Business Context and Reporting Period
This Form 8-K is filed by Certegy Inc. on January 19, 2006. The report addresses a material definitive agreement regarding the merger between Certegy Inc. and Fidelity National Information Services, Inc., originally dated September 14, 2005. The filing specifically details the impact of this merger on Certegy's Annual Incentive Plan.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on executive compensation adjustments triggered by the merger.
Material Changes
The primary material change is the approval of bonuses under the Annual Incentive Plan due to the "change in control" provision activated by the merger with Fidelity National Information Services, Inc. The Compensation Committee approved two types of payments:
- Change in Control Bonuses: Awards for the year of the merger, calculated as the greater of the target award or projected results prorated through the merger date. These payments are contingent upon the consummation of the merger.
- 2005 Fiscal Year Bonuses: Payments based on the achievement of previously reported Plan objectives, subject to confirmation of results through the annual auditing process.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or a discussion of general business risks. The primary contingency noted is that the change in control bonuses are strictly dependent on the successful consummation of the merger.
Investor Verification Checklist
- Verify the final status and effective date of the merger between Certegy Inc. and Fidelity National Information Services, Inc.
- Confirm the total financial impact of the approved bonuses on Certegy's 2006 financial statements.
- Review the full text of the Annual Incentive Plan (Exhibit 10.46 to the February 10, 2005 Form 8-K) for complete terms.
- Monitor the annual audit results to confirm the payout of the 2005 fiscal year bonuses.