Georgia (State or Other Jurisdiction of Incorporation or Organization) |
37-1490331 (I.R.S. Employer Identification No.) |
|
601 Riverside Avenue Jacksonville, Florida (Address of Principal Executive Offices) |
32204 (Zip Code) |
Proposed Maximum | Proposed Maximum | Amount Of | ||||||||||||||||||||
Title Of Securities | Amount To Be | Offering Price | Aggregate | Registration | ||||||||||||||||||
To Be Registered | Registered (1)(2) | Per Share | Offering Price | Fee | ||||||||||||||||||
Common Stock, par
value $0.01 per
share(4) |
18,598 | $ | 16.71 | (3) | $ | 310,785.89 | (3) | $ | 9.54 | |||||||||||||
Common Stock, par
value $0.01 per
share(5) |
894,386 | $ | 24.10 | (3) | $ | 21,553,458.88 | (3) | $ | 661.69 | |||||||||||||
Common Stock, par
value $0.01 per
share(6) |
10,294 | $ | 45.77 | (3) | $ | 471,156.38 | (3) | $ | 14.46 | |||||||||||||
Common Stock, par
value $0.01 per
share(7) |
1,573,246 | $ | 33.78 | (3) | $ | 53,144,793.02 | (3) | $ | 1,631.55 | |||||||||||||
Total: |
2,496,524 | $ | | $ | 75,480,194.17 | $ | 2,317.24 | |||||||||||||||
(1) | Represents shares issuable upon the exercise of options or restricted stock units assumed by the Registrant in connection with the merger of eFunds with the Registrant on September 12, 2007. | |
(2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers an indeterminate number of shares that may be subject to issuance as a result of anti-dilution and other provisions of each of the Plans listed above to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |
(3) | Determined in accordance with Rule 457(h) under the Securities Act of 1933, based on the exercise price of outstanding options to purchase Common Stock. | |
(4) | eFunds Corporation Stock Incentive Plan for Deluxe Conversions Awards. | |
(5) | eFunds Corporation 2000 Stock Incentive Plan. | |
(6) | eFunds Corporation 2005 Special Supplemental Employment Inducement Award Plan. | |
(7) | eFunds Corporation 2006 Stock Incentive Plan. |
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(1) | The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2006; | ||
(2) | The Registrants Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2007 and June 30, 2007; | ||
(3) | The Registrants Current Reports on Form 8-K filed January 19, 2007, March 27, 2007, March 29, 2007, March 30, 2007, April 5, 2007, May 18, 2007, June 29, 2007, July 3, 2007 and July 25, 2007 (but only with respect to Item 8.01); and | ||
(4) | The description of the Registrants Common Stock, par value $0.01 per share, contained in the Registrants Registration Statement on Form 10-12B/A filed with the SEC on June 11, 2001, including any amendment or report filed for the purpose of updating such description. |
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| any appropriation, in violation of the directors duties, of any business opportunity; | ||
| acts or omissions that involve intentional misconduct or a knowing violation of law; | ||
| unlawful corporate distributions as set forth in Section 14-2-832 of the Code; or | ||
| any transactions from which the director received an improper personal benefit. |
| any appropriation, in violation of the directors or officers duties, of any business opportunity; | ||
| acts or omissions that involve intentional misconduct or a knowing violation of law; | ||
| unlawful corporate distributions as set forth in Section 14-2-832 of the Code; or | ||
| any transactions from which the director derived an improper personal benefit. |
5
Exhibit | ||
Number | Description | |
4.1
|
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed with the SEC on February 6, 2006). | |
4.2
|
Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K, filed with the SEC on February 6, 2006). | |
5.1
|
Opinion of Counsel. | |
23.1
|
Consent of Counsel (included in Exhibit 5.1). | |
23.2
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm. | |
24.1
|
Power of Attorney (included on the signature pages of this Registration Statement). |
(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 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; |
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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; | ||
(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 Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. | ||
(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 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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FIDELITY NATIONAL INFORMATION SERVICES, INC. |
||||
/s/ Lee A. Kennedy | ||||
Lee A. Kennedy | ||||
President and Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Lee A. Kennedy
|
President, Chief Executive Officer and Director (Principal Executive Officer) |
September 14, 2007 | ||
/s/ Jeffrey S. Carbiener
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
September 14, 2007 | ||
/s/ Robert M. Clements |
Director | September 14, 2007 | ||
/s/ William P. Foley, II
|
Director and Executive Chairman | September 14, 2007 | ||
/s/ Thomas M. Hagerty |
Director | September 14, 2007 | ||
/s/ Marshall Haines |
Director | September 14, 2007 | ||
/s/ Keith W. Hughes |
Director | September 14, 2007 |
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Signature | Title | Date | ||
/s/ David K. Hunt |
Director | September 14, 2007 | ||
/s/ James K. Hunt |
Director | September 14, 2007 | ||
/s/ Daniel
D. Lane
|
Director | September 14, 2007 | ||
/s/ Richard N. Massey |
Director | September 14, 2007 | ||
/s/ Cary H. Thompson |
Director | September 14, 2007 |
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Exhibit | ||
Number | Description | |
4.1
|
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed with the SEC on February 6, 2006). | |
4.2
|
Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K, filed with the SEC on February 6, 2006). | |
5.1
|
Opinion of Counsel. | |
23.1
|
Consent of Counsel (included in Exhibit 5.1). | |
23.2
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm. | |
24.1
|
Power of Attorney (included on the signature pages of this Registration Statement). |
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