As filed with the Securities and Exchange Commission on July 3, 2001.
File No. 333-________
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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.)
555 North Point Centre, East
Suite 300
Alpharetta, Georgia 30022
(Address, Including Zip Code, of Registrant's Principal
Executive Offices)
________________
CERTEGY INC. 401(k) PLAN
(Full Title of the Plan)
_________________
Bruce S. Richards, Esq.
Corporate Vice President, General Counsel and Secretary
555 North Point Centre, East
Suite 300
Alpharetta, Georgia 30022
(678) 867-8000
(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 1,500,000 $26.33 $39,495,000 $9,873.75
value and related Common
Stock Purchase Rights/(3)/
- -----------------------------------------------------------------------------------------------------------------------------
(1) Represents an estimate of the maximum number of shares that may be acquired
under the Certegy Inc. 401(k) Plan (the "Plan"). In addition, pursuant to
Rule 416 under the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statements also relates to such indeterminate
number of (i) additional shares of Common Stock of the Registrant as may be
issuable as a result of stock splits, stock dividends or similar
transactions, as described in the Plan, and (ii) interests to be offered or
sold pursuant to the Plan described herein.
(2) Estimated solely for the purpose calculating the registration fee in
accordance with Rule 457(h) of the Securities Act, based on the average of
the high and low prices in the "when issued" market for the Registrant's
Common Stock on the New York Stock Exchange on June 26, 2001.
(3) No separate consideration will be received for the Rights, which initially
will trade together with the Common Stock.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information concerning the Certegy Inc.
401(k) Plan (the "Plan") 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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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") 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 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.
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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).
23.1 Consent of Arthur Andersen LLP.
24 Power of Attorney is included on signature page.
99.1 Form of Certegy Inc. 401(k) Plan.
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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 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
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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.
(d) The undersigned Registrant hereby undertakes to submit, or cause to be
submitted, the Plan and any amendments thereto to the Internal Revenue Service
(the "IRS") in a timely manner and will make changes required by the IRS in
order to qualify the Plan under Section 401 of the Internal Revenue Code.
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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 28, 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 on Form S-8
relating to the registration of shares of common stock offered in connection
with the Certegy Inc. 401(k) Plan 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 Executive Officer & Director June 28, 2001
- --------------------------------- (Principal Executive Officer)
Lee A. Kennedy
/s/ Michael T. Vollkommer Vice President & Treasurer (Principal Financial June 28, 2001
- --------------------------------- and Accounting Officer)
Michael T. Vollkommer
Director
- ---------------------------------
Thomas F. Chapman
/s/ Kent E. Mast Director June 28, 2001
- ---------------------------------
Kent E. Mast
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THE PLAN. Pursuant to the requirements of the Securities Act, the trustees
(or other person who administer the employment benefit plans) have 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 29, 2001.
CERTEGY INC. 401(K) PLAN
By: /s/ Richard D. Gapen
-----------------------------
Richard D. Gapen
Plan Administrator
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EXHIBIT INDEX
Exhibit Number Description
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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).
23.1 Consent of Arthur Andersen LLP.
24 Power of Attorney is included on signature page.
99.1 Certegy Inc. 401(k) Plan.