As filed with the U.S. Securities and Exchange Commission on July 31, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIDELITY NATIONAL INFORMATION SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Georgia | 37-1490331 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
601 Riverside Avenue Jacksonville, Florida | 32204 | |
(Address of Principal Executive Offices) | (Zip Code) |
FIDELITY NATIONAL INFORMATION SERVICES, INC.
2008 OMNIBUS INCENTIVE PLAN
(Full Title of the Plan)
Marc M. Mayo, Esq.
Corporate Executive Vice President and Chief Legal Officer
601 Riverside Avenue
Jacksonville, Florida 32204
(Name and Address of Agent for Service)
(904) 438-6000
(Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, par value $0.01 per share | 23,713,960 | $134.76 | $3,195,693,249.60 | $387,318.02 | ||||
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(1) | Represents additional shares of Fidelity National Information Services, Inc. (the “Registrant”) common stock, par value $0.01 per share (the “Common Stock”) that may be issued pursuant to the Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan, as amended (the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminable number of additional securities that may be offered, issued or sold under the Plan in connection with certain corporate transactions or events, including a stock split, stock dividend, recapitalization or similar transaction. |
(2) | Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee and is based on the average of the high and the low prices of the Registrant’s Common Stock on July 26, 2019, as reported on the New York Stock Exchange. |
EXPLANATORY NOTE AND STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on FormS-8 is being filed for the purpose of registering an additional 23,713,960 shares of Common Stock to be issued pursuant to the Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan, as amended (the “Plan”), in accordance with, and subject to the terms and conditions of, an exception under Section 303A.08 of the NYSE Listed Company Manual, which additional shares of Common Stock represent the remaining number of shares of Class A Common Stock, par value $0.00001 per share, of Worldpay, Inc., a Delaware corporation (“Worldpay”) available for issuance under the Worldpay, Inc. 2012 Equity Incentive Plan and the Worldpay, Inc. Employee Stock Purchase Plan, each as amended, immediately prior to the consummation of the Registrant’s acquisition of Worldpay on July 31, 2019 pursuant to that certain Agreement and Plan of Merger, dated as of March 17, 2019, by and among the Company, Wrangler Merger Sub, Inc., a Delaware corporation, and Worldpay, as appropriately adjusted to reflect such transaction. Pursuant to an exception under Section 303A.08 of the NYSE Listed Company Manual, shareholder approval is not required to list shares on the New York Stock Exchange (“NYSE”) that are available for grant under apre-existing shareholder approved plan of an issuer that is acquired in a corporate acquisition or merger transaction and such shares may be used for certain post-transaction grants, either under thepre-existing plan or another plan, provided that (i) the number of shares available for grants is appropriately adjusted to reflect the transaction; (ii) the time during which those shares are available is not extended beyond the period when they would have been available under thepre-existing plan, absent the transaction; and (iii) the options and other awards are not granted to individuals who were employed, immediately before the transaction, by the post-transaction listed company or entities that were its subsidiaries immediately before the transaction. In accordance with Section E of the General Instructions to FormS-8, the Registration Statement on FormS-8 previously filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2015 relating to the Plan (FileNo. 333-206214) is incorporated by reference herein, except to the extent expressly superseded herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain our SEC filings from the SEC’s website at http://www.sec.gov.
The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. Statements made in this prospectus as to the contents of any contract, agreement or other document are not necessarily complete, and, in each instance, we refer you to a copy of such document filed as an exhibit to the registration statement, of which this prospectus is a part, or otherwise filed with the SEC. The information incorporated by reference is considered to be part of this prospectus. When we file information with the SEC in the future, that information will automatically update and supersede this information. We incorporate by reference the documents listed below (other than information in such documents that is not deemed to be filed) and any filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the initial filing of the registration statement that contains this prospectus and until the termination of the offering of the securities covered by this prospectus:
(a) |
(b) |
(c) | Our definitive proxy statement on Schedule 14A filed with the SEC on April 12, 2019; |
(d) | Our current reports on Form8-K, filed with the SEC onMarch 8, 2019,March 18, 2019 (report filed at 8:30:28 a.m. EDT),March 18, 2019 (report filed at 5:11:04 p.m. EDT),April 11, 2019,May 13, 2019,May 17, 2019,May 21, 2019,May 23, 2019,June 4, 2019,July 3, 2019,July 5, 2019,July 24, 2019 andJuly 31, 2019; and |
(e) |
You may request a copy of these filings, at no cost, by writing to or telephoning us at:
Corporate Secretary
Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
(904)438-6000
You should rely only on the information contained in or incorporated by reference in this prospectus and any supplements to this prospectus or in any permitted free writing prospectuses we have authorized for use with respect to the applicable offering or transaction. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information provided in this prospectus or incorporated by reference in this prospectus or in any such free writing prospectus we have authorized is accurate as of any date other than the date on the front of this prospectus or the date of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
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Item 5. Interests of Named Experts and Counsel
Marc M. Mayo, who is providing the legal opinion attached as Exhibit 5.1 hereto, is employed by the Registrant as its Corporate Executive Vice President and Chief Legal Officer. Mr. Mayo owns shares of the Registrant’s common stock, directly and as a participant in the Registrant’s employee benefit plans.
Item 8. Exhibits
For the list of exhibits, see the Exhibit Index to this Registration Statement, which is incorporated herein by reference.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on July 31, 2019.
FIDELITY NATIONAL INFORMATION SERVICES, INC. |
/s/ Marc M. Mayo |
Marc M. Mayo |
Corporate Executive Vice President and Chief Legal Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned directors and officers of Fidelity National Information Services, Inc., hereby severally appoint Marc M. Mayo and Charles H. Keller, and each of them individually, with full powers of substitution and resubstitution, our true and lawful attorneys, with full powers to them and each of them to sign for us, in our names and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Gary A. Norcross Gary A. Norcross | President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | July 31, 2019 | ||
/s/ James W. Woodall James W. Woodall | Corporate Executive Vice President and Chief Financial Officer (Principal Financial Officer) | July 31, 2019 | ||
/s/ Kathleen T. Thompson Kathleen T. Thompson | Chief Accounting Officer and Controller (Principal Accounting Officer) | July 31, 2019 | ||
/s/ Ellen R. Alemany Ellen R. Alemany | Director | July 31, 2019 | ||
/s/ Keith W. Hughes Keith W. Hughes | Director | July 31, 2019 | ||
/s/ David K. Hunt David K. Hunt | Director | July 31, 2019 | ||
/s/ Louise M. Parent Louise M. Parent | Director | July 31, 2019 | ||
/s/ Brian T. Shea Brian T. Shea | Director | July 31, 2019 | ||
/s/ James B. Stallings, Jr. James B. Stallings, Jr. | Director | July 31, 2019 |
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EXHIBIT INDEX