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):
February 15, 2006
Fidelity National
Information Services, Inc.
(Exact name of Registrant as Specified in its Charter)
1-16427
(Commission File Number)
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58-2606325 |
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(IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(Addresses of Principal
Executive Offices)
(904) 854-8100
(Registrant’s 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 7.01. Regulation FD Disclosure.
On February 15, 2006, Fidelity National Information Services, Inc. (“FIS”) issued a news release
(the “Press Release”) disclosing material nonpublic information regarding its earnings outlook for
the full year 2006 following its merger with Certegy, Inc. on February 1, 2006. Additionally, on
February 15, 2006, FIS made available presentation materials (the “Presentation Materials”) to be
used by FIS at an investor and analyst conference that it is hosting on February 15, 2006. A copy
of the Press Release and the Presentation Materials are attached as Exhibits 99.1 and 99.2,
respectively, and are incorporated herein by reference.
The information in this report, including the Press Release and the Presentation Materials
incorporated herein by reference, 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 and 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 Press Release and
the Presentation Materials incorporated herein by reference, 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 Press Release and Presentation Materials contains statements related to future events and
expectations, including FIS’s pro forma outlook for 2006 and the underlying assumptions, and as
such, constitute forward-looking statements. These forward-looking statements are subject to known
and unknown risks, uncertainties and other factors that may cause actual results, performance or
achievements of the company to be different from those expressed or implied above. FIS expressly
disclaims any duty to update or revise forward-looking statements. The risks and uncertainties
which forward-looking statements are subject to include, but are not limited to, the effects of
governmental regulations, the economy, competition, the risk that the merger of FIS and Certegy,
Inc. may fail to achieve beneficial synergies or that it may take longer than expected to do so,
the effects of FIS’s substantial leverage, which may limit the funds available to make acquisitions
and invest in its 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,
potential overdependence on a limited number of customers due to consolidation in the banking,
retail and financial services industries, the risk of a downturn in the level of real estate
activity, which would adversely affect certain of FIS’s businesses, failure to adapt to changes in
technology or in the marketplace and other risks detailed from time to time in the Form 10-K and
other reports and filings with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Press Release Issued by Fidelity National Information Services, Inc.* |
99.2
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Presentation Materials for use at the investor and analyst conference hosted by FIS on
February 15, 2006.* |
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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. |