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): August 12, 2003
CERTEGY INC.
(Exact name of Registrant as Specified in its Charter)
| Georgia | 001-16427 | 58-2606325 | ||
| (State or other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 11720 Amber Park Drive Suite 600 Alpharetta, Georgia |
30004 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (678) 867-8000
Not Applicable
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
| (a) | Financial Statements of Businesses Acquired: |
None.
| (b) | Pro Forma Financial Information: |
None.
| (c) | Exhibits: |
| Exhibit No. |
Description | |
| 99.1 |
Certegy Inc. press release dated August 12, 2003, announcing that the Company repurchased 882,269 shares of its common stock through a private transaction (furnished pursuant to Item 9 of Form 8-K). |
ITEM 9. REGULATION FD DISCLOSURE
Certegy Inc. (“Certegy”) is furnishing the following information and Exhibit pursuant to Item 9 of Form 8-K.
On August 12, 2003, Certegy issued a press release announcing that the Company repurchased 882,269 shares of its common stock through a private transaction. A copy of the press release is attached as Exhibit 99.1.
The information in this Report, including the Exhibit attached hereto, is furnished solely pursuant to Item 9 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CERTEGY INC. | ||||||||
| By: | /s/ Michael T. Vollkommer | |||||||
| Date: August 13, 2003 |
Michael T. Vollkommer Corporate Vice President and Chief Financial Officer | |||||||
EXHIBIT 99.1
| Press Release | Certegy Inc. | |||
| 11720 Amber Park Drive | ||||
| Suite 600 | ||||
| Alpharetta, Georgia 30004 | ||||
| Date: August 12, 2003 |
Phone: 678-867-8000 | |||
| Fax: 678-867-8100 | ||||
| Contact: Mary Waggoner | ||||
| Certegy Inc. | ||||
| VP—Investor and Public Relations | ||||
| 678-867-8004 | ||||
FOR IMMEDIATE RELEASE
Certegy Inc. Executes Block Share Repurchase
Alpharetta, GA, August 12, 2003—Certegy Inc. (NYSE:CEY), a leading global provider of payment services, today announced that it has repurchased 882,269 shares of its common stock through a private transaction. The shares were acquired at a price of $27.15 per share, for a total cost of approximately $24.0 million.
On August 5, 2003, the Company’s Board of Directors increased total share repurchase authority to $100.0 million, under which approximately $74.0 million remains as of August 12, 2003. Certegy currently has approximately 65.2 million shares outstanding.
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About Certegy Inc.
Certegy (NYSE:CEY) provides credit and debit processing, check risk management and check cashing services, and merchant processing to over 6,000 financial institutions, 117,000 retailers and 100 million consumers worldwide. Headquartered in Alpharetta, Georgia, Certegy maintains a strong global presence with operations in the United States, United Kingdom, Ireland, France, Chile, Brazil, Australia and New Zealand. As a leading payment services provider, Certegy offers a comprehensive range of transaction processing services, check risk management solutions and integrated customer support programs that facilitate the exchange of business and consumer payments. Certegy generated over $1.0 billion in revenue in 2002. For more information on Certegy, please visit www.certegy.com.
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The statements in this release include forward-looking statements that are based on current expectations, assumptions, estimates, and projections about Certegy and our industry. They are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Certegy’s control, that may cause actual results to differ significantly from what is expressed in those statements. The factors that could, either individually or in the aggregate, affect our performance include the following, which are described in greater detail in the section entitled “Certain Factors Affecting Forward-Looking Statements” in our 2002 Annual Report on Form 10-K and our Quarterly Report for the period ending June 30, 2003 on Form 10-Q, filed with the SEC: Our ability to maintain or improve our competitive positions against current and potential competitors; the level of economic growth or other factors affecting demand for our products and services; loss of key customer contracts or strategic relationships; changes in regulation or industry standards applicable to our businesses or those of our customers; risks associated with investments and operations in foreign countries, including exchange rate fluctuations and local political, social, and economic factors, and those other risks listed in the above-referenced sections of our Form 10-K and Form 10-Q.