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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule TO
(Amendment No. 3)
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
Fidelity National Information Services, Inc.
(Name of Subject Company (Issuer))
Fidelity National Information Services, Inc.
(Name of Filing Person (Offeror))
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
31620M106
(CUSIP Number of Class of Securities)
Michael L. Gravelle, Esq.
Corporate Executive Vice President, Chief Legal Officer and Corporate Secretary
Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Telephone: (904) 854-5000

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Lawrence S. Makow, Esq.
Matthew M. Guest, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
CALCULATION OF FILING FEE
     
Transaction Valuation*   Amount of Filing Fee**
$2,500,000,000   $178,250
*   Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was calculated assuming that 80,645,161 outstanding shares of common stock, par value $.01 per share, are being purchased at the maximum possible tender offer price of $31.00 per share.
 
**   The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, equals $71.30 per million of the value of the transaction.
þ   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
         
 
  Amount Previously Paid: $178,250   Filing Party: Fidelity National Information Services, Inc.
 
  Form or Registration No.: Schedule TO   Date Filed: July 6, 2010
o    Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
  o    third-party tender offer subject to Rule 14d-1.
 
  þ    issuer tender offer subject to Rule 13e-4.
 
  o    going-private transaction subject to Rule 13e-3.
 
  o    amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
 
 

 


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Items 1 through 12. Summary Term Sheet; Subject Company Information; Identity and Background of Filing Person; Terms of the Transaction; Past Contacts, Transactions, Negotiations and Agreements; Purposes of the Transaction and Plans or Proposals; Source and Amount of Funds or Other Consideration; Interest in Securities of the Subject Company; Persons/Assets Retained, Employed, Compensated or Used; Financial Statements; Additional Information; Exhibits
Item 12. Exhibits.
SIGNATURE
EX-99.(A)(1)(O)
EX-99.(A)(5)(L)


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INTRODUCTION
     This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange (“SEC”) on July 6, 2010 and amended by Amendment No. 1 filed with the SEC on July 9, 2010 and Amendment No. 2 filed with the SEC on July 21, 2010 (as amended, the “Schedule TO”) by Fidelity National Information Services, Inc., a Georgia corporation (“FIS” or the “Company”). The Schedule TO relates to the tender offer by FIS to purchase, for not more than $2,500,000,000 in cash, up to 86,206,896 shares of its common stock, par value $.01 per share, at a price of not more than $31.00 nor less than $29.00 per share in cash, without interest and subject to additional withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 6, 2010 (as it may be amended or supplemented, the “Offer to Purchase”), and in the accompanying Letter of Transmittal (as it may be amended or supplemented, the “Letter of Transmittal”), which together, as each may be amended or supplemented from time to time, constitute the “Tender Offer.”
     This Amendment No. 3 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All information in the Tender Offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 3, except that such information is hereby amended and supplemented to the extent specifically provided for herein.
Items 1 through 12. Summary Term Sheet; Subject Company Information; Identity and Background of Filing Person; Terms of the Transaction; Past Contacts, Transactions, Negotiations and Agreements; Purposes of the Transaction and Plans or Proposals; Source and Amount of Funds or Other Consideration; Interest in Securities of the Subject Company; Persons/Assets Retained, Employed, Compensated or Used; Financial Statements; Additional Information; Exhibits
(1) In order to delete the word “remaining” in applicable instances, the phrases “tender the remaining underlying Shares,” “tender of the remaining underlying Shares,” “purchase the remaining underlying shares,” and “receive the finally determined purchase price for such remaining underlying shares,” when used in the Offer to Purchase, the Letter of Transmittal and in the related tender offer documents (including Exhibit (a)(1)(L)—Instructions for Tender through Conditional Exercise of Options; Exhibit (a)(1)(M)—Option Election Form; and Exhibit (a)(1)(O)—Information For Employees—Frequently Asked Questions Relating to Your Participation in the Tender Offer) in reference to participating in the Tender Offer through the conditional exercise of vested options shall be deleted and replaced with the phrases “tender the underlying Shares,” “tender of the underlying Shares,” “purchase the underlying shares,” and “receive the finally determined purchase price for such underlying shares,” respectively.
(2) The Offer to Purchase and the related tender offer documents are further amended as follows:
(a) In the section of the Offer to Purchase captioned “3. Procedures for Tendering Shares,” the fourth paragraph below the heading “Procedures for Holders of Options under an Equity Incentive Plan Currently Maintained by FIS” is amended and restated to read as follows:
The exercise of options is “conditional” because the option holder exercises an option (and pays the exercise price and applicable taxes) only if and to the extent that (i) FIS will purchase the underlying Shares pursuant to the Tender Offer and (ii) the Purchase Price exceeds the exercise price for the option. If any Shares underlying properly conditionally exercised options are accepted in the Tender Offer, the options will be exercised as to those Shares accepted. The proceeds from the tender for such holders will be equal to the number of accepted Shares underlying the exercised option, multiplied by the Purchase Price in the Tender Offer, less the aggregate exercise price of the exercised options. However, the amount of cash remitted to each holder will be reduced by the applicable employment and income tax withholding relating to the exercise of the options. This conditional exercise process will only be available for nonqualified options.

 


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(b) In Exhibit (a)(1)(L) to the Schedule TO, entitled “Instructions for Tender through Conditional Exercise of Options”:
(i) In the paragraph beginning with “1. You should complete the Option Election Form...,” the first sentence is amended and restated to read as follows:
1. You should complete the Option Election Form if you wish to conditionally exercise some or all of your vested nonqualified options to purchase Shares that are outstanding as of the deadline for submitting the Option Election Form (“Options”) and tender the underlying Shares (such underlying Shares referred to herein as the “Option Shares”), subject to acceptance in the tender offer (“conditional exercise”) and pursuant to the terms and conditions set forth in the offer to purchase.
(ii) In the paragraph beginning with “By signing the Option Election Form, you agree that if any Option Shares...,” the first three sentences are deleted and replaced with the following sentences:
By signing the Option Election Form, you agree that if any Option Shares you properly tendered are accepted, the Options will be exercised as to those accepted Option Shares. The proceeds from such tender will be equal to (i)(a) the number of accepted Option Shares underlying the exercised Options, multiplied by (b) the Purchase Price, less (ii) the aggregate exercise price of the exercised Options. However, the amount of cash remitted to you will be reduced by the applicable employment and income tax withholding relating to the exercise of the Options. You further agree to be bound by the Purchase Price and the terms and conditions set forth herein and in the offer to purchase.
(iii) In the paragraph beginning with “2. By signing the Option Election Form, you acknowledge that FIS...,” the third sentence is deleted in its entirety.
(c) In Exhibit (a)(1)(M) of the Schedule TO, entitled “Option Election Form”:
(i) In the paragraph beginning with “1. Exercise of Options,” the first sentence is amended and restated to read as follows:
I hereby conditionally exercise the vested nonqualified options to purchase shares of FIS common stock (the “Shares”) granted to me by Fidelity National Information Services, Inc. (“FIS”) or its predecessor companies under one or more equity incentive plans maintained by FIS (“Options”) identified below and tender the underlying Shares (such underlying Shares referred to herein as the “Option Shares”).
(ii) In the paragraph following “ATTACH ADDITIONAL PAGE IF NEEDED” and which begins with “I acknowledge and agree that if I do not designate the order...,” the second sentence is deleted in its entirety.
(iii) In the paragraph beginning with “4. Agreement,” the third, fourth and fifth sentences are deleted and replaced with the following:
I acknowledge and agree that if any Option Shares I properly tendered are accepted, the Options will be exercised as to those accepted Option Shares. I understand that the proceeds from such tender will be equal to (i)(a) the number of accepted Option Shares underlying the exercised Options, multiplied by (b) the Purchase Price, less (ii) the aggregate exercise price of the exercised Options. I also understand that the amount of cash remitted to me will be reduced by the applicable employment and income tax withholding relating to the exercise of the Options.
(3) The following sections of the Offer to Purchase and related documents (which were previously amended by Amendment No. 2 to the Schedule TO) shall be hereby further amended as follows:
(a) in the section of the Offer to Purchase captioned “IMPORTANT,” the first sentence of the last paragraph is amended and restated as follows and shall be deemed to have been presented in boldface font:
The Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would not be in compliance with the laws of the jurisdiction, provided that FIS will comply with the requirements of Exchange Act Rule 13e-4(f)(8).
(b) in the section of the Offer to Purchase captioned “17. Miscellaneous,” the first sentence of the first paragraph is amended and restated as follows:
The Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would not be in compliance with the laws of the jurisdiction, provided that FIS will comply with the requirements of Exchange Act Rule 13e-4(f)(8).
(c) Exhibit (a)(1)(E) of the Schedule TO entitled “Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees” is amended by amending and restating the second sentence of the penultimate paragraph on page 3 thereof that begins “The Tender Offer is being made solely under the Offer to Purchase and the Letter of Transmittal and is being made to all record holders of Shares” to read as follows:
The Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would not be in compliance with the laws of the jurisdiction, provided that FIS will comply with the requirements of Exchange Act Rule 13e-4(f)(8).
(4) The section of the Offer to Purchase captioned “11. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Shares” is hereby amended by appending, as the last bullet point under the paragraph beginning with the heading “Recent Securities Transactions,” the following:
    On July 20, 2010, FIS granted at no cost to its directors, executive officers and certain executives an aggregate of 944,040 shares of restricted stock pursuant to FIS’ equity incentive plans. These shares of restricted stock vest in three equal annual installments beginning on July 20, 2011, subject to FIS’ satisfaction of certain performance criteria. Set forth below is the number of restricted shares granted to the associated FIS director or executive officer.
         
Name   Shares
William P. Foley, II
    120,370  
Thomas M. Hagerty
    6,481  
Michael D. Hayford
    114,815  
Keith W. Hughes
    6,481  
David K. Hunt
    6,481  
Stephan A. James
    6,481  
Frank R. Martire
    185,185  
Richard N. Massey
    6,481  
James C. Neary
    6,481  
Gary A. Norcross
    120,988  
Francis R. Sanchez
    40,741  
Brent B. Bickett
    44,444  
Michael L. Gravelle
    25,926  
Michael P. Oates
    25,926  
James W. Woodall
    9,259  

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Item 12. Exhibits.
(a) Exhibit (a)(1)(O) to the Schedule TO, entitled “Information For Employees—Frequently Asked Questions Relating to Your Participation in the Tender Offer,” is amended and restated to read as shown in the form attached to this Amendment No. 3 as Exhibit (a)(1)(O).
(b) Item 12—Exhibit Index of the Schedule TO is hereby amended to add the following exhibit to the exhibit index:
Exhibit (a)(5)(L)—Transcript of FIS Second Quarter 2010 Earnings Call
A restatement of the exhibit index, giving effect to the above addition, is included in this Amendment No. 3 following the signature page hereto.

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SIGNATURE
     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
  FIDELITY NATIONAL INFORMATION SERVICES, INC.
 
 
  By:   /s/ Michael L. Gravelle   
    Name:   Michael L. Gravelle   
    Title:   Corporate Executive Vice President,
Chief Legal Officer, and Corporate Secretary 
 
 
Dated: July 23, 2010

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EXHIBIT INDEX
     
Exhibit No.   Description
 
   
(a)(1)(A)
  Offer to Purchase, dated July 6, 2010. (1)
 
   
(a)(1)(B)
  Letter of Transmittal. (1)
 
   
(a)(1)(C)
  Notice of Guaranteed Delivery. (1)
 
   
(a)(1)(D)
  Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated July 6, 2010. (1)
 
   
(a)(1)(E)
  Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated July 6, 2010. (1)
 
   
(a)(1)(F)
  Letter to Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan Participants, dated July 6, 2010. (1)
 
   
(a)(1)(G)
  Direction Form for Participants in the Fidelity National Information Services, Inc. 401(k) Profit Sharing Plan. (1)
 
   
(a)(1)(H)
  Letter to Metavante Retirement Program Participants, dated July 6, 2010. (1)
 
   
(a)(1)(I)
  Direction Form for Participants in the Metavante Retirement Program. (1)
 
   
(a)(1)(J)
  Letter to NYCE Corporation Employee’s Tax Deferred Savings Plan Participants, dated July 6, 2010. (1)
 
   
(a)(1)(K)
  Direction Form for Participants in the NYCE Corporation Employee’s Tax Deferred Savings Plan. (1)
 
   
(a)(1)(L)
  Instructions for Tender through Conditional Exercise of Options. (1)
 
   
(a)(1)(M)
  Option Election Form. (1)
 
   
(a)(1)(N)
  Information For Employees—Important Dates for Tender Offer. (2)
 
   
(a)(1)(O)
  Information For Employees—Frequently Asked Questions Relating to Your Participation in the Tender Offer.
 
   
(a)(2)
  Not applicable.
 
   
(a)(3)
  Not applicable.
 
   
(a)(4)
  Not applicable.
 
   
(a)(5)(A)
  Summary Advertisement. (1)
 
   
(a)(5)(B)
  News Release, dated May 18, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on May 18, 2010).
 
   
(a)(5)(C)
  Employee Communication, dated May 18, 2010 (incorporated by reference to Exhibit 99.2 to FIS’ Schedule TO-C filed on May 18, 2010).

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Exhibit No.   Description
 
   
(a)(5)(D)
  News Release, dated May 25, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on May 26, 2010).
 
   
(a)(5)(E)
  Employee Communication, dated May 25, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on May 26, 2010).
 
   
(a)(5)(F)
  Presentation materials for use at the investor and analyst conference on June 9, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on June 9, 2010).
 
   
(a)(5)(G)
  Press Release, dated June 29, 2010 (incorporated by reference to Exhibit 99.1 to FIS’ Schedule TO-C filed on June 29, 2010).
 
   
(a)(5)(H)
  News release, dated July 6, 2010 (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K filed on July 6, 2010).
 
   
(a)(5)(I)
  Press Release, dated July 8, 2010 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed on July 9, 2010).
 
   
(a)(5)(J)
  Press Release, dated July 16, 2010 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed on July 20, 2010 that contained Item 1.01, Item 2.03, Item 8.01 and Item 9.01 disclosures).
 
   
(a)(5)(K)
  Report of Second Quarter 2010 Financial Results. (3)
 
   
(a)(5)(L)
  Transcript of FIS Secured Quarter 2010 Earnings Call.
 
   
(b)(1)
  Amendment and Restatement Agreement dated as of June 29, 2010 by and among FIS, the other financial institutions party thereto as Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and Bank of America, N.A., as Swing Line Lender, including as Exhibit A thereto the Amended and Restated Credit Agreement dated as of January 18, 2007, and amended and restated as of June 29, 2010, among FIS, the other borrowers, the parties signatory thereto from time to time as Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 2, 2010).
 
   
(b)(2)
  Receivable Purchase Agreement, dated as of October 1, 2009, among FIS Receivable SPV, LLC, as seller, Fidelity National Information Services, Inc., as servicer, Fidelity Information Services, Inc., eFunds Corporation, Fidelity National Card Services, Inc., and Intercept, Inc., as initial receivables administrators, the banks and other financial institutions party thereto, as purchasers, and JPMorgan Chase Bank, N.A., as agent, J.P. Morgan Securities, Inc., as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed October 2, 2009).
 
   
(b)(3)
  Omnibus Amendment No. 1 (the “Omnibus Amendment”) to Receivables Purchase Agreement, Receivables Sale Agreement and Guaranty dated June 30, 2010, among FIS Receivables SPV, LLC, FIS, each subsidiary of FIS party thereto as an originator, each subsidiary of FIS party thereto as a guarantor, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the purchasers party thereto (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed July 2, 2010).
 
   
(b)(4)
  Indenture, dated as of July 16, 2010, among Fidelity National Information Services, Inc., as issuer, the subsidiaries of FIS listed on the signature page thereto and The Bank of New York Mellon Trust Company, N.A., a New York banking corporation, as trustee (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed July 20, 2010 that contained Item 1.01, Item 2.03, Item 8.01 and Item 9.01 disclosures).

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Exhibit No.   Description
 
   
(b)(5)
  Joinder Agreement, dated as of July 16, 2010, by and among FIS, each joinder lender listed on the signature pages thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 20, 2010 that contained Item 1.01, Item 2.03, Item 8.01 and Item 9.01 disclosures).
 
   
(d)(1)
  Registration Rights Agreement, dated as of February 1, 2006, among Fidelity National Information Services, Inc. and the security holders named therein (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed on February 6, 2006).
 
   
(d)(2)
  Certegy Inc. Executive Life and Supplemental Retirement Benefit Plan (incorporated by reference to Exhibit 10.13 to Annual Report on Form 10-K filed on March 25, 2002).
 
   
(d)(3)
  Grantor Trust Agreement, dated as of July 8, 2001, between Certegy Inc. and Wachovia Bank, N.A. (incorporated by reference to Exhibit 10.15 to Annual Report on Form 10-K filed on March 25, 2002).
 
   
(d)(4)
  Grantor Trust Agreement, dated as of July 8, 2001 and amended and restated as of December 5, 2003, between Certegy Inc. and Wachovia Bank, N.A. (incorporated by reference to Exhibit 10.15(a) to Annual Report on Form 10-K filed on February 17, 2004).
 
   
(d)(5)
  Certegy Inc. Non-Employee Director Stock Option Plan, effective as of June 15, 2001 (incorporated by reference to Exhibit 10.24 to Annual Report on Form 10-K filed on March 25, 2002).
 
   
(d)(6)
  Certegy Inc. Deferred Compensation Plan, effective as of June 15, 2001 (incorporated by reference to Exhibit 10.25 to Annual Report on Form 10-K filed on March 25, 2002).
 
   
(d)(7)
  Certegy 2002 Bonus Deferral Program Terms and Conditions (incorporated by reference to Exhibit 10.29 to Annual Report on Form 10-K filed on March 25, 2002).
 
   
(d)(8)
  Form of Certegy Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.46 to Current Report on Form 8-K filed on February 10, 2005).
 
   
(d)(9)
  Form of Certegy Inc. Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.47 to Annual Report on Form 10-K filed on March 11, 2005).
 
   
(d)(10)
  Form of Certegy Inc. Stock Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.48 to Annual Report on Form 10-K filed on March 11, 2005).
 
   
(d)(11)
  Form of Certegy Inc. Stock Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.49 to Annual Report on Form 10-K filed on March 11, 2005).
 
   
(d)(12)
  Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Fidelity National Information Services, Inc. (f/k/a Certegy Inc.) Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed on March 25, 2008).
 
   
(d)(13)
  Fidelity National Information Services, Inc. 2005 Stock Incentive Plan, effective as of March 9, 2005 (incorporated by reference to Exhibit 10.84 to Annual Report on Form 10-K of Fidelity National Financial, Inc. filed on March 16, 2005).
 
   
(d)(14)
  Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 99.10 to Current Report on Form 8-K filed on February 6, 2006).
 
   
(d)(15)
  Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 99.11 to Current Report on Form 8-K filed on February 6, 2006).

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Exhibit No.   Description
 
   
(d)(16)
  Amended and Restated Certegy Inc. Stock Incentive Plan, effective as of June 15, 2001 and amended and restated as of October 23, 2006 (incorporated by reference to Annex B to Amendment No. 1 to Registration Statement on Form S-4 filed on September 19, 2006).
 
   
(d)(17)
  Form of Amendment to Change in Control Letter Agreements (incorporated by reference to Exhibit 99.36 to Current Report on Form 8-K filed on February 6, 2006).
 
   
(d)(18)
  Fidelity National Financial, Inc. Amended and Restated 2001 Stock Incentive Plan, amended and restated as of July 24, 2001 and as of November 12, 2004 and effective as of December 16, 2004 (incorporated by reference to Annex B to Definitive Proxy Statement on Schedule 14A of Fidelity National Financial, Inc. filed on November 15, 2004).
 
   
(d)(19)
  Micro General Corporation 1999 Stock Incentive Plan, effective as of November 17, 1999 (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-8 of Micro General Corporation filed on February 1, 2000).
 
   
(d)(20)
  Form of Stock Option Agreement and Notice of Stock Option Grant under Fidelity National Information Services, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of Fidelity National Financial, Inc. filed on March 21, 2005).
 
   
(d)(21)
  Sanchez Computer Associates, Inc. Amended and Restated 1995 Equity Compensation Plan, effective as of October 9, 1995 (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-8 of Fidelity National Financial, Inc. filed on April 15, 2004).
 
   
(d)(22)
  InterCept Group, Inc. Amended and Restated 1996 Stock Option Plan, InterCept, Inc. 2002 Stock Option Plan and InterCept, Inc. G. Lynn Boggs 2002 Stock Option Plan, all amended and restated as of November 8, 2004 (incorporated by reference to Exhibits 99.2, 99.3 and 99.4, respectively, to Registration Statement on Form S-8 of Fidelity National Financial, Inc. filed on November 23, 2004).
 
   
(d)(23)
  Fidelity National Financial Inc. 2004 Omnibus Incentive Plan, effective as of December 16, 2004 (incorporated by reference to Annex A to Definitive Proxy Statement on Schedule 14A of Fidelity National Financial, Inc. filed on November 15, 2004).
 
   
(d)(24)
  Notice of Stock Option Grant under Fidelity National Financial, Inc. 2004 Omnibus Incentive Plan, effective as of August 19, 2005 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of Fidelity National Financial, Inc. filed on August 25, 2005).
 
   
(d)(25)
  Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan, effective as of May 29, 2008 (incorporated by reference to Annex A to Definitive Proxy Statement on Schedule 14A filed on April 15, 2008).
 
   
(d)(26)
  Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.50 to Annual Report on Form 10-K filed on February 27, 2009).
 
   
(d)(27)
  Form of Notice of Stock Option Grant and Stock Option Agreement under Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.51 to Annual Report on Form 10-K filed on February 27, 2009).
 
   
(d)(28)
  Restricted Stock Unit Award Agreement under the Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan, dated as of October 1, 2009, between William P. Foley and Fidelity National Information Services, Inc. (incorporated by reference to Exhibit 10.14 to Current Report on Form 8-K filed on October 2, 2009).

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Exhibit No.   Description
 
   
(d)(29)
  Form of Notice of Restricted Stock Grant and Restricted Stock Award Agreement under Fidelity National Information Services, Inc. 2008 Omnibus Incentive Plan for November 2009 grants. (incorporated by reference to Exhibit 10.32 to Annual Report on Form 10-K filed on February 26, 2010).
 
   
(d)(30)
  Fidelity National Information Services, Inc. Employee Stock Purchase Plan, effective as of March 16, 2006 (incorporated by reference to Annex C to Amendment No. 1 to Registration Statement on Form S-4 filed on September 19, 2006).
 
   
(d)(31)
  Amended and Restated Metavante 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to FIS’ Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed on October 1, 2009).
 
   
(d)(32)
  Form of Metavante Non-Statutory Stock Option Award — Certificate of Award Agreement for grants made between November 2007 and October 2008 (incorporated by reference to Exhibit 10.10(a) to Metavante Technologies, Inc.’s Current Report on Form 8-K filed on November 6, 2007).
 
   
(d)(33)
  Form of Metavante Non-Statutory Stock Option Award — Certificate of Award Agreement for grants made in November 2008 (incorporated by reference to Exhibit 10.10(b) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
 
   
(d)(34)
  Form of Metavante Non-Statutory Stock Option Award — Certificate of Award Agreement for Frank R. Martire, Michael D. Hayford, Frank G. D’Angelo and Donald W. Layden, Jr. for grants made in November 2008 (incorporated by reference to Exhibit 10.10(c) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
 
   
(d)(35)
  Form of Metavante Restricted Stock Award — Certificate of Award Agreement for grants made in November and December 2007 (incorporated by reference to Exhibit 10.10(b) to Metavante Technologies, Inc.’s Current Report on Form 8-K filed on November 6, 2007).
 
   
(d)(36)
  Form of Metavante Restricted Stock Award — Certificate of Award Agreement for grants made in January 2008 (incorporated by reference to Exhibit 10.10(e) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
 
   
(d)(37)
  Metavante Restricted Stock Award — Certificate of Award Agreement between Metavante Technologies, Inc. and Timothy C. Oliver dated November 12, 2007 (incorporated by reference to Exhibit 10.10(f) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
 
   
(d)(38)
  Form of Metavante Performance Share Award — Certificate of Award Agreement (incorporated by reference to Exhibit 10.10(g) to Metavante Technologies, Inc.’s Annual Report on Form 10-K filed on February 20, 2009).
 
   
(d)(39)
  Form of Metavante Restricted Stock Agreement for grants made to Frank R. Martire and Frank G. D’Angelo on October 2, 2009 (incorporated by reference to Exhibit 10.42 to Annual Report on Form 10-K filed on February 26, 2010).
 
   
(d)(40)
  Form of Metavante Stock Option Agreement for grants made to Frank R. Martire, Michael D. Hayford, Frank G. D’Angelo and Brian Hurdis on October 2, 2009 (incorporated by reference to Exhibit 10.43 to Annual Report on Form 10-K filed on February 26, 2010).
 
   
(d)(41)
  Form of Stock Option Agreement for grants made in November 2009 under the Metavante 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.44 to Annual Report on Form 10-K filed on February 26, 2010).

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Table of Contents

     
Exhibit No.   Description
 
   
(d)(42)
  Form of Restricted Stock Agreement for grants made in November 2009 under the Metavante 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.45 to Annual Report on Form 10-K filed on February 26, 2010).
 
   
(d)(43)
  Fidelity National Information Services, Inc. Annual Incentive Plan, effective as of October 23, 2006 (incorporated by reference to Annex D to Amendment No. 1 to Registration Statement on Form S-4 filed on September 19, 2006).
 
   
(d)(44)
  Form of Fidelity National Information Services, Inc. (f/k/a Certegy Inc.) Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.56 to Annual Report on Form 10-K filed on March 1, 2007).
 
   
(d)(45)
  Investment Agreement, dated as of March 31, 2009, by and between Fidelity National Information Services, Inc. and the investors party thereto (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-4 filed on May 4, 2009).
 
   
(d)(46)
  Shareholders Agreement, dated as of March 31, 2009, by and among Fidelity National Information Services, Inc., WPM, L.P. (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-4 filed May 4, 2009).
 
   
(d)(47)
  Stock Purchase Right Agreement, dated as of March 31, 2009, by and among Fidelity National Information Services, Inc., WPM, L.P. and Metavante Technologies, Inc. (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-4 filed May 4, 2009).
 
   
(d)(48)
  Registration Rights Agreement, dated as of July 16, 2010, by and among Fidelity National Information Services, Inc., the subsidiaries of FIS listed on the signature page thereto and Banc of America Securities LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc., and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed July 20, 2010 that contained Item 1.01, Item 2.03, Item 8.01 and Item 9.01 disclosures).
 
   
(g)
  Not applicable.
 
   
(h)
  Not applicable.
 
(1)   Previously filed as exhibits to the initial Schedule TO, filed on July 6, 2010.
 
(2)   Previously filed as exhibits to Amendment No. 1 to the Schedule TO, filed on July 9, 2010.
 
(3)   Previously filed as an exhibit to Amendment No. 2 to the Schedule TO, filed on July 21, 2010.

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