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 7, 2009
Fidelity National Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
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Georgia
(State or Other Jurisdiction of Incorporation or Organization)
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37-1490331
(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:
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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 7.01. Regulation FD Disclosure.
On December 7, 2009, FIS made available presentation materials (the “Presentation Materials”) to be
used by FIS at an investor and analyst conference that it is hosting on December 7, 2009. A copy
of the Presentation Materials is included as Exhibit 99.1.
A preliminary 2010 financial outlook is included on page 92 of the
Presentation Materials.
On November 30, 2009, FIS furnished investors with supplemental financial data recasting the
revenues and operating income for the first three quarters of 2009 and full year and fourth quarter
results for 2008 in a manner consistent with how FIS will report results beginning in the fourth
quarter of 2009. These schedules combined the results of Metavante Technologies, Inc. (“Metavante”)
on a pro forma basis as if the merger was completed on January 1 of each respective year and
reported the operating results of ClearPar as discontinued operations. Additionally, the
Presentation Materials include supplemental financial data and non-GAAP measures. Reconciliations
of these non-GAAP measures to related GAAP measures are provided in the referenced schedules.
These schedules are included as Exhibit 99.2.
The information in this report, including the Presentation Materials, is being “furnished” pursuant to General Instruction F to Current Report on Form 8-K,
and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.
The information in this report, including the Presentation Materials, shall not be incorporated by reference into any registration statement or other
documents pursuant to the Securities Act of 1933, as amended, or into any filing or other document
pursuant to the Exchange Act except as otherwise expressly stated in any such filing.
Forward-Looking Statements
The Presentation Materials contains statements related to FIS’ future plans and expectations and,
as such, constitutes “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 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.
All forward-looking statements included in this document are based on information available at the
time of the document. FIS assumes no obligation to update any forward-looking statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 |
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Presentation Materials for use at the investor and analyst conference hosted by FIS on December 7, 2009.* |
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| 99.2 |
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Supplemental financial schedules and reconciliations of
non-GAAP measures.* |
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As described in Item 7.01 above of this Current Report, this exhibit is “furnished” and not “filed” with this Current Report. |