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): May 23, 2005
CERTEGY INC.
(Exact name of registrant as specified in its charter)
| Georgia | 001-16427 | 58-2606325 | ||
| (State or other Jurisdiction of incorporations) |
(Commission File Number) | (IRS Employer Identification No.) |
| 100 2nd Avenue South Suite 1100 S St. Petersburg, FL |
33701 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (727) 227-8000
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01. REGULATION FD DISCLOSURE
Certegy Inc. (“Certegy”) is furnishing the following information and Exhibit pursuant to Item 7.01 of Form 8-K.
On May 23, 2005, NOVA Information Systems (“NOVA”) issued a press release announcing it had entered into an agreement to acquire Certegy’s merchant acquiring business. A copy of the press release is attached as Exhibit 99.1.
Certegy’s merchant acquiring portfolio generates approximately $4.5 billion in volume annually. Approximately $1.5 billion of this volume is not currently part of the acquisition by NOVA. This remaining portfolio volume is expected to be sold in the near future. In total from these dispositions, Certegy expects to receive after-tax proceeds of approximately $42 to $44 million, and a net after-tax gain of approximately $16 to $17 million, or $0.25 to $0.27 per diluted share. Closing of the acquisition by NOVA is planned after the required regulatory approvals are obtained.
The information in the Report, including the Exhibit attached hereto, is furnished solely pursuant to Item 7.01 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
| (c) | Exhibits: |
| Exhibit No. |
Description | |
| 99.1 | NOVA Information Systems press release dated May 23, 2005 announcing an agreement to acquire Certegy Inc.’s merchant acquiring business (furnished pursuant to Item 7.01 of 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 | ||||
| Date: May 23, 2005 | Executive Vice President and Chief Financial Officer | |||
Exhibit 99.1
News Release
| Contact: | Michelle Graff | |
| NOVA Information Systems | ||
| 678-731-5064 | ||
| Mary K. Waggoner | ||
| Certegy Inc. | ||
| 678-867-8004 | ||
NOVA ACQUIRES CERTEGY’S MERCHANT ACQUIRING BUSINESS
Certegy to Deliver $3.0 Billion in Bankcard Volume and 14,000 Merchant Locations
ATLANTA (May 23, 2005) – NOVA Information Systems (NOVA) has entered into an agreement to acquire Certegy’s (NYSE: CEY) existing merchant acquiring portfolio. NOVA will provide processing services, customer service and support operations to Certegy’s existing 14,000 acquired merchant locations. The credit and debit card processing volume from the Certegy portfolio is expected to generate approximately $3.0 billion in additional volume annually. Merchant conversions are expected to be completed by the end of 2005.
As part of the joint marketing agreement, NOVA will sell Certegy’s regional check products through its merchant sales force, and Certegy will provide NOVA with new merchant referrals through its sales representatives in the United States.
“We are very pleased to partner with an industry leader like NOVA to offer a full suite of payment processing solutions to retailers throughout the United States,” stated Lee Kennedy, chairman and chief executive officer of Certegy. “We value the relationships we have developed with our merchant processing customers, and selected NOVA based on their outstanding track record of providing world class customer support.”
“Once again we have demonstrated our strong ability to partner with financial services providers to extend merchant processing services to their customers,” said Pamela Joseph, president and chief executive officer, NOVA Information Systems. “NOVA’s advanced processing network, robust solutions and strong operational infrastructure, combined with Certegy’s industry-leading risk management products, results in a winning value proposition for our respective companies and our merchant customers.”
About Certegy
Certegy Inc. provides credit and debit card issuer services, check risk management, cash access services, institution merchant processing and e-banking services to over 6,500 financial institutions, 100,000 retailers and 100 million consumers worldwide. Headquartered in St. Petersburg, Florida, Certegy maintains a strong global presence with operations in the United States, United Kingdom, Ireland, France, Chile, Brazil, Australia, New Zealand, Thailand and the Caribbean. 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 2004. For more information about Certegy, please visit www.certegy.com.
About NOVA
NOVA Information Systems, a leader in the payment processing industry, is a wholly owned subsidiary of U.S. Bancorp (NYSE: USB). NOVA partners with financial institutions, independent sales organizations, associations, government agencies and community banks to offer integrated payment processing services to merchants. NOVA’s products include credit and debit card processing services, software applications, electronic check conversion, gift card solutions and other value-added services to more than 850,000 merchant locations in the United States, Canada and Europe. For more information visit www.novainfo.com.