8-K/ARegulation FDExhibits & Filings

FISERV INC 8-K/A Report, Regulation FD Disclosure (Nov 13, 2007)

Filed November 13, 2007For Securities:FISV

Summary

This Form 8-K/A filing from Fiserv, Inc. (FISV) serves as an amendment to a previous report dated August 2, 2007, primarily to furnish information under Regulation FD. The core of this amendment pertains to the announcement of a definitive merger agreement between Fiserv and CheckFree, which was initially disclosed on August 2, 2007, through a joint press release and a subsequent investor conference call. Investors should note that this filing is an amendment, confirming and re-furnishing previously released information regarding this significant transaction. The amendment also includes a cautionary statement regarding forward-looking statements, highlighting potential risks and uncertainties associated with the merger. These include challenges in integrating CheckFree's operations, potential revenue shortfalls, increased costs, customer loss, and the possibility of not achieving expected synergies. The filing emphasizes that actual results could materially differ from those projected and directs readers to Fiserv's other SEC filings for a more comprehensive discussion of risk factors. This filing is crucial for understanding the initial disclosure of a major acquisition and its associated risks as communicated by Fiserv.

Key Highlights

  • 1Fiserv, Inc. (FISV) filed an amendment to its August 2, 2007, Form 8-K to re-furnish information under Regulation FD.
  • 2The amendment confirms the announcement of a definitive merger agreement between Fiserv and CheckFree, originally disclosed on August 2, 2007.
  • 3Key exhibits furnished include the joint press release announcing the merger agreement and the transcript of a conference call for investors and analysts.
  • 4A significant cautionary statement is included, outlining numerous forward-looking statements and potential risks associated with the proposed merger with CheckFree.
  • 5Potential risks mentioned include difficulties in integrating CheckFree's operations, achieving synergies, customer loss, and disruption of business.
  • 6The filing encourages investors to consult Fiserv's other SEC filings, particularly the 'Risk Factors' section in its Form 10-K, for a thorough understanding of potential risks.
  • 7The amendment also notes that additional information regarding the merger will be filed, including CheckFree's proxy statement.

Frequently Asked Questions

This filing is an amendment to a previous Form 8-K dated August 2, 2007. Its primary purpose is to furnish information under Regulation FD, specifically related to the merger agreement announced between Fiserv and CheckFree. It re-furnishes the press release and conference call transcript that initially disclosed this significant transaction.

The key event is the announcement and details surrounding Fiserv's definitive merger agreement with CheckFree. This filing serves to formally re-present the information about this agreement that was previously disclosed on August 2, 2007.

The filing highlights several potential risks, including the possibility that Fiserv may not achieve expected synergies or operating efficiencies from the merger, integration challenges with CheckFree's operations, potential revenue shortfalls, increased operating costs, customer loss, and business disruption. It also mentions the risk of termination of the merger agreement and potential legal proceedings.

The filing directs investors to Fiserv's other SEC filings, particularly the 'Risk Factors' section in its Annual Report on Form 10-K for the most recently ended fiscal year. Additionally, it states that CheckFree's proxy statement on Schedule 14A will contain important information about the proposed transaction once filed with the SEC.