8-KCorporate ChangesExhibits & Filings

FISERV INC 8-K Report, Bylaw Amendment (Aug 16, 2007)

Filed August 16, 2007For Securities:FISV

Summary

Fiserv, Inc. (FISV) filed an 8-K on August 16, 2007, to report an amendment to its corporate by-laws. This amendment, adopted by the Board of Directors on August 14, 2007, was primarily driven by new rule changes from the Nasdaq Stock Market LLC. These changes mandate that Nasdaq-listed companies must be eligible for a direct registration system (DRS) by January 1, 2008. The key change in the by-laws allows Fiserv to issue both certificated and uncertificated shares, whereas previously, only certificated shares were permitted. This update is crucial for maintaining compliance with Nasdaq's DRS requirements, which facilitate electronic holding of shares without physical certificates. While this is a procedural update, it is important for investors to understand that Fiserv is taking necessary steps to remain compliant with stock exchange regulations.

Key Highlights

  • 1Fiserv, Inc. amended its by-laws on August 14, 2007, to comply with Nasdaq listing requirements.
  • 2The amendment enables Fiserv to support the Direct Registration System (DRS).
  • 3Companies must be DRS-eligible by January 1, 2008, to meet Nasdaq rules.
  • 4The by-laws now permit the issuance of both certificated and uncertificated shares.
  • 5Previously, Fiserv's by-laws only allowed for certificated shares.
  • 6The amended and restated by-laws are filed as an exhibit to the 8-K.
  • 7This filing ensures continued compliance with stock exchange regulations for Fiserv.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors that Fiserv has amended its by-laws to comply with new Nasdaq Stock Market rules requiring companies to be eligible for the Direct Registration System (DRS) by January 1, 2008.

The by-laws were amended to allow Fiserv to issue both certificated and uncertificated shares. Previously, the by-laws only permitted the issuance of certificated shares.

DRS eligibility is important because it is a requirement set by the Nasdaq Stock Market for listed companies. Compliance ensures that Fiserv's securities can be held electronically without physical certificates, aligning with modern market practices and regulatory mandates.

This amendment is primarily procedural and regulatory. It allows for greater flexibility in how shares can be issued and held moving forward. It is not expected to negatively affect the rights of existing shareholders, but rather to ensure continued compliance and operational efficiency.