Delaware
(State or other jurisdiction
of incorporation or organization)
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31-1429215
(I.R.S. Employer
Identification No.)
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3075 Loyalty Circle
Columbus, Ohio 43219
(Address of Principal Executive Offices, including Zip Code)
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Large accelerated filer ⌧
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Accelerated filer □
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Non-accelerated filer □
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Smaller reporting company □
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Emerging growth company □
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If an emerging growth company, indicate by check mark if 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.
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□
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Title of securities
to be registered
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Amount to be registered(1)
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Proposed maximum
offering price per share(2)
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Proposed maximum
aggregate offering price(2)
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Amount of registration fee
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Common Stock, par value $0.01 per share (“common stock”)
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2,400,000
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$53.56
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$128,544,000.00
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$16,685.01
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(1)
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Issuable upon the exercise of options, the vesting of restricted awards or the exercise or vesting of certain other awards pursuant to the Alliance Data Systems Corporation 2020 Omnibus Incentive Plan. Pursuant to Rule 416(a), this
Registration Statement also includes an indeterminable number of additional shares of common stock that may become issuable pursuant to the antidilution adjustment provisions of the plan.
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(2)
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Pursuant to Rule 457(c) and (h), and solely for the purpose of calculating the applicable registration fee, the proposed maximum offering price per share for the common stock to be registered hereunder has been calculated based on the
average of the high and low sales prices of Alliance Data Systems Corporation's common stock on June 3, 2020, as reported by the New York Stock Exchange.
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(1) |
Our Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 28, 2020.
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(2) |
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed on May 6, 2020.
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(3) |
The following Current Reports on Form 8-K filed since December 31, 2019 (other than those furnished pursuant to Item 2.02 or Item 7.01 on Form 8-K):
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Our Current Report on Form 8-K filed on January 3, 2020.
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Our Current Report on Form 8-K filed on January 30, 2020, reporting items 8.01 and 9.01.
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Our Current Report on Form 8-K filed on February 7, 2020.
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Our Current Report on Form 8-K filed on February 20, 2020.
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Our Current Report on Form 8-K filed on April 8, 2020.
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Our Current Report on Form 8-K filed on April 23, 2020, reporting items 8.01 and 9.01.
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(4) |
Our Annual Report on Form 11-K for the year ended December 31, 2019 filed May 20, 2020.
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(5) |
The description of the common stock contained in our registration statement on Form 8-A12B, filed with the SEC under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on March 15, 2000, as amended in our registration statement on Form 8-A12B/A filed with the SEC on June 1, 2001.
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Exhibit
Number
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Description of Exhibits
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Description of Registrant’s Common Stock (incorporated by reference to Exhibit No. 4.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2020, File No. 001-15749).
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Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit No. 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 10, 2016, File
No. 001-15749).
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Fifth Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit No. 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on February 1, 2016, File No. 001-15749).
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Specimen Certificate for shares of Common Stock of the Registrant (incorporated by reference to Exhibit No. 4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2003, File No.
001-15749).
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Alliance Data Systems Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement dated April 23, 2020).
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*5.1
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Opinion of Akin Gump Strauss Hauer & Feld LLP.
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*23.1
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Consent of Deloitte & Touche LLP.
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*23.2
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Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.1 filed herewith).
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*24.1
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Powers of Attorney (included on signature pages hereto).
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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:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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(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; and
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(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.
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(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 pursuant to Section 13(a) or 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.
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(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 undersigned
registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final adjudication of such issue.
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Name
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Title
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Date
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/s/ Ralph J. Andretta
Ralph J. Andretta
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Director, President and Chief Executive Officer (principal executive officer)
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June 9, 2020
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/s/ Timothy P. King
Timothy P. King
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Executive Vice President and Chief Financial Officer (principal financial officer)
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June 9, 2020
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/s/ Laura Santillan
Laura Santillan
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Senior Vice President and Chief Accounting Officer (principal accounting officer)
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June 9, 2020
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/s/ Roger H. Ballou
Roger H. Ballou
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Director
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June 9, 2020
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/s/ Rajesh Natarajan
Rajesh Natarajan
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Director
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June 9, 2020
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/s/ John C. Gerspach, Jr.
John C. Gerspach, Jr.
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Director
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June 9, 2020
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/s/ Timothy J. Theriault
Timothy J. Theriault
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Director
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June 9, 2020
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/s/ Laurie A. Tucker
Laurie A. Tucker
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Director
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June 9, 2020
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/s/ Sharen J. Turney
Sharen J. Turney
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Director
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June 9, 2020
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A. |
We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware.
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B. |
This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any,
obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other
circumstance.
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