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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 25, 2008 (March 20, 2008)
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 5.02. Compensatory Arrangements of Certain Officers
Grants of Restricted Stock
On March 20, 2008, the Company granted restricted shares of its common stock, $0.01 par value per
share, to the following officers in the amounts set forth opposite their names:
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Recipient |
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Shares |
William P. Foley, II |
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25,800 |
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Lee A. Kennedy |
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27,900 |
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Jeffrey S. Carbiener |
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10,600 |
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Brent B. Bickett |
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9,000 |
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Alan L. Stinson |
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4,500 |
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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 with respect to 1/8th of the aggregate
number of shares granted as of the end of each fiscal quarter beginning June 30, 2008 and
concluding March 31, 2010. In the event of a change in control of the Company, the restrictions
lapse fully and the shares become unrestricted; provided, however, that the previously announced
spin-off of Lender Processing Services, Inc. shall not constitute a change in control for this
purpose. 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.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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Exhibit
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Description
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99.1 |
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Notice of Restricted Stock Grant
and Award Agreement |
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: March 25, 2008 |
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
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99.1 |
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Notice of Restricted Stock Grant
and Award Agreement |
exv99w1
Exhibit 99.1
Fidelity National Information Services, Inc.
(f/k/a Certegy Inc.)
Stock Incentive Plan
Notice of Restricted Stock Grant
You (the Participant) 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 Participant: |
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Number of Restricted Shares Granted: |
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Date of Grant:
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March 20, 2008 |
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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 1/8th of
the total number of Restricted Shares
granted on the last day of each
fiscal quarter commencing on June 30,
2008 and continuing each quarter
thereafter until March 31, 2010,
provided the Participants service as
an employee, director or consultant,
as applicable, has not terminated
prior to the applicable vesting date. |
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: March 20, 2008
FIDELITY NATIONAL INFORMATION SERVICES, INC.
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By:
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Name: Jeffrey S. Carbiener |
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Its: Executive Vice President and Chief Financial Officer |
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ACCEPTED AND AGREED TO: |
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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
Participant 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. 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 Participants employment or service as a Non-Employee
Director or consultant, as the case may be (Service), is terminated for any reason other than (i)
death, (ii) Disability (as defined below) or (iii) termination by the Company or a Subsidiary
without Cause (as defined below), the Participant 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 Participants Service
terminates due to the Participants death or Disability, or is terminated by the Company or a
Subsidiary 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 Participants termination of Service. For avoidance of doubt, the Participant
shall be deemed to have a termination of Service when the Participant ceases to be employed by, or
to provide services as a Non-Employee Director or consultant to, the Company and all Subsidiaries.
For this purpose, the Participant shall be deemed to have ceased to be employed by, or to provide
services as a Non-Employee Director or consultant to, a Subsidiary if the Participant provides
services solely to a Subsidiary and the Subsidiary ceases to be a Subsidiary as a result of a
spin-off, sale or other transaction.
(i) The term Cause shall have the meaning ascribed to such term in the Participants
employment agreement with the Company or any Parent (as defined below) or Subsidiary. If the
Participants employment agreement does not define the term Cause, or if the Participant 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 Participant in misconduct that is demonstrably injurious
to the Company or any Parent or Subsidiary (monetarily or otherwise), (B) the Participants
conviction of, or pleading guilty or nolo contendere to, a felony involving moral turpitude, or (C)
the Participants violation of any confidentiality, non-solicitation, or non-competition covenant
to which the Participant is subject.
(ii) The term Disability shall have the meaning ascribed to such term in the Participants
employment agreement with the Company or any Parent or Subsidiary. If the Participants employment
agreement does not define the term Disability, or if the Participant has not entered into an
employment agreement with the Company or any Parent or Subsidiary, the term Disability shall mean
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the Participants 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) Dual Employees. Notwithstanding the foregoing, if in connection with the previously
announced spin-off of Lender Processing Services, Inc. (LPS) to the shareholders of the Company
(the Spin-Off), the Participant continues to provide Services as an employee to the Company or a
Subsidiary and also provides services as an employee to LPS or a subsidiary of LPS, and is
determined by the Committee to be a dual employee for purposes of this Agreement, the
Participants Restricted Shares that are then subject to a Period of Restriction shall be split in
half, with one-half of such Restricted Shares forfeited and replaced with shares of LPS restricted
stock (the LPS Restricted Shares) and the other half of such Restricted Shares (the Retained
Restricted Shares) equitably adjusted in accordance with Section 3 of this Agreement. The LPS
Restricted Shares will have the same terms and conditions, including transfer restrictions and
forfeiture conditions, as the Retained Restricted Shares and will vest at the same time the
Retained Restricted Shares vest; provided, however that the vesting and forfeiture provisions of
such LPS Restricted Shares shall relate to employment with LPS and its subsidiaries rather than to
FIS and its Subsidiaries so that the Participant shall not be deemed to have a termination of
Service with respect to the LPS Restricted Shares until the date the Participant ceases to be
employed by LPS and all subsidiaries of LPS. The number of shares of LPS Restricted Shares granted
will reflect the differences in the fair market value of Company common stock and LPS common stock.
(c) 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.
(d) 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 Participant 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 Participants 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 Participant 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 Participant 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
Shares, including the
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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; provided, however,
that, except as provided in Section 2(b) of this Agreement, the Restricted Shares shall not entitle
the Participant to receive any distribution of shares of the common stock of LPS in the Spin-Off.
In lieu of receipt of such LPS common stock at the time of the Spin-Off, the Committee shall make
an equitable adjustment to increase the number of Restricted Shares owned by the Participant in
order to prevent any dilution in the aggregate value of the Restricted Shares resulting from the
Spin-Off. The Committee shall make such adjustment in the exercise of its reasonable, good-faith
discretion as authorized by Section 8 of the Plan. 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 Participant to remit to the Company, an amount
sufficient to satisfy any federal, state and local taxes (including the Participants FICA
obligations) required by law to be withheld with respect to this Grant. The Committee may
condition the delivery of Common Shares upon the Participants satisfaction of such withholding
obligations. The Participant 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 Participant, 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 Participant and each person
claiming under or through the Participant shall be conclusively deemed to have indicated the
Participants 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 Participant 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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