SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 25, 1999
(Date of earliest event reported)
FISERV, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 0-14948
WISCONSIN 39-1506125
(State of incorporation) (I.R.S. Employer
Identification No.)
255 Fiserv Drive
Brookfield, Wisconsin 53045
(Address of principal executive offices) (Zip Code)
(414) 879-5000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
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(1) The Restated Articles of Incorporation of Fiserv, Inc. were amended to (a)
increase the number of authorized shares of common stock from 150,000,000
to 300,000,000 shares, $.01 par value per share, and (b) increase the
number of shares of preferred stock designated as Series A Junior
Participating Preferred Stock to 3,000,000 shares, no par value per share.
The amendment to increase the number of authorized shares of common stock
was approved by shareholders at Fiserv, Inc.'s Annual Meeting of
Shareholders held on March 25, 1999.
(2) Fiserv, Inc. announces 3-for-2 stock split in its outstanding shares of
common stock among shareholders of record as of April 16, 1999, payable on
or about April 30, 1999.
(3) Fiserv, Inc. announces that Mr. Leslie Muma is the new Chief Executive
Officer, succeeding Mr. George Dalton. Mr. Muma was appointed the Vice
Chairman, President and Chief Executive Officer of the Company, and will
retain the responsibilities of Chief Operating Officer. Mr. Dalton will
remain Chairman of the Company's Board of Directors.
(4) Article IV, Section 7 of the Bylaws of Fiserv, Inc. were amended to provide
that the Chairman of the Board shall not be required to be the Chief
Executive Officer of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(C) EXHIBITS.
3.1 Articles of Amendment to the Restated Articles of Incorporation
of Fiserv, Inc.
3.2 Bylaws of Fiserv, Inc., as amended.
99.1 Press Release dated March 25, 1999, announcing 3-fr-2 stock
split.
99.2 Press Release dated March 25, 1999, announcing Mr. Leslie Muma as
new Chief Executive Officer.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 30, 1999 FISERV, INC.
By: /s/ Charles W. Sprague
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Charles W. Sprague
Corporate Executive Vice President, Secretary
and General Counsel
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APPENDIX AND EXHIBIT INDEX
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APPENDIX AND SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- ----------
3.1 Articles of Amendment to the Restated Articles of Incorporation
of Fiserv, Inc.....................................................
3.2 Bylaws of Fiserv, Inc., as amended.................................
99.1 Press Release dated March 25, 1999 announcing 3-for-2 stock split..
99.2 Press Release dated March 25, 1999, announcing Mr. Muma as
new Chief Executive Officer........................................