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

Fidelity National Information Services, Inc.

(Exact Name Of Registrant As Specified In Its Charter)

1-16427
(Commission File Number)

Georgia		37-1490331
(State or Other Jurisdiction of Incorporation or Organization)		(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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

On July 6, 2010, Fidelity National Information Services, Inc. (the “Company”) sent a notice (the “Notice”) to its directors and executive officers informing them of a temporary suspension of trading (the “Blackout Period”) under the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan, the Metavante Retirement Program and the NYCE Corporation Employee’s Tax Deferred Savings Plan (each a “Plan” and collectively, the “Plans”), the qualified retirement plans maintained by the Company. Attached hereto as Exhibit 99.1 and incorporated by reference herein is a copy of the Notice.

The Blackout Period relates to the tender offer for the Company’s common stock commenced by the Company on July 6, 2010, as described in Item 8.01 below. The Blackout Period is required in connection with processing Plan participant elections related to the tender offer. As described in the Notice, participants in the Plans who elect to have a portion of their interests in shares of the Company’s common stock that are credited to their accounts tendered by the trustee of the applicable Plan will be prevented from directing transactions (including obtaining a loan or a distribution) with respect to, or diversifying (to the extent permitted by the terms of the applicable Plan), the tendered portion of their accounts under the applicable Plan for a period currently expected to begin on Friday, July 30, 2010, at 4:00 p.m., Eastern Time, and to continue until processing relating to the tender offer is complete.

The Notice indicates that the Blackout Period is currently expected to begin on Friday, July 30, 2010 at 4:00 p.m., Eastern Time, and to end during the week of August 9, 2010. During the Blackout Period and for a period of two years after the ending date of the Blackout Period, a security holder or other interested person may obtain, without charge, the actual ending date of the Blackout Period by contacting Michael L. Gravelle or Goodloe Partee at the phone numbers or address provided below.

The Company provided the Notice to its directors and executive officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR.

Inquiries concerning the Blackout Period should be directed to Michael L. Gravelle (904-854-5024) or Goodloe Partee (904-854-5477), by telephone or by mail at Fidelity National Information Services, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204.

Item 7.01. Regulation FD Disclosure.

On July 6, 2010, the Company issued a press release reaffirming its outlook for the second quarter of 2010. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference in this Item 7.01.

The information included in Item 7.01 and Exhibit 99.2 of Item 9.01 within this Current Report are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information included in Item 7.01 and Exhibit 99.2 of Item 9.01 within this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 8.01. Other Events.

On July 6, 2010, the Company issued a press release announcing the launch of its previously announced tender offer for the purchase of up to $2.5 billion of shares of its common stock. A copy of the press release is attached hereto as Exhibit 99.3 and incorporated by reference in this Item 8.01.

Separately, on July 6, 2010, the Company issued a press release announcing its intention to privately offer $1.2 billion aggregate principal amount of senior notes (the “Notes”). The Company may issue the Notes in one or more tranches with maturity dates of between 7 to 10 years. The offerings of the Notes will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act and may not be offered or sold without registration unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and all applicable state laws. This report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A copy of the press release is attached hereto as Exhibit 99.4 and incorporated by reference in this Item 8.01.

Item 9.01. Financial Statements And Exhibits.

(d) Exhibits.

Exhibit		Description
99.1		Notice to Directors and Executive Officers of Fidelity National Information Services, Inc., dated July 6, 2010
99.2		Press Release, dated July 6, 2010
99.3		Press Release, dated July 6, 2010
99.4		Press Release, dated July 6, 2010

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.

EXHIBIT INDEX

Exhibit		Description
99.1		Notice to Directors and Executive Officers of Fidelity National Information Services, Inc., dated July 6, 2010
99.2		Press Release, dated July 6, 2010
99.3		Press Release, dated July 6, 2010
99.4		Press Release, dated July 6, 2010

EXHIBIT 99.1

MEMORANDUM

TO:		All Directors and Executive Officers of Fidelity National Information Services, Inc.
FROM:		Michael L. Gravelle Goodloe M. Partee
DATE:		July 6, 2010
SUBJECT:		Notice of Blackout Period with Respect to Trading of Common Stock of Fidelity National Information Services, Inc.

     Fidelity National Information Services, Inc. (“FIS”) has today commenced a self-tender offer for up to $2.5 billion in aggregate purchase price of shares of its common stock, $.01 par value per share. The self-tender offer is being made to all of FIS’ shareholders, including participants in the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan, the Metavante Retirement Program and the NYCE Corporation Employee’s Tax Deferred Savings Plan (each a “401(k) Plan” and collectively, the “401(k) Plans”) who have shares of FIS common stock credited to their 401(k) Plan accounts. 401(k) Plan participants who decide to direct the plan trustee to tender their interests in shares of FIS common stock credited to their 401(k) Plan accounts will temporarily be unable to conduct transactions with respect to the tendered portions of such accounts while their tender instructions are being processed and during the settlement period for the tender offer. This period of suspended transacting and trading for tendering 401(k) Plan Participants is called a “Blackout Period”. The Blackout Period is currently expected to begin at 4:00 p.m., Eastern Time, on Friday, July 30, 2010 and to end during the week of Monday August 9, 2010 (the calendar week beginning Sunday August 8, 2010). You will be notified if the timing of the Blackout Period changes, and you will be notified when the Blackout Period ends.

     As a result of the Blackout Period, Regulation BTR requires that we impose trading restrictions on directors and executive officers during the Blackout Period if 50% or more of 401(k) Plan participants experience a suspension in trading/transacting of more than three consecutive business days, and Rule 104 of Regulation BTR requires the Company to timely notify its directors and executive officers, as well as the Securities and Exchange Commission, of the Blackout Period. Consequently, although we are unable to gauge at this time whether the 50% threshold will be met (and thus actually trigger the imposition of this mandatory trading restriction period), we are required nevertheless to plan for the institution of trading restrictions during the Blackout Period as set forth in this notice. If fewer than 50% of the 401(k) Plan participants actually elect to participate in the tender offer, we will notify you promptly, and in such case no related trading restrictions will actually be implemented.

     The restrictions described in this memorandum are in addition to the restrictions in place under FIS’ insider trading policy, which currently restricts you (with certain limited exceptions) from acquiring or transferring any equity securities of FIS (or derivative securities of those equity securities) through close of trading on July 22, 2010 (assuming our second quarter earnings release is published on July 20, 2010 as scheduled).

     The following restrictions and limitations involving FIS securities and 401(k) Plan transactions will apply during the Blackout Period.

     1. You are not permitted to purchase, sell or otherwise acquire or transfer any equity securities of FIS (or derivative securities of those equity securities) during the Blackout Period. There are

certain narrow exceptions for dividend reinvestment plans, certain automatic non-discretionary transactions within employee benefit plans (but not the 401(k) Plans), automatic formula grant programs, and exchanges by operation of law in connection with a merger, acquisition or a similar transaction.

     2. This prohibition is imposed because, during the Blackout Period, participants who tender a portion of their interests in shares credited to their accounts in the 401(k) Plans will not be permitted to enter into transactions under the 401(k) Plans with respect to such tendered portion of their accounts. Pursuant to Regulation BTR, if fewer than 50% of the participants in the 401(k) Plans elect to participate in the tender offer, the trading prohibitions set forth herein will not be implemented. We will notify you promptly if we determine that the applicable thresholds have not been met and consequently that these restrictions will not apply.

     3. The prohibition on sales and other transfers described in paragraph 1 above applies only to equity securities of FIS (and derivatives of such securities) that you have acquired in connection with your service or employment as a director or executive officer of FIS. It is important to note that any such security you sell or otherwise transfer will automatically be treated as acquired in connection with your service or employment unless you establish that the securities were acquired from another source and this identification is consistent with your treatment of the securities for tax purposes and all other disclosure and reporting requirements. The tender offer itself also imposes restrictions on purchases by FIS directors and executive officers. Those restrictions began when the tender offer was announced. We will notify you when they are no longer in effect.

     4. Participants in the 401(k) Plans that elect to participate in the tender offer generally will be prohibited from engaging in certain transactions with respect to tendered portions of their FIS 401(k) Plan stock investments (e.g., directing or diversifying investments in their individual accounts with respect to such tendered securities, obtaining loans or obtaining a distribution with respect to such tendered securities, in each case to the extent permitted by the terms of the applicable plan) beginning at 4:00 p.m. Eastern Time on July 30, 2010 and ending during the week of August 9, 2010. You will be informed if the timing of the Blackout Period changes, and you will be notified when the Blackout Period ends. In particular, please note that in accordance with the terms and conditions of the tender offer, FIS may extend the expiration date of the tender offer, in which case, the commencement and ending dates of the Blackout Period will be adjusted accordingly.

     This notice is provided to you pursuant to the requirements of Rule 104 of Regulation BTR promulgated under the Securities Exchange Act of 1934 and Section 306 of the Sarbanes-Oxley Act of 2002.

     For inquiries concerning either this notice or the Blackout Period (including regarding any changes in the start of the Blackout Period or regarding the exact end date of the Blackout Period), please contact Michael L. Gravelle (904-854-5024) or Goodloe M. Partee (904-854-5477), by telephone or by mail at Fidelity National Information Services, Inc. 601 Riverside Avenue Jacksonville, Florida 32204.

     If this notice has been delivered to you by electronic means, you have the right to receive a paper version of this notice, and may request a paper version of this notice at no charge by contacting Michael L. Gravelle or Goodloe M. Partee as indicated above.

* * *

Exhibit 99.2

News Release

FIS Reaffirms Second Quarter Outlook

JACKSONVILLE, Fla., July 6, 2010 — Fidelity National Information Services, Inc. (“FIS”) (NYSE: FIS), one of the world’s largest providers of banking and payments technology, today reaffirmed its outlook for the second quarter of 2010 for low single digit growth in adjusted revenues compared to $1.26 billion pro forma revenues in the second quarter of 2009, and adjusted EBITDA margin expansion of approximately 100 basis points compared to the pro forma EBITDA margin of 28.5% in the prior year period. In addition, the company announced that it expects to report second quarter adjusted earnings per share of $0.45 to $0.47.

FIS will announce second quarter financial results after the close of regular market trading on Tuesday, July 20, 2010. The company will also sponsor a live webcast of its quarterly earnings conference call with the investment community beginning at 5:00 p.m. EDT on the same day. To access the webcast, go to the Investor Relations section of FIS’ homepage, www.fisglobal.com. A replay will be available after the conclusion of the live webcast.

Use of Non-GAAP Financial Information

Generally Accepted Accounting Principles (GAAP) is the term used to refer to the standard framework of guidelines for financial accounting. GAAP includes the standards, conventions, and rules accountants follow in recording and summarizing transactions and in the preparation of financial statements. In addition to reporting financial results in accordance with GAAP, the company has provided non-GAAP financial measures, which it believes are useful to help investors better understand its financial performance, competitive position and prospects for the future. These non-GAAP measures include adjusted revenue, adjusted earnings before interest, taxes and depreciation and amortization (EBITDA), adjusted net earnings, and adjusted free cash flow. Adjusted revenue excludes the impact of deferred revenue purchase accounting. Adjusted EBITDA excludes the impact of merger and acquisition and integration expenses, accelerated stock compensation charges associated with merger and acquisition activity, costs associated with the proposed recapitalization plan, asset impairment charges and certain other costs. Adjusted net earnings exclude the after-tax impact of merger and acquisition and integration expenses, accelerated stock compensation charges associated with merger and acquisition activity, costs associated with the proposed recapitalization plan, acquisition related amortization and certain other costs. Adjusted free cash flow is GAAP operating cash flow less capital expenditures and acquisition related cash items. Non-GAAP adjustments are recorded in the Corporate and Other segment and do not impact operating segment results. Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP net earnings. Further, FIS’ non-GAAP measures may be calculated differently from similarly titled measures of other companies. Reconciliations of these non-GAAP measures to related GAAP measures are provided in the attached schedules and in the Investor Relations section of the FIS Web site, www.fisglobal.com.

Forward-Looking Statements

This news release contains statements related to FIS’ future plans and expectations and, as such, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about 2010 adjusted earnings per share and margin expansion, as well as other statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future economic performance and are not statements of fact, actual results may differ materially from those projected. The risks and uncertainties that forward-looking statements are subject to, include, without limitation: changes in general economic, business and political conditions, including changes in the financial markets; the effect of governmental regulations; the effects of our substantial leverage, which may limit the funds available to make acquisitions and invest in our business; the risk of reduction in revenue from the elimination of existing and potential customers due to consolidation in the banking, retail and financial services industries or due to financial failures suffered by firms in those industries; failures to adapt our services to changes in technology or in the marketplace; the failure to achieve some or all of the benefits that we expect from the acquisition of Metavante, including the possibility that our acquisition of Metavante may not be accretive to our earnings due to undisclosed liabilities, management or integration issues, loss of customers, the inability to achieve targeted cost savings, or other factors; our potential inability to find suitable acquisition candidates or difficulties in integrating acquisitions; competitive pressures on product pricing and services; and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of the Company’s Form 10-K and other filings with the Securities and Exchange Commission (“SEC”) that are available on the SEC’s Web site located at www.sec.gov. All forward-looking statements included in this document are based on information available at the time of the document. FIS undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About FIS

FIS delivers banking and payments technologies to more than 14,000 financial institutions and businesses in over 100 countries worldwide. FIS provides financial institution core processing, and card issuer and transaction processing services, including the NYCE Network. FIS maintains processing and technology relationships with 40 of the top 50 global banks, including nine of the top 10; as ranked by Bankersalmanac.com in November 2009. FIS is a member of Standard and Poor’s (S&P) 500® Index and consistently holds a leading ranking in the annual FinTech 100 rankings. Headquartered in Jacksonville, Fla., FIS employs more than 30,000 on a global basis. FIS is listed on the New York Stock Exchange under the “FIS” ticker symbol.

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For More Information:

Marcia Danzeisen, 904-854-5083		Mary Waggoner, 904-854-3282
Senior Vice President		Senior Vice President
FIS Global Marketing and Communications		FIS Investor Relations
marcia.danzeisen@fisglobal.com		mary.waggoner@fisglobal.com

Exhibit 99.3

News Release

FIS Commences Tender Offer to Repurchase up to $2.5 Billion of Shares of Common Stock

JACKSONVILLE, Fla., July 6, 2010 — Fidelity National Information Services, Inc. (“FIS”) (NYSE:FIS) announced today the launch of its previously announced tender offer for the purchase of up to $2.5 billion of shares of its common stock. The offer has a price range of $29.00 to $31.00 per share and could result in a purchase of up to 86,206,896 shares. The tender offer is expected to expire at 5:00 p.m., New York City time, on Tuesday, August 3, 2010.

The tender offer will be conducted via a modified “Dutch auction.” Under this offer, FIS shareholders may tender all or a portion of their common shares within the price range set forth above. Based on the number of shares tendered and the prices specified by the tendering shareholders, FIS will determine the lowest price per share within the range at which FIS can purchase up to $2.5 billion of shares of its common stock, or such lesser number of shares as are properly tendered and not properly withdrawn.

Specific instructions and an explanation of the terms and conditions of the tender offer are contained in the offer to purchase and related materials that are being mailed to FIS shareholders.

FIS anticipates obtaining all of the funds necessary to purchase shares tendered in the tender offer through the incurrence of incremental debt in the form of additional term loans and long-term bonds and from borrowings to be made under existing financing facilities of FIS. The tender offer is subject to the completion of financing to fund the tender offer, as well as other customary conditions.

Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated will serve as the dealer managers, Georgeson Inc. will serve as the information agent, and Computershare Trust Company, N.A. will serve as the depositary in the tender offer.

About FIS

FIS delivers banking and payments technologies to more than 14,000 financial institutions and businesses in over 100 countries worldwide. FIS provides financial institution core processing, and card issuer and transaction processing services, including the NYCE Network. FIS maintains processing and technology relationships with 40 of the top 50 global banks, including nine of the top 10, as ranked by Bankersalmanac.com in November 2009. FIS is a member of Standard and Poor’s (S&P) 500^® Index and holds a leading ranking in the annual FinTech 100 rankings. Headquartered in Jacksonville, Fla., FIS employs more than 30,000 on a global basis. FIS is listed on the New York Stock Exchange under the “FIS” ticker symbol.

Forward-Looking Statements

This news release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future economic performance and are not statements of fact, actual results

may differ materially from those projected. FIS undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, statements regarding our ability to complete the tender offer, our ability to obtain the financing necessary for funding the purchase of shares pursuant to the tender offer and the terms and conditions of such financing, the price at which we purchase shares pursuant to the tender offer, the number of shares we are able to purchase pursuant to the tender offer, and other risks detailed in “Forward-Looking Statements” in the offer to purchase, and “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of FIS’ Form 10-K and other filings with the Securities and Exchange Commission.

Additional Information

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any shares of FIS common stock. The solicitation and offer to purchase shares of FIS common stock is being made only pursuant to the offer to purchase, dated July 6, 2010, as amended and supplemented from time to time, and related materials. Shareholders can obtain free copies of these materials and other documents filed by the company with the Securities and Exchange Commission at www.sec.gov or at the Investors section of the company’s website at www.fisglobal.com/AboutFIS. Shareholders also may obtain free copies of these materials from Georgeson Inc., FIS’ information agent, by calling (800) 891-3214 or (212) 440-9800. Shareholders are urged to carefully read these materials prior to making any decision with respect to the offer because they contain important information about the offer.

For More Information:

Marcia Danzeisen, (904) 854-5083		Mary Waggoner, (904) 854-3282
Senior Vice President		Senior Vice President
FIS Global Marketing and Corporate Communications		FIS Investor Relations
marcia.danzeisen@fisglobal.com		mary.waggoner@fisglobal.com

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Exhibit 99.4

News Release

FIS Announces Private Offering of $1.2 Billion of Senior Notes

JACKSONVILLE, Fla., July 6, 2010 — Fidelity National Information Services, Inc. (“FIS”) (NYSE:FIS), one of the world’s largest providers of banking and payments technology, today announced that it plans to privately offer $1.2 billion aggregate principal amount of senior notes (the “Notes”). FIS may issue the Notes in one or more tranches with maturity dates of between 7 to 10 years. FIS intends to use the net proceeds of the Notes, together with borrowings under a combination of a new Term Loan B, incremental Term Loan A, revolving credit facility and accounts receivable facility, (1) to repurchase shares of common stock, (2) to repay in full the outstanding amount under, and terminate, the credit facility assumed in connection with the acquisition of Metavante Technologies, Inc. and (3) to pay fees and expenses.

The offerings of the Notes will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act and may not be offered or sold without registration unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and all applicable state laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Forward-Looking Statements

This news release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future events and are not statements of fact, actual results may differ materially from those projected. FIS undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, statements regarding the FIS’ expectations to close on the sale of the Notes and how FIS will use the proceeds of the offering and other risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of FIS’ Form 10-K and other filings with the Securities and Exchange Commission.

For More Information:
Marcia Danzeisen, 904.854.5083		Mary Waggoner, 904.854.3282
Senior Vice President		Senior Vice President
FIS Global Marketing and Corporate Communications		FIS Investor Relations
marcia.danzeisen@fisglobal.com		mary.waggoner@fisglobal.com