Edgar Filing: FISERV INC

Form 8-K/Amendment

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

AMENDMENT TO

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2007

Fiserv, Inc.

(Exact Name of Registrant as Specified in Charter)

Wisconsin

0-14948

39-1506125

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

255 Fiserv Drive, Brookfield, Wisconsin 53045

(Address of Principal Executive Offices, including Zip Code)

(262) 879-5000

(Registrant’s telephone number, including area code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note:

This Amendment to the Current Report on Form 8-K of Fiserv, Inc. dated and filed with the Securities and Exchange Commission on August 2, 2007 is intended to furnish under Items 7.01 and 9.01 below certain information previously filed with the Commission under Items 8.01 and 9.01. Accordingly, this amendment deletes in its entirety the information previously filed under Items 8.01 and 9.01 and replaces it with the information furnished under Items 7.01 and 9.01 hereto. The information included herein, including the exhibits attached hereto, is substantively identical to that which was previously filed.

Item 7.01

Regulation FD Disclosure

On August 2, 2007, Fiserv and CheckFree issued a joint press release announcing that they had entered into the Merger Agreement. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On August 2, 2007, Fiserv held a conference call for investors and analysts in connection with the announcement of the Merger Agreement. The transcript of that call is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

Statements in the accompanying conference call transcript constitute “forward-looking statements.” Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include the following: the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected time-frames or at all and to successfully integrate CheckFree’s operations into those of Fiserv; such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees at CheckFree; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Fiserv and others related to the merger agreement; shareholder approval or other conditions to the completion of the transaction may not be satisfied, or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the amount of the costs, fees, expenses and charges related to the merger and the execution of certain financings that will be obtained to consummate the merger; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; Fiserv’s ability to complete the sale of the Fiserv ISS business and the potential impact of the Fiserv 2.0 initiatives. Fiserv and CheckFree are subject to, among other things, changes in customer demand for their products and services, pricing and other actions by competitors, general changes in local, regional, national and international economic conditions and the impact they may have on Fiserv and CheckFree and their customers and Fiserv’s and CheckFree’s assessment of that impact; proposed or enacted legislation affecting the financial services industry as a whole, and/or Fiserv and CheckFree and their subsidiaries individually or collectively; regulatory supervision and oversight; rapid technological developments and changes; Fiserv’s and CheckFree’s ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products/services; containing costs and expenses; protection and validity of intellectual property rights; the outcome of pending and future litigation and governmental proceedings; acts of war and terrorism; and the other factors discussed in “Risk Factors” in Fiserv’s Annual Report or Form 10-K for the most recently ended fiscal year and Fiserv’s other filings with the SEC, which are available at http://www.sec.gov. Fiserv assumes no obligation to update the information in the accompanying conference call transcript, except as otherwise required by law. Readers are cautioned not to place undue reliance on forward-looking statements that speak only as of the date hereof.

Additional Information and Where to Find It

This Current Report on Form 8-K may be deemed to be solicitation material in respect of the proposed acquisition of CheckFree by Fiserv. In connection with the proposed acquisition, Fiserv and CheckFree intend to file relevant materials with the SEC, including CheckFree’s proxy statement on Schedule 14A. STOCKHOLDERS OF CHECKFREE ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING CHECKFREE’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, http://www.sec.gov, and CheckFree stockholders will receive information at an appropriate time on how to obtain transaction-related documents for free from CheckFree. Such documents are not currently available.

Fiserv and its directors and executive officers, and CheckFree and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of CheckFree common stock in respect of the proposed transaction. Information about the directors and executive officers of Fiserv is set forth in its proxy statement for its 2007 Annual Meeting of Shareholders, which was filed with the SEC on April 11, 2007. Information about the directors and executive officers of CheckFree is set forth in its proxy statement for its 2006 Annual Meeting of Stockholders, which was filed with the SEC on September 26, 2006. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement regarding the acquisition when it becomes available.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits. The following exhibits are being furnished herewith:


Exhibit Number		Description
99.1		Press Release, dated August 2, 2007* (incorporated by reference to Exhibit 99.1 to Fiserv Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
99.2		Transcript of Conference Call, dated August 2, 2007*

*	Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized.


	FISERV, INC.

Date: November 13, 2007	By:	/s/ Thomas J. Hirsch
		Thomas J. Hirsch
		Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

EXHIBIT INDEX


Exhibit Number		Description
99.1		Press Release, dated August 2, 2007 (incorporated by reference to Exhibit 99.1 to Fiserv, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
99.2		Transcript of Conference Call, dated August 2, 2007*

*	Previously filed.