Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
January 16 2019 - 8:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 16, 2019
Fiserv, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Wisconsin
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0-14948
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39-1506125
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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255 Fiserv Drive, Brookfield, Wisconsin 53045
(Address of Principal Executive Offices, including Zip Code)
(262)
879-5000
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or
Rule 12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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 13(a) of the Exchange
Act. ☐
Item 2.02.
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Results of Operations and Financial Condition.
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On January 16, 2019, Fiserv, Inc. (the Company) issued a press release announcing its preliminary financial results for the
quarter and year ended December 31, 2018. A copy of the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K
and is incorporated by reference herein.
On January 16, 2019, the Company and First Data Corporation issued a joint press release announcing their entry into a definitive merger
agreement (the Merger Agreement) pursuant to which the Company will acquire First Data Corporation in an
all-stock
transaction. A copy of the joint press release is attached hereto as
Exhibit 99.2 and is incorporated by reference herein. Also on January 16, 2019, the Company issued an investor presentation in connection with its entry into the Merger Agreement. The investor presentation is attached hereto as
Exhibit 99.3 and is incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned
hereunto duly authorized.
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FISERV, INC.
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Date: January 16, 2019
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By:
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/s/ Robert W. Hau
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Name:
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Robert W. Hau
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Title:
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Chief Financial Officer and Treasurer
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