Fidelity National Information Services, Inc.
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 30, 2007
Fidelity National Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
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Georgia |
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58-2606325 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal
Executive Offices)
(904) 854-8100
(Registrants Telephone Number, Including Area Code)
(Former Name or Former
Address, if Changed Since Last Report)
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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)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Grants of Restricted Stock
On
March 30, 2007, the Company granted restricted shares of its
common stock, $0.01 par value
per share, to the following executive officers and directors in the amounts set forth opposite
their names:
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Recipient |
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Number
of Shares |
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Lee A.
Kennedy |
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6,600 |
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Jeffrey S.
Carbiener |
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5,500 |
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The shares
of restricted stock were granted pursuant to the Companys Certegy Inc. Stock Incentive Plan
and the restrictions on such shares lapse on the first anniversary of
the effective date of grant. In the event of a change in control of the Company, the restrictions
lapse fully and the shares become unrestricted. Each grant of shares
of restricted stock is evidenced by a
notice of restricted stock grant and restricted stock award agreement substantially in the form
attached hereto as Exhibit 99.1.
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Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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Exhibit |
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Description |
99.1
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Form of Notice of Restricted Stock
Grant and Restricted Stock Award Agreement.
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SIGNATURE
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 thereunto duly authorized.
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Fidelity National Information Services, Inc.
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Date: April 5, 2007 |
By: |
/s/ Jeffrey S. Carbiener |
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Name: Jeffrey
S. Carbiener Title: Executive Vice President
and Chief Financial Officer |
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Exhibit Index
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Exhibit |
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Description |
99.1
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Form of Notice of Restricted Stock
Grant and Restricted Stock Award Agreement.
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exv99w1
Exhibit 99.1
Fidelity National Information Services, Inc.
(f/k/a Certegy Inc.)
Stock Incentive Plan
Notice of Restricted Stock Grant
You (the Grantee) have been granted the following award of restricted common stock of
Fidelity National Information Services, Inc. (the Company), par value $0.01 per share (the
Restricted Shares), pursuant to the Certegy Inc. Stock Incentive Plan (the Plan):
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Name of Grantee:
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Number of Restricted Shares Granted:
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Date of Grant:
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Period of Restriction:
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Subject to the terms of the Plan and the
Restricted Stock Award Agreement
attached hereto, the Period of
Restriction shall lapse, and the
Restricted Shares shall vest and become
free of the forfeiture and transfer
restrictions contained in the Restricted
Stock Award Agreement, with respect to
___% of the shares on each anniversary
of the Date of Grant. |
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The award of Restricted Shares evidenced hereby is granted under and governed by the terms and
conditions of the Plan and the Restricted Stock Award Agreement, which are incorporated herein by
reference. You have been provided a copy of the Plan and the Restricted Stock Award Agreement.
Dated:_______________________
FIDELITY NATIONAL INFORMATION SERVICES, INC.
ACCEPTED AND AGREED TO:
__________________________
Fidelity National Information Services, Inc.
(f/k/a Certegy Inc.
Stock Incentive Plan
Restricted Stock Award Agreement
SECTION 1. GRANT OF RESTRICTED STOCK
(a) Restricted Stock. On the terms and conditions set forth in the Notice of Restricted Stock
Grant and this Restricted Stock Award Agreement (the Agreement), the Company grants to the
Grantee on the Date of Grant the Restricted Shares set forth in the Notice of Restricted Stock
Grant.
(b) Plan and Defined Terms. The Restricted Shares are granted pursuant to the Plan. All
terms, provisions, and conditions applicable to the Restricted Shares set forth in the Plan and not
set forth herein are hereby incorporated by reference herein. To the extent any provision hereof
is inconsistent with a provision of the Plan, the provisions of the Plan will govern. All
capitalized terms that are used in the Notice of Restricted Stock Grant or this Agreement and not
otherwise defined therein or herein shall have the meanings ascribed to them in the Plan.
SECTION 2. FORFEITURE AND TRANSFER RESTRICTIONS
(a) Forfeiture Restrictions. If the Grantees employment or service as a Director or
Consultant, as the case may be, is terminated for any reason other than (i) death, (ii) Disability
(as defined below) or (iii) termination by the Company and its Subsidiaries without Cause (as
defined below), the Grantee shall, for no consideration, forfeit to the Company the Restricted
Shares to the extent such Restricted Shares are subject to a Period of Restriction (as defined
below) at the time of such termination. If the Grantees employment or service as a Director or
Consultant, as the case may be, terminates due to the Grantees death or Disability, or is
terminated by the Company and its Subsidiaries without Cause, while Restricted Shares are subject
to a Period of Restriction, the Period of Restriction with respect to such Restricted Shares shall
lapse, and the Restricted Shares shall vest and become free of the forfeiture and transfer
restrictions described in this Section 2, on the date of the Grantees termination of employment or
service.
(i) The term Cause shall have the meaning ascribed to such term in the Grantees employment
agreement with the Company or any Parent (as defined below) or Subsidiary. If the Grantees
employment agreement does not define the term Cause, or if the Grantee has not entered into an
employment agreement with the Company or any Parent or Subsidiary, the term Cause shall mean (A)
the willful engaging by the Grantee in misconduct that is demonstrably injurious to the Company or
any Parent or Subsidiary (monetarily or otherwise), as determined by the Company in its sole
discretion, (B) the Grantees conviction of, or pleading guilty or nolo contendere to, a felony
involving moral turpitude, or (C) the Grantees
violation of any confidentiality, non-solicitation, or non-competition covenant to which the
Grantee is subject.
(ii) The term Disability shall have the meaning ascribed to such term in the Grantees
employment agreement with the Company or any Parent or Subsidiary. If the Grantees employment
agreement does not define the term Disability, or if the Grantee has not entered into an
employment agreement with the Company or any Parent or Subsidiary, the term Disability shall mean
the Grantees entitlement to long-term disability benefits pursuant to the long-term disability
plan maintained by the Company or in which the Companys employees participate.
(iii) The term Period of Restriction shall mean the period the Restricted Shares remain
subject to a substantial risk of forfeiture and are not transferable as provided in Section 2.
(iv) The term Parent means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the Company owns stock
possessing fifty percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such a chain.
(b) Transfer Restrictions. During the Period of Restriction, the Restricted Shares may not be
sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed
of to the extent such Restricted Shares are subject to a Period of Restriction.
(c) Lapse of Restrictions. The Period of Restriction shall lapse as to the Restricted Shares
in accordance with the Notice of Restricted Stock Grant. Subject to the terms of the Plan and
Section 4(a) hereof, upon lapse of the Period of Restriction, the Grantee shall own the Restricted
Shares that are subject to this Agreement free of all restrictions otherwise imposed by this
Agreement.
SECTION 3. STOCK CERTIFICATES
As soon as practicable following the grant of Restricted Shares, such Restricted Shares shall
be registered in the Grantees name in certificate or book-entry form. If a certificate is issued,
it shall bear an appropriate legend referring to the restrictions and it shall be held by the
Company, or its agent, on behalf of the Grantee until the Period of Restriction has lapsed. If the
Restricted Shares are registered in book-entry form, the restrictions shall be placed on the
book-entry registration. The Grantee may be required to execute and return to the Company a blank
stock power for each Restricted Share certificate (or instruction letter, with respect to shares
registered in book-entry form), which will permit transfer to the Company, without further action,
of all or any portion of the Restricted Shares that are forfeited in accordance with this
Agreement.
Except for the transfer restrictions, and subject to such other restrictions, if any, as
determined by the Committee, the Participant shall have all other rights of a holder of Company
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Shares, including the right to receive dividends paid (whether in cash or property) with respect to
the Restricted Shares and the right to vote (or to execute proxies for voting) such Restricted
Shares. Unless otherwise determined by the Committee, if all or part of a dividend in respect of
the Restricted Shares is paid in Common Shares or any other security issued by the Company, such
Common Shares or other securities shall be held by the Company subject to the same restrictions as
the Restricted Shares in respect of which the dividend was paid.
SECTION 4. MISCELLANEOUS PROVISIONS
(a) Tax Withholding. Pursuant to Section 11 of the Plan, the Committee shall have the power
and right to deduct or withhold, or require the Grantee to remit to the Company, an amount
sufficient to satisfy any federal, state and local taxes (including the Grantees FICA obligations)
required by law to be withheld with respect to this Grant. The Committee may condition the
delivery of Common Shares upon the Grantees satisfaction of such withholding obligations. The
Grantee may elect to satisfy all or part of such withholding requirement by tendering
previously-owned Common Shares or by having the Company withhold Common Shares having a Fair Market
Value (as defined below) equal to the minimum statutory withholding (based on minimum statutory
withholding rates for federal, state and local tax purposes, as applicable, including payroll
taxes) that could be imposed on the transaction, and, to the extent the Committee so permits,
amounts in excess of the minimum statutory withholding to the extent it would not result in
additional accounting expense. Such election shall be irrevocable, made in writing, signed by the
Grantee, and shall be subject to any restrictions or limitations that the Committee, in its sole
discretion, deems appropriate. The term Fair Market Value shall mean the fair market value of a
common share as determined in good faith by the Committee or pursuant to procedures specified in
good faith by the Committee; provided, however, that if the Committee has not specified otherwise,
Fair Market Value shall mean the closing price of a Common Share as reported in a consolidated
transaction reporting system on the date of valuation, or, if there was no such sale on the
relevant date, then on the last previous day on which a sale was reported.
(b) Ratification of Actions. By accepting this Agreement, the Grantee and each person
claiming under or through the Grantee shall be conclusively deemed to have indicated the Grantees
acceptance and ratification of, and consent to, any action taken under the Plan or this Agreement
and Notice of Restricted Stock Grant by the Company, the Board or the Committee.
(c) Notice. Any notice required by the terms of this Agreement shall be given in writing and
shall be deemed effective upon personal delivery or upon deposit with the United States Postal
Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed
to the Company at its principal executive office and to the Grantee at the address that he or she
most recently provided in writing to the Company.
(d) Choice of Law. This Agreement and the Notice of Restricted Stock Grant shall be governed
by, and construed in accordance with, the laws of Florida, without regard to any conflicts of law
or choice of law rule or principle that might otherwise cause the Agreement or Notice of Restricted
Stock Grant to be governed by or construed in accordance with the substantive law of another
jurisdiction.
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(e) Modification or Amendment. This Agreement may only be modified or amended by written
agreement executed by the parties hereto; provided, however, that the adjustments permitted
pursuant to Section 8 of the Plan may be made without such written agreement.
(f) Severability. In the event any provision of this Agreement shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of
this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid
provision had not been included.
(g) References to Plan. All references to the Plan shall be deemed references to the Plan as
may be amended from time to time.
(h) Section 409A Compliance. To the extent applicable, it is intended that the Plan and this
Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended (the Code) and any related regulations or other guidance promulgated with respect to such
Section by the U.S. Department of the Treasury or the Internal Revenue Service (Section 409A).
Any provision of the Plan or this Agreement that would cause this Award to fail to satisfy Section
409A shall have no force or effect until amended to comply with Section 409A, which amendment may
be retroactive to the extent permitted by Section 409A.
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