As filed with the Securities and Exchange Commission on June 19, 2001.
File No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
CERTEGY INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 58-2606325
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
(Address, Including Zip Code, of Registrant's Principal Executive Offices)
_______________________
CERTEGY INC. 2001 STOCK INCENTIVE PLAN
CERTEGY INC. 2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
_______________________
Bruce S. Richards, Esq.
Corporate Vice President, General Counsel and Secretary
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
(404) 885-8000
(Name, Address, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Larry D. Ledbetter, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street, N.E., Suite 2800
Atlanta, Georgia 30309
(404) 815-6500
_______________________
Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered/(1)/ Per Share/(2)/ Offering Price/(2)/ Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par 10,200,000 $.77 $7,854,000 $1,963.50
value and related
Common Stock Purchase
Rights/(3)/
- ----------------------------------------------------------------------------------------------------------------------
(1) Includes 10,000,000 shares to be issued upon the grant or exercise of awards
under the Certegy Inc. 2001 Stock Incentive Plan and 200,000 shares to be
issued upon the exercise of options granted under the Certegy Inc. 2001 Non-
Employee Director Stock Option Plan. In addition, pursuant to Rule 416 under
the Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement also relates to such indeterminate number of
additional shares of Common Stock of the Registrant as may be issuable in
the event of a stock dividend, stock split, recapitalization, or other
similar changes in the capital structure, merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete
liquidation, or other distribution of assets, issuance of rights or warrants
to purchase securities, or any other corporate transaction or event having
an effect similar to any of the foregoing.
(2) Estimated solely for the purpose calculating the registration fee in
accordance with Rule 457(c) and (h) of the Securities Act. The proposed
maximum aggregate offering price and amount of registration fee are
calculated on the basis of an estimated book value per share of $.77 as of
March 31, 2001.
(3) No separate consideration will be received for the Rights, which initially
will trade together with the Common Stock.
================================================================================
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information concerning the Certegy Inc. 2001
Stock Incentive Plan, and Certegy Inc. 2001 Non-Employee Director Stock Option
Plan (the "Plans") required by Item 1 of Part I of Form S-8 and the statement of
availability of Registration Information, Plan Information and other information
required by Item 2 of Part I of Form S-8 will be sent or given to participants
as specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "SEC") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act. The Registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the registrant shall furnish to the SEC or its staff a
copy or copies of all of the documents included in such file.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by Certegy Inc. (the "Company")
with the SEC and are incorporated herein by reference (File No. 001-16427):
(1) The Company's Registration Statement on Form 10 declared
effective by the SEC on June 12, 2001 and all amendments thereto.
All documents, filed subsequent to the date hereof by the Company with the
SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents"); provided, however,
that the documents enumerated above or subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
during which the offering made hereby is in effect prior to the filing with the
SEC of the Company's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference herein or be a part
hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Georgia Business Corporation Code permits a corporation to eliminate or
limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director, provided that no provision shall eliminate or limit the liability of a
director: (A) for any appropriation, in violation of his duties, of any business
opportunity of the corporation; (B) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (C) for unlawful corporate
distributions; or (D) for any transaction from which the director received an
improper personal benefit. This provision pertains only to breaches of duty by
directors in their capacity as directors (and not in any other corporate
capacity, such as officers) and limits liability only for breaches of fiduciary
duties under Georgia corporate law (and not for violation of other laws, such as
the federal securities laws). The Registrant's Amended and Restated Articles of
Incorporation (the "Restated Articles") will exonerate the Registrant's
directors from monetary liability to the extent permitted by this statutory
provision.
The Registrant's Amended and Restated Bylaws (the "Bylaws") also will
provide that the Registrant shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, whether formal or informal, by reason of the fact that such
person is or was a director or officer of the Registrant, or is or was serving
at the request of the Registrant as a director, officer, partner, trustee,
employee or agent of another domestic or foreign corporation, partnership, joint
venture, trust, employee benefit plan, or other entity, against judgments,
amounts paid in settlement, penalties, fines, including an excise tax assessed
with respect to an employee benefit plan, and reasonable expenses, including
counsel fees, incurred by such person in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant (and with respect to any criminal action or proceeding, if such
person had no reasonable cause to believe such person's conduct was unlawful).
In addition, the Bylaws provide that the Registrant shall advance to its
directors or officers reasonable expenses of any such proceeding.
Notwithstanding any provisions of the Registrant's Amended Restated
Articles and Bylaws to the contrary, the Georgia Business Corporation Code
provides that the Registrant shall not indemnify a director or officer for any
liability incurred in a proceeding in which the director is adjudged liable to
the Registrant or is subjected to injunctive relief in favor of the Registrant:
(1) for any appropriation, in violation of his duties, of any business
opportunity of the Registrant; (2) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (3) for unlawful corporate
distributions; or (4) for any transaction from which the director or officer
received an improper personal benefit.
The Registrant intends to carry insurance on behalf of directors and
officers that may cover, among other things, any liabilities that may accrue
under the statutory provisions referred to above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
II-2
ITEM 8. EXHIBITS
The following exhibits are filed with this Registration Statement:
Exhibit Number Description
- -------------- -----------
4.1 Amended and Restated Articles of Incorporation of
the Registrant (incorporated by reference to
Exhibit 3.1 of the Registrant's Registration
Statement on Form 10, as amended, declared
effective by the SEC on June 12, 2001, File No.
001-16427).
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form 10, as
amended, declared effective by the SEC on June 12,
2001, File No. 001-16427).
4.3 Rights Agreement between the registrant and
SunTrust Bank, as rights agent (incorporated by
reference to Exhibit 4.3 of the Registrant's
Registration Statement on Form 10, as amended,
declared effective by the SEC on June 12, 2001,
File No. 001-16427).
5 Opinion of Kilpatrick Stockton LLP as to the
legality of the securities to be issued.
23.1 Consent of Kilpatrick Stockton LLP is included in
the opinion filed as Exhibit 5 hereto.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney is included on signature page.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be
II-3
reflected in the form of prospectus filed with the
SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a
20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs 1(i) and 1(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
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 Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on June 15, 2001.
CERTEGY INC.
By: /s/ Lee A. Kennedy
-------------------------
Lee A. Kennedy
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures appears
below constitutes and appoints Bruce S. Richards and Michael T. Vollkommer, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement relating to
the registration of shares of common stock on Form S-8 and to sign any and all
amendments (including post effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the SEC, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing required or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute, could lawfully do or cause to be done by
virtue hereof.
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/ Lee A. Kennedy
- ------------------------- President, Chief Operating Officer & Director June 15, 2001
Lee A. Kennedy (Principal Executive Officer)
/S/ Michael T. Vollkommer
- ------------------------- Vice President & Treasurer (Principal Financial June 15, 2001
Michael T. Vollkommer and Accounting Officer)
- ------------------------- Director June , 2001
Thomas F. Chapman
/S/ Kent E. Mast
- ------------------------- Director June 15, 2001
Kent E. Mast
II-5
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 Amended and Restated Articles of Incorporation of
the Registrant (incorporated by reference to
Exhibit 3.1 of the Registrant's Registration
Statement on Form 10, as amended, declared
effective by the SEC on June 12, 2001, File No.
001-16427).
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form 10, as
amended, declared effective by the SEC on June 12,
2001, File No. 001-16427).
4.3 Rights Agreement between the registrant and
SunTrust Bank, as rights agent (incorporated by
reference to Exhibit 4.3 of the Registrant's
Registration Statement on Form 10, as amended,
declared effective by the SEC on June 12, 2001,
File No. 001-16427).
5 Opinion of Kilpatrick Stockton LLP as to the
legality of the securities to be issued.
23.1 Consent of Kilpatrick Stockton LLP is included in
the opinion filed as Exhibit 5 hereto.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney is included on signature page.
II-6