Document

As filed with the Securities and Exchange Commission on October 24, 2016
Registration No. 333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VISA INC.
(Exact Name of Registrant as Specified in Its Charter)


Delaware
P.O. Box 8999
San Francisco, California 94128


26-0267673
(State or Other Jurisdiction
of Incorporation or Organization)
(Address of Principal Executive Offices
Including Zip Code)
(I.R.S. Employer
Identification No.)
 
Visa Inc. 2005 Deferred Compensation Plan
(Full Title of the Plan)
Charles W. Scharf
Chief Executive Officer  
Visa Inc.
P.O. Box 8999
San Francisco, California 94128-8999
(650) 432-3200
(Name, address and telephone number,
including area code, of agent for service) 
Copies to:
Joseph Yaffe
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, California 94301
(213) 687-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer  x
Accelerated filer  ¨
Non-accelerated filer  ¨  
(Do not check if a smaller
reporting company)
Smaller reporting company  ¨

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CALCULATION OF REGISTRATION FEE
 
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price Per Obligation
Proposed Maximum Aggregate Offering Price(2)
Amount of
Registration Fee
Deferred Compensation Obligations (1)
90,000,000
100%
$90,000,000
$10,431
(1)
The Deferred Compensation Obligations are unsecured obligations of Visa Inc. to pay deferred compensation in the future in accordance with the terms of the Visa Inc. 2005 Deferred Compensation Plan.
(2)
Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
This Registration Statement on Form S-8 registers additional securities of the same class as other securities for which a previously filed Registration Statement on Form S-8 relating to the Visa Inc. 2005 Deferred Compensation Plan (the “Plan”) is effective. Accordingly, pursuant to General Instruction E, the contents of the Visa Inc. Registration Statement on Form S-8 (File No. 333-115056), covering the offer and sale of securities under the Plan, are incorporated herein by reference, except as otherwise updated or modified herein.


PART II
Information Required in the Registration Statement
Item 8.    Exhibits
The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.
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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California on October 24, 2016.
VISA INC.
By:
/s/ Charles W. Scharf
Name:
Charles W. Scharf
Title:
Chief Executive Officer

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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Charles W. Scharf, Vasant M. Prabhu and Kelly Mahon Tullier, each of them acting individually, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, in his or her name and on his or her behalf, to sign any or all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
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
Date
 
 
 
 
 
 
/s/ Charles W. Scharf
Chief Executive Officer and Director
October 24, 2016
 Charles W. Scharf
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Vasant M. Prabhu
Chief Financial Officer
October 24, 2016
Vasant M. Prabhu
(Principal Financial Officer)

 
 
 
 
 
 
 
/s/ James H. Hoffmeister
Corporate Controller and
October 24, 2016
James H. Hoffmeister
Chief Accounting Officer
(Principal Accounting Officer)

 
 
 
 
 
 
 
/s/ Robert W. Matschullat
Independent Chair
October 24, 2016
Robert W. Matschullat
 
 
 
 
 
 
 
 
/s/ Lloyd A. Carney
Director
October 24, 2016
Lloyd A. Carney
 
 
 
 
 
 
 
 
/s/ Mary B. Cranston
Director
October 24, 2016
Mary B. Cranston
 
 
 
 
 
 
 
 
/s/ Francisco Javier Fernández-Carbajal
Director
October 24, 2016
Francisco Javier Fernández-Carbajal
 
 
 
 
 
 
 
 
/s/ Gary A. Hoffman
Director
October 24, 2016
Gary A. Hoffman
 
 
 
 
 
 
 
 

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Signature
Title
Date
 
 
 
 
 
 
/s/ Alfred F. Kelly, Jr.
Director
October 24, 2016
Alfred F. Kelly, Jr.
 
 
 
 
 
 
 
 
/s/ Cathy E. Minehan
Director
October 24, 2016
Cathy E. Minehan
 
 
 
 
 
 
 
 
/s/ Suzanne Nora Johnson
Director
October 24, 2016
Suzanne Nora Johnson
 
 
 
 
 
 
 
 
/s/ David J. Pang
Director
October 24, 2016
David J. Pang
 
 
 
 
 
 
 
 
/s/ John A. C. Swainson
Director
October 24, 2016
John A. C. Swainson
 
 
 
 
 
 
 
 
/s/ Maynard G. Webb, Jr.
Director
October 24, 2016
Maynard G. Webb, Jr.
 
 


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EXHIBIT INDEX
Exhibit Number
Description of Documents
4.1
Sixth Amended and Restated Certificate of Incorporation of Visa Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Periodic Report on Form 8-K, filed with the Commission on January 29, 2015
4.2
Certificate of Correction of the Certificate of Incorporation of Visa Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Periodic Report on Form 8-K, filed with the Commission on February 27, 2015

4.3
Amended and Restated Bylaws of Visa Inc., incorporated by reference to Exhibit 3.3 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015, filed with the Commission on November 20, 2015
4.4
Visa Inc. 2005 Deferred Compensation Plan, effective as of August 12, 2015, incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015, filed with the Commission on November 20, 2015
*5.1
Opinion of Skadden Arps Slate Meagher & Flom LLP.
*23.1
Consent of KPMG LLP, an Independent Registered Public Accounting Firm.
*23.2
Consent of Skadden Arps Slate Meagher & Flom LLP (included in Exhibit 5.1).
*24
Power of Attorney (included in signature page)
*Filed or furnished herewith


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