UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 14, 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) |
| ¨ | 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)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Rule changes promulgated by the Nasdaq Stock Market LLC require Nasdaq-listed companies to be eligible for a direct registration system (“DRS”) by January 1, 2008. DRS refers to a system by which shares may be held in book entry form without a certificate. At a meeting held on August 14, 2007, the board of directors of Fiserv, Inc. (the “Company”) adopted amended and restated by-laws in order to ensure that the Company’s securities are DRS-eligible. As amended and restated, Article VI of the by-laws permit the Company to issue certificated or uncertificated shares. Previously, the Company’s by-laws provided for certificated shares only. The Company’s amended and restated by-laws are filed herewith as Exhibit 3.1, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibit is being filed herewith: |
| Exhibit No. | Description | |
| 3.1 | Amended and Restated By-laws of Fiserv, Inc. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FISERV, INC. | ||||||||
| Date: | August 16, 2007 | By: | /s/ Thomas J. Hirsch | |||||
| Thomas J. Hirsch Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | ||||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Amended and Restated By-laws of Fiserv, Inc. | |