United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
Date Of Report (Date Of Earliest Event Reported):
July 6, 2010
Fidelity National Information Services, Inc.
(Exact Name Of Registrant As Specified In Its Charter)
1-16427
(Commission File Number)
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37-1490331 |
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(IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses Of Principal Executive Offices)
(904) 854-5000
(Registrant’s Telephone Number, Including Area Code)
(Former Name Or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
On
July 6, 2010, Fidelity National Information Services, Inc. (the
“Company”) sent a notice (the “Notice”) to its directors and executive officers informing them of a temporary
suspension of trading (the “Blackout Period”) under the Fidelity National
Information Services, Inc. 401(k) Profit Sharing Plan, the Metavante Retirement Program and the
NYCE Corporation Employee’s Tax Deferred Savings Plan (each a “Plan” and collectively, the
“Plans”), the qualified retirement plans maintained by the
Company. Attached hereto as Exhibit 99.1 and
incorporated by reference herein is a copy of the Notice.
The Blackout Period relates to the tender
offer for the Company’s common stock commenced by the Company on July
6, 2010, as described in Item 8.01 below. The Blackout Period is required in connection with processing Plan participant elections
related to the tender offer. As described in the Notice, participants in the Plans who elect to
have a portion of their interests in shares of the Company’s common stock that are credited to their accounts
tendered by the trustee of the applicable Plan will be prevented from directing transactions
(including obtaining a loan or a distribution) with respect to, or diversifying (to the extent
permitted by the terms of the applicable Plan), the tendered portion of their accounts under the
applicable Plan for a period currently expected to begin on Friday, July 30, 2010, at 4:00 p.m.,
Eastern Time, and to continue until processing relating to the tender offer is complete.
The Notice indicates that the Blackout Period is currently expected to begin on Friday, July
30, 2010 at 4:00 p.m., Eastern Time, and to end during the week of August 9, 2010. During the
Blackout Period and for a period of two years after the ending date of the Blackout Period, a
security holder or other interested person may obtain, without charge, the actual ending date of
the Blackout Period by contacting Michael L. Gravelle or Goodloe
Partee at the phone numbers or
address provided below.
The Company provided the Notice to its directors and executive officers in accordance with Section 306
of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR.
Inquiries concerning the Blackout Period should be directed to Michael L. Gravelle
(904-854-5024) or Goodloe Partee (904-854-5477), by telephone or by mail at Fidelity National
Information Services, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204.
Item 7.01. Regulation FD Disclosure.
On July 6, 2010, the Company issued a press
release reaffirming its outlook for the second quarter of 2010. A copy of the press release is
attached hereto as Exhibit 99.2 and incorporated by reference in this Item 7.01.
The
information included in Item 7.01 and Exhibit 99.2 of Item 9.01 within this Current Report are
being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The
information included in Item 7.01 and Exhibit 99.2 of Item 9.01 within this Current Report shall not
be incorporated by reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.
Item 8.01. Other Events.
On July 6, 2010, the Company issued a press release announcing the launch of its previously
announced tender offer for the purchase of up to $2.5 billion of shares of its common stock. A copy of the
press release is attached hereto as Exhibit 99.3 and incorporated by reference in this Item 8.01.
Separately, on July 6, 2010, the Company issued a press release announcing its intention to privately offer
$1.2 billion aggregate principal amount of senior notes
(the “Notes”). The Company may issue the Notes in one or more tranches with maturity dates of between 7 to 10 years. The offerings of the Notes will be made only to
qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S
under the Securities Act. The Notes will not be registered under the Securities Act and may not be
offered or sold without registration unless pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and all applicable state laws. This
report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of the Notes in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state. A
copy of the press release is attached hereto as Exhibit 99.4 and incorporated by reference in this
Item 8.01.
Item 9.01. Financial Statements And Exhibits.
(d) Exhibits.
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Description |
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99.1 |
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Notice to Directors and Executive Officers of Fidelity National Information
Services, Inc., dated July 6, 2010 |
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99.2
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Press Release, dated July 6, 2010 |
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99.3
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Press Release, dated July 6, 2010 |
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99.4
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Press Release, dated July 6, 2010 |