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):
March 31, 2009
Fidelity National Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
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Georgia
(State or Other Jurisdiction of
Incorporation or Organization)
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37-1490331
(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))
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On
March 31, 2009, Fidelity National Information Services, Inc. (“FIS” ), Metavante
Technologies, Inc. (“Metavante”), and a wholly owned subsidiary of FIS (“Merger Sub”), entered into
an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Metavante will, subject
to the terms and conditions of the Merger Agreement, merge with and into Merger Sub, with Merger
Sub continuing as the surviving company. Simultaneous with the entry into the Merger Agreement,
FIS also entered into an investment agreement with affiliates of Thomas H. Lee Partners, L.P. and
Fidelity National Financial, Inc. pursuant to which FIS will issue approximately 16 million shares
of FIS common stock for aggregate proceeds of $250 million, subject to the terms and conditions set
forth in the investment agreement. A copy of the press release announcing the merger and the
investment and an investor presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2,
respectively, and are incorporated by reference herein.
Additional Information and Where to Find It
In connection with the proposed transactions, FIS and Metavante will file relevant materials
with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form
S-4 that will include a joint proxy statement of FIS and Metavante that also constitutes a
prospectus of FIS. FIS and Metavante will mail the final joint proxy statement/prospectus to their
respective shareholders. Investors and security holders are urged to read these documents (if and
when they become available) and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will contain important information about
FIS, Metavante and the proposed transactions.
Investors and security holders may obtain these documents (and any other documents filed by
FIS or Metavante with the SEC) free of charge at the SEC’s website at www.sec.gov. In addition,
the documents filed with the SEC by Metavante may be obtained free of charge by directing such
request to: Investor Relations, 4900 West Brown Deer Road, Milwaukee, WI 53223 or from Metavante’s
Investor Relations page on its corporate website at www.metavante.com. The documents filed with
the SEC by FIS may be obtained free of charge by directing such request to: Investor Relations, 601
Riverside Drive, Jacksonville, FL 32204, or from FIS’s Investor Relations page on its corporate
website at www.fidelityinfoservices.com.
Participants in the Solicitation
Metavante, FIS, and their respective executive officers, directors and certain other members
of management and employees may be deemed to be participants in the solicitation of proxies from
the shareholders of Metavante and FIS in favor of the proposed transactions. Information regarding
the persons who may, under the rules of the SEC, be considered participants in the solicitation of
the shareholders in connection with the proposed transactions will be set forth in the joint proxy
statement/prospectus when it is filed with the SEC. Information about the executive officers and
directors of Metavante and their ownership of Metavante common stock is set forth in the proxy
statement for Metavante’s 2008 Annual Meeting of Shareholders, which was filed with the SEC on
April 11, 2008. Information about the executive officers and directors of FIS and their ownership
of FIS common stock is set forth in the proxy statement for FIS’s 2008 Annual Meeting of
Shareholders, which was filed with the SEC on April 15, 2008.
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| Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits.
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| Exhibit No. |
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Description |
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99.1 |
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Press
Release, dated April 1, 2009 |
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99.2 |
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Investor Presentation, dated April 1, 2009 |