Form 8-K

 

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 5, 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 5, 2003, announcing that the Company’s Board of Directors approved the payment of an initial quarterly dividend and increased the Company’s share repurchase authority (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 5, 2003, Certegy issued a press release announcing that the Company’s Board of Directors approved the payment of an initial quarterly dividend and increased the Company’s share repurchase authority. 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
   
   

Michael T. Vollkommer

Corporate Vice President

and Chief Financial Officer

Date: August 6, 2003

 

 

Press Release

EXHIBIT 99.1

 

           

Press Release

  Certegy Inc.
                11720 Amber Park Drive
                Suite 600
                Alpharetta, Georgia 30004
           

Date: August 5, 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. Board of Directors Approves Dividend and

Increases Share Repurchase Authority

 

Alpharetta, GA, August 5, 2003 –The Board of Directors of Certegy Inc. (NYSE: CEY) today approved an initial quarterly common stock dividend of $0.05 per share, payable in cash on October 15, 2003, to shareholders of record as of the close of business on October 1, 2003.

 

Certegy’s Board of Directors also approved an additional $100 million in share repurchase authority. This approval follows the Company’s existing share repurchase program established in September 2001, under which approximately $4.5 million in authority remains. As of August 4, 2003, the Company had approximately 66.1 million shares of common stock 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.