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): December 9, 2005
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.) |
| 100 Second Avenue South Suite 1100S St. Petersburg, FL |
33701 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (727) 227-8000
(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.):
| ¨ | 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On December 9, 2005, Certegy Inc. (“Certegy”) announced the resignation of board member Charles T. Doyle, effective December 8, 2005. A copy of the press release is attached as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Certegy Inc. press release dated December 9, 2005, announcing the resignation of board member Charles T. Doyle. |
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 | |||
| Date: December 9, 2005 | Michael T. Vollkommer Executive Vice President and Chief Financial Officer | |||
Exhibit 99.1
| Press Release | Certegy Inc. | |||
| 100 Second Avenue South | ||||
| Suite 1100S | ||||
| St. Petersburg, FL 33701 | ||||
| Date: December 9, 2005 | Phone: 727-227-8000 | |||
| Fax: 727-227-8091 | ||||
| Contact: Mary Waggoner | ||||
| Certegy Inc. | ||||
| SVP - Investor Relations | ||||
| 678-867-8004 | ||||
FOR IMMEDIATE RELEASE
Certegy Inc. Accepts Resignation of Board of Directors Member
Charles T. Doyle
St. Petersburg, FL, December 9, 2005 – Certegy Inc. (NYSE:CEY), a leading global provider of payment services to financial institutions and retailers, today announced the resignation of board member Charles T. Doyle, effective December 8, 2005. Mr. Doyle, who has served on Certegy’s board since June 2001, was a member of the Audit Committee.
Mr. Doyle is Chairman of the Board of Texas First Bank, and Chairman and Chief Executive Officer of Texas Independent Bancshares, Inc. He also serves as a director of VISA USA, Inc., VISA International, Inc., and Inovant, a transaction processor for merchants and issuers of credit cards.
Mr. Doyle affirmed his support for Certegy’s proposed merger with Fidelity National Information Services, Inc., a subsidiary of Fidelity National Financial, Inc. (NYSE:FNF). He is not among the Certegy directors designated to serve as a director of the new company, and cited personal reasons as the basis for his decision to resign at this time. “It has truly been a privilege to serve with the management team and my fellow directors since Certegy’s spin-off from Equifax,” he stated.
“Chuck has been an exceptional board member, and we have benefited greatly from his strong leadership and guidance,” stated Lee A. Kennedy, Chairman and Chief Executive Officer of Certegy. “It has been a pleasure to work with him, and we extend our sincere appreciation for his dedication and service to our company.”
About Certegy
Certegy (NYSE:CEY) provides credit and debit processing, check risk management and cash access services, 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 on Certegy, please visit www.certegy.com.
Additional Information and Where to Find It
In connection with the proposed merger, Certegy Inc. has filed a proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by Certegy and Fidelity National Information Services, Inc. with the Commission at the Commission’s website at http://www.sec.gov. Free copies of the proxy statement, and each company’s other filings with the Commission may also be obtained from the respective companies. Free copies of Certegy’s filings may be obtained by going to Certegy’s Investor Relations Page or its corporate website at www.certegy.com or by directing a request to Investor Relations, Certegy Inc., 100 Second Avenue South, Suite 1100S, St. Petersburg, FL 33701. Free copies of Fidelity National Financial’s filings may be obtained by directing a request to Fidelity National Financial’s corporate website at www.fnf.com or by directing a request to Investor Relations, Fidelity National Financial, Inc., 601 Riverside Avenue, Jacksonville, FL, 32204.