board of Directors is authorized to issue our preferred stock in series
and to fix the voting rights; the designations, preferences, limitations and
relative rights of any series with respect to the rate of dividend, the price,
the terms and conditions of redemption; the amounts payable in the event of
voluntary or involuntary liquidation; sinking fund provisions for redemption or
purchase of a series; and the terms and conditions on which a series may be
converted.

In connection with the issuance of the rights described below, our Board of
Directors has authorized a series of our preferred stock designated as series A
junior participating preferred stock. Shares of our series A junior
participating preferred stock purchasable upon the exercise of the rights will
not be redeemable. Each share of our series A junior participating preferred
stock will be entitled to an aggregate dividend of 225 times the dividend we
declare per share of our common stock. In the event of our liquidation, the
holders of the shares of our series A junior participating preferred stock will
be entitled to a minimum aggregate payment of $1.00 per share but will be
entitled to an aggregate payment of 225 times the payment we make per share of
our common stock. Each share of our series A junior participating preferred
stock will have 225 votes, voting together with our common stock. Finally, in
the event of any merger, consolidation or other transaction in which shares of
our common stock are exchanged, each share of our series A junior participating
preferred stock will be entitled to receive 225 times the amount received per
share of our common stock. These rights are protected by customary antidilution
provisions. There are no shares of our series A junior participating preferred
stock currently outstanding.

The issuance of any series of our preferred stock, including the series A
junior participating preferred stock, may have an adverse effect on the rights
of holders of our common stock, and could decrease the amount of earnings and
assets available for distribution to holders of our common stock. In addition,
any issuance of our preferred stock could have the effect of delaying, deferring
or preventing a change in control.

Preferred Stock Purchase Rights

We have entered into a rights agreement pursuant to which each outstanding
share of our common stock, including the shares being sold by the selling
shareholders in the offering, has attached one right to purchase shares of our
series A junior participating preferred stock. Each

share of our common stock subsequently issued by us prior to the expiration of
the rights agreement will likewise have attached one right. Under circumstances
described below, the rights will entitle the holder thereof to purchase
additional shares of our common stock. In this prospectus, unless the context
otherwise requires, all references to our common stock include the accompanying
rights.

Currently, the rights are not exercisable and trade with our common stock.
If the rights become exercisable, each right, unless held by a person or group
which beneficially owns more than 15% of our outstanding common stock in the
aggregate, will initially entitle the holder to purchase 4/9 of one
one-hundredth of a share of our series A junior participating preferred stock at
a purchase price of $250, subject to adjustment. The rights will only become
exercisable if a person or group has acquired, or announced an intention to
acquire, 15% or more of our outstanding common stock in the aggregate. Under
some circumstances, including the existence of a 15% acquiring party, each
holder of a right, other than the acquiring party, will be entitled to purchase
at the right's then-current exercise price, shares of our common stock having a
market value of two times the exercise price. If another corporation acquires us
after a party acquires 15% or more of our common stock, each holder of a right
will be entitled to receive the acquiring corporation's common shares having a
market value of two times the exercise price. The rights generally may be
redeemed at a price of $.01 until a party acquires 15% or more of our common
stock, and after that time may be exchanged for one share of our common stock
per right until a party acquires 50% or more of our common stock. The rights
initially will expire on February 23, 2008. The rights do not have voting or
dividend rights and, until they become exercisable, have no dilutive effect on
our earnings.

Statutory Provisions

Section 180.1150 of the Wisconsin Business Corporation Law provides that
the voting power of public Wisconsin corporations such as us held by any person
or persons acting as a group in excess of 20% of our voting power is limited to
10% of the full voting power of those shares, unless full voting power of those
shares has been restored pursuant to a vote of shareholders. Sections 180.1140
to 180.1144 of the Wisconsin Business Corporation Law contain some limitations
and special voting provisions applicable to specified business combinations
involving Wisconsin corporations such as us and a significant shareholder,
unless the board of directors of the corporation approves the business
combination or the shareholder's acquisition of shares before these shares are
acquired.

Similarly, Sections 180.1130 to 180.1133 of the Wisconsin Business
Corporation Law contain special voting provisions applicable to some business
combinations, unless specified minimum price and procedural requirements are
met. Following commencement of a takeover offer, Section 180.1134 of the
Wisconsin Business Corporation Law imposes special voting requirements on share
repurchases effected at a premium to the market and on asset sales by the
corporation, unless, as it relates to the potential sale of assets, the
corporation has at least three independent directors and a majority of the
independent directors vote not to have the provision apply to the corporation.

PLAN OF DISTRIBUTION

The selling shareholders, including their donees, pledgees and transferees,
may offer and sell shares of common stock offered by this prospectus from time
to time and may also decide not to sell all the shares they are allowed to sell
under this prospectus. Sales that the selling shareholders do make may be sold
in one or more of the following transactions:

o on the Nasdaq National Market or any other securities exchange or
quotation service that lists or quotes the common stock for trading;

o in the over-the-counter market;

o in transactions other than on such exchanges or services or in the
over-the-counter market;

o in privately negotiated transactions;

o through put or call option transactions relating to the shares or
through short sales of shares; and

o in a combination of any of the above transactions.

The selling shareholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. The transactions listed above may include
block transactions.

To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution.

The selling shareholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with these
transactions, broker-dealers or other financial institutions may engage in short
sales of the shares of our common stock or of securities convertible into or
exchangeable for these shares in the course of hedging positions they assume
with the selling shareholders. The selling shareholders may also sell shares
short and redeliver shares to close out such short positions. In addition, the
selling shareholders may enter into options or other transactions with
broker-dealers or other financial institutions that require the delivery to
these broker-dealers or other financial institutions of the shares of common
stock offered by this prospectus, which these broker-dealers or other financial
institutions may resell pursuant to this prospectus (as amended or supplemented
to reflect such transaction). The selling shareholders also may loan or pledge
shares to a broker-dealer. The broker-dealer may sell the shares so loaned, or
upon a default the broker-dealer may sell the shares so pledged, pursuant to
this prospectus.

We have been advised by the selling shareholders that they have not made
any arrangements with any underwriters or broker-dealers relating to the
distribution of the shares covered by this prospectus. The selling shareholders
may sell their shares directly to purchasers, use broker-dealers to sell their
shares or may sell their shares to broker-dealers acting as principals. If this
happens, then broker-dealers may either receive discounts or commissions

from the selling shareholders, or they may receive commissions from purchasers
of shares for whom they acted as agents, or both. This compensation may be in
excess of the compensation customary in the type of transactions involved. If a
broker-dealer purchases shares as a principal, then it may resell the shares for
its own account under this prospectus.

We will pay all registration fees and expenses for the common stock offered
by this prospectus. The selling shareholders and any agent, broker or dealer
that participates in sales of common stock offered by this prospectus may be
deemed "underwriters" under the Securities Act of 1933 and any commissions or
other consideration received by any agent, broker or dealer may be considered
underwriting discounts or commissions under the Securities Act.

We have agreed to indemnify the selling shareholders against certain
liabilities arising under the Securities Act from sales of common stock. Selling
shareholders may agree to indemnify any agent, broker or dealer that
participates in sales of common stock against liabilities arising under the
Securities Act from sales of common stock. Because the selling shareholders may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, the selling shareholders will be subject to the prospectus
delivery requirements of the Securities Act. We have informed the selling
shareholders that the anti-manipulation provisions of Regulation M under the
Securities Exchange Act of 1934 may apply to their sales of common stock.

Instead of selling common stock under this prospectus, selling shareholders
may sell common stock in compliance with the provisions of Rule 144 under the
Securities Act, if available.

We will file a supplement to this prospectus, if required, pursuant to Rule
424(b) under the Securities Act upon being notified by a selling shareholder
that any material arrangement has been entered into with a broker-dealer for the
sale of shares of our common stock through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Any such supplement will disclose:

o the name of each such selling shareholder and of the participating
broker-dealer(s);

o the number of shares involved;

o the price at which such shares were sold;

o the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;

o that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus; and

o other facts material to the transaction.

LEGAL MATTERS

Charles W. Sprague, Esq., our Executive Vice President, General Counsel,
Chief Administrative Officer and Secretary, will provide an opinion as to the
validity of the issuance of the shares of the common stock offered by this
prospectus. Mr. Sprague beneficially owns 160,447 shares of our common stock,
which number includes vested but unexercised stock options.

EXPERTS

The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for the year ended December 31, 2002 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated herein
by reference (which reports express an unqualified opinion and include an
explanatory paragraph as to the adoption in 2002 of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets"), and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses to be borne by the
Registrant in connection with the sale and distribution of the securities being
registered hereby.

Securities and Exchange Commission registration fee........ $ 1,735
Accounting fees and expenses............................... 3,000
Legal fees and expenses.................................... 5,000
Miscellaneous.............................................. 265
-------
Total.................................................. $10,000
=======

Item 15. Indemnification of Directors and Officers.

Pursuant to the provisions of the Wisconsin Business Corporation Law,
directors and officers of the Registrant are entitled to mandatory
indemnification from the Registrant against certain liabilities (which may
include liabilities under the Securities Act of 1933) and expenses (i) to the
extent such officers or directors are successful in the defense of a proceeding;
and (ii) in proceedings in which the director or officer is not successful in
defense thereof, unless it is determined that the director or officer breached
or failed to perform his or her duties to the Registrant and such breach or
failure constituted: (a) a willful failure to deal fairly with the Registrant or
its shareholders in connection with a matter in which the director or officer
had a material conflict of interest; (b) a violation of criminal law unless the
director or officer had a reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was unlawful;
(c) a transaction from which the director or officer derived an improper
personal profit; or (d) willful misconduct. Additionally, under the Wisconsin
Business Corporation Law, directors of the Registrant are not subject to
personal liability to the Registrant, its shareholders or any person asserting
rights on behalf thereof, for certain breaches or failures to perform any duty
resulting solely from their status as directors, except in circumstances
paralleling those outlined in (a) through (d) above.

The Registrant's By-laws provided for indemnification and advancement of
expenses of officers and directors to the fullest extent provided by the
Wisconsin Business Corporation Law.

The indemnification provided by the Wisconsin Business Corporation Law and
the Registrant's By-laws is not exclusive of any other rights to which a
director or officer of the Registrant may be entitled.

II-1

Exhibit
Number Description
------- -----------

4.1 Restated Articles of Incorporation, as amended (filed as Exhibit
3.1 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 and incorporated herein by reference
(File No. 0-14948)).

4.2 By-laws, as amended (filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference (File No. 0-14948)).

4.3 Shareholder Rights Agreement (filed as Exhibit 4 to the Company's
Current Report on Form 8-K dated February 23, 1998 and
incorporated herein by reference (File No. 0-14948)).

4.4 First Amendment to Shareholder Rights Agreement (filed as Exhibit
4.3 to the Company's Registration Statement on Form S-8 dated
April 7, 2000 and incorporated herein by reference (Reg. No.
333-34310)).

4.5 Second Amendment to Shareholder Rights Agreement (filed as
Exhibit 4.6 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2000 (File No. 0-14948)). Pursuant to
Item 601(b)(4)(iii) of Regulation S-K, the Company agrees to
furnish to the Securities and Exchange Commission, upon request,
any instrument defining the rights of holders of long-term debt
not being registered that is not filed as an exhibit to this
Registration Statement on Form S-3.

5.1 Opinion of Charles W. Sprague, Esq.*

23.1 Consent of Deloitte & Touche LLP.

23.2 Consent of Charles W. Sprague, Esq. (included in Exhibit 5.1
hereto).*

23.3 Consent of American Appraisal Associates, Inc.

24. Powers of Attorney.*

__________________
* Previously filed.

II-2

Item 17. 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 this 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 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 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 15(d) of the
Securities Exchange Act of 1934 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 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 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.

II-3

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or controlling
persons of the registrant pursuant to the provisions set forth or described in
Item 15 of this registration statement, or otherwise, the registrant has been
informed that in the opinion of the Securities and Exchange 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.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this registration statement as of the time it was declared
effective; and

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.

II-4

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-3 and has duly caused this Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Brookfield, State of Wisconsin, on the
20th day of June, 2003.

FISERV, INC.

By: /s/ Kenneth R. Jensen
----------------------------------
Kenneth R. Jensen
Senior Executive Vice President,
Chief Financial Officer, Treasurer
and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:

* President and Chief Executive June 20, 2003
--------------------------- Officer and Director
(Leslie M. Muma) (Principal Executive Officer)

* Chairman of the Board and June 20, 2003
--------------------------- Director
(Donald F. Dillon)

Senior Executive Vice President,
* Chief Financial Officer, June 20, 2003
--------------------------- Treasurer and Assistant Secretary
(Kenneth R. Jensen) and Director (Principal Financial
and Accounting Officer)

* Director June 20, 2003
---------------------------
(Daniel P. Kearney)

* Director June 20, 2003
---------------------------
(Gerald J. Levy)

* Director June 20, 2003
---------------------------
(Glenn M. Renwick)

* Director June 20, 2003
---------------------------
(L. William Seidman)

* Director June 20, 2003
---------------------------
(Thekla R. Shackelford)

* Director June 20, 2003
---------------------------
(Thomas C. Wertheimer)

*By: /s/ Kenneth R. Jensen
---------------------------------------------
(Kenneth R. Jensen, individually and as
attorney-in-fact for the persons indicated)

II-5

EXHIBIT INDEX