As filed with the Securities and Exchange Commission on March 30, 2006

Registration No. 333– ________

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM S–8

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Georgia		58-2606325
(State or Other Jurisdiction of Incorporation or		(I.R.S. Employer Identification No.)
Organization)
601 Riverside Avenue		32204
Jacksonville, Florida		(Zip Code)
(Address of Principal Executive Offices)

Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan
(Full Title of the Plan)

Todd Johnson
Vice President and Secretary
601 Riverside Avenue
Jacksonville, Florida 32204
(Name and Address of Agent For Service)

(904) 854–8100
(Telephone Number, Including Area Code, of Agent for Service)

Proposed Maximum

Proposed Maximum

Amount Of

Title Of Securities

Amount To Be

Offering Price

Aggregate

Registration

To Be Registered

Registered (1)(2)

Per Share (3)

Offering Price (3)

Fee

Common Stock, par value $0.01 per share

10,000,000

$

39.97

$

399,700,000

$

42,767.90

(1)		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 the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)		In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also registers an indeterminate amount of plan interests to be offered or sold pursuant to the employee benefit plan described herein.
(3)		Estimated pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is based on the average of the high and low sale prices for the shares of common stock as reported in the consolidated reporting system on March 24, 2006.

 

 

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption From Registration Claimed
Item 8. Exhibits
Item 9. Undertakings.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.2
EXHIBIT 23.3

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by the Registrant with the SEC are incorporated into this Registration Statement by reference:

	1.		The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005;
	2.		The Registrant’s Current Reports on Form 8-K filed January 25, 2006, February 6, 2006 and March 17, 2006; and
	3.		The description of the Registrant’s Common Stock, par value $0.01 per share, contained in the Registrant’s Registration Statement on Form 10-12B/A filed with the SEC on June 11, 2004, including any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post–effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents with the SEC.

     Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any subsequently filed document which also is incorporated by reference herein or any document which constitutes part of the prospectus relating to the Plan meeting the requirements of Section 10(a) of the Securities Act) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     The Company’s articles of incorporation eliminate the liability of its directors to the Company or its shareholders for monetary damages for any action taken, or any failure to take action, as a director to the extent permitted under the Georgia Business Corporation Code (the “Code”). The Company’s directors remain liable, however, for:

	•		any appropriation, in violation of the director’s 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.

     If the Code is amended to authorize corporate action further eliminating or limiting the personal liability of directors, the liability of the Company’s directors will be eliminated or limited to the fullest extent permitted by the Code, as amended, without further action by the Company’s shareholders. These provisions in the Company’s articles of incorporation may limit the remedies available to a shareholder in the event of breaches of any director’s duties.

     The Company’s bylaws require the Company to indemnify and hold harmless any director or officer who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative or investigative, including any action or suit by or in the right of the Company, because the person is or was a Company director or officer against liability incurred in such proceeding. The Company’s bylaws generally prohibit the Company from indemnifying any officer or director who is adjudged liable to the Company or is subjected to injunctive relief in favor of the Company for:

	•		any appropriation, in violation of the director’s or officer’s 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.

     The Company’s bylaws require the Company, under certain circumstances, to advance expenses to Company officers and directors who are parties to an action, suit, or proceeding for which indemnification may be sought. The bylaws permit, but do not require, the Company to indemnify and advance expenses to its employees or agents who are not officers or directors to the same extent and subject to the same conditions that a corporation could, without shareholder approval under Section 14-2-856 of the Code.

     The Agreement and Plan of Merger dated as of September 14, 2005 among the Company, one of the Company’s wholly owned subsidiaries and Fidelity National Information Services, Inc., a Delaware corporation, obligates the Company to indemnify and hold harmless anyone who was a director or officer of the Company or its subsidiaries before the closing of the merger contemplated by the merger agreement against any costs or expenses, including reasonable attorneys’ fees, or other loss or liability incurred in connection with any claim or proceeding arising out of matters existing or occurring at or prior to the effective time of the merger, including any matters arising in connection with the merger and related transactions, to the fullest extent permitted by applicable law. The Company is also obligated under the merger agreement to advance expenses as incurred to the fullest extent permitted under applicable law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

     The Company’s directors and officers are insured against losses arising from any claim against them as such for wrongful acts or omissions, subject to certain limitations. Additionally, under the merger agreement, the Company purchased a six-year “tail” prepaid non-cancelable run-off insurance policy to cover anyone who was a director or officer of the Company or its subsidiaries prior to the closing of the merger for events, acts, or omissions occurring on or prior to the closing, including those occurring in connection with the merger and related transactions.

Item 7. Exemption From Registration Claimed

     Not Applicable.

Item 8. Exhibits

     The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:

Exhibit
Number		Description
4.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s 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 Registrant’s 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 Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.3		Consent of KPMG LLP, Independent Registered Public Accounting Firm.
24.1		Power of Attorney (included on the signature pages of this Registration Statement).

Item 9. Undertakings.

(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 factors 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;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

	(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 Registrant’s 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.

SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, 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 Jacksonville, State of Florida, on March 29, 2006.

		FIDELITY NATIONAL INFORMATION SERVICES, INC.
		/s/ Lee A. Kennedy
		Lee A. Kennedy
		President and Chief Executive Officer

Power of Attorney and Signatures

     We, the undersigned directors and officers of Fidelity National Financial, Inc. (the “Company”), hereby severally appoint Lee A. Kennedy and Jeffrey S. Carbiener, and each of them individually, with full powers of substitution and resubstitution, our true and lawful attorneys, with full powers to them and each of them to sign for us, in our names and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

     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 date indicated.

Signature		Title		Date
/s/ Lee A. Kennedy   Lee A. Kennedy		President, Chief Executive Officer and Director (Principal Executive Officer)		March 29, 2006
/s/ Jeffrey S. Carbiener   Jeffrey S. Carbiener		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		March 29, 2006
/s/ William P. Foley, II   William P. Foley, II		Chairman of the Board of Directors		March 29, 2006
/s/ Thomas M. Hagerty   Thomas M. Hagerty		Director		March 29, 2006

Signature		Title		Date
/s/ Marshall Haines   Marshall Haines		Director		March 29, 2006
/s/ Keith W. Hughes   Keith W. Hughes		Director		March 29, 2006
/s/ David K. Hunt   David K. Hunt		Director		March 29, 2006
/s/ Daniel D. (Ron) Lane   Daniel D. (Ron) Lane		Director		March 29, 2006
/s/ Phillip B. Lassiter   Phillip B. Lassiter		Director		March 29, 2006
/s/ Cary H. Thompson   Cary H. Thompson		Director		March 29, 2006

EXHIBIT INDEX

Exhibit
Number		Description
4.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s 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 Registrant’s 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 Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.3		Consent of KPMG LLP, Independent Registered Public Accounting Firm.
24.1		Power of Attorney (included on the signature pages of this Registration Statement).

EXHIBIT 5.1

Suite 2800 1100 Peachtree St.
Atlanta GA 30309-4530
t 404 815 6500 f 404 815 6555
www.KilpatrickStockton.com

March 29, 2006

Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204

		Re:		Registration Statement on Form S-8 for Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan

Ladies and Gentlemen:

     We have acted as counsel to Fidelity National Information Services, Inc., a Georgia corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) relating to an aggregate of 10,000,000 shares (the “Shares”) of the Company’s Common Stock, par value $.01 per share, issuable by the Company pursuant to the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan (the “Plan”). This opinion letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K of the Commission.

     As such counsel, we have examined and relied upon such records, documents, certificates, and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed, or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate.

     The opinions expressed herein are limited in all respects to the laws of the State of Georgia, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

     Based upon and subject to the foregoing, we are of the opinion that (i) the Plan and the issuance of the Shares pursuant to the Plan have been duly authorized, and (ii) when issued by the Company in accordance with the terms of the Plan, the Shares will be validly issued, fully paid, and nonassessable.

Fidelity National Information Services, Inc.
March 29, 2006
Page 2

     This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein.

     We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan of Fidelity National Information Services, Inc. and to the incorporation by reference therein of our reports dated March 10, 2006, with respect to the consolidated financial statements of Certegy Inc. (now known as Fidelity National Information Services, Inc.) included in its Annual Report (Form 10-K) for the year ended December 31, 2005, Certegy Inc. (now known as Fidelity National Information Services, Inc.) management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Certegy Inc. (now known as Fidelity National Information Services, Inc.), filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Atlanta, Georgia
March 27, 2006

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Fidelity National Information Services, Inc.:

We consent to the use of our report dated March 13, 2006, with respect to the consolidated and combined balance sheets of Fidelity National Information Services, Inc. and subsidiaries and affiliates as of December 31, 2005 and 2004, and the related consolidated and combined statements of earnings, comprehensive earnings, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2005 incorporated herein by reference.

Our report refers to the Company’s merger with Certegy Inc. which was completed on February 1, 2006.

/s/ KPMG LLP
March 27, 2006
Jacksonville, Florida
Certified Public Accountants