Fiserv Inc 8-K, filed Jun 19, 2020
Fiserv Inc (FISV)
About this 8-K
Fiserv Inc filed this 8-K on June 19, 2020.
Items reported
- Item 5.04: Benefit plan trading blackout
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.04. | Temporary Suspension of Trading under Registrant’s Employee Benefit Plans. |
Fiserv, Inc. (the “Company”) has provided notice to participants in the 401(k) Savings Plan of Fiserv, Inc. and Its Participating Subsidiaries (the “Original Plan”) and the Fiserv 401(k) Savings Plan (the “New Plan” and, together with the Original Plan, the “Plans”) that there will be a blackout period with respect to the Fiserv Company Stock Funds in the Plans that are invested in the Company’s common stock. The blackout period is required to facilitate the merger of the Original Plan into the New Plan. During the blackout period, participants in the Plans will be unable to take loans or distributions from their accounts in the Plans, or to change their investments in the Plans, including with respect to the Company’s common stock.
The blackout period is expected to begin on July 30, 2020 at 4:00 p.m. (Eastern Time) and end on August 12, 2020 at 8:00 a.m. (Eastern Time).
On June 19, 2020, the Company provided a notice to its directors and executive officers informing them that, during the blackout period, they will be restricted from purchasing, selling or otherwise acquiring or transferring any equity securities of the Company except as permitted by Regulation BTR. A copy of the notice provided to the Company’s directors and executive officers is filed hereto as Exhibit 99.1 and incorporated by reference herein.
The name, address and telephone number of the person designated by the Company to respond to inquiries about the blackout period is as follows:
| Name: | Lynn S. McCreary |
| Chief Legal Officer and Secretary |
| Address: | Fiserv, Inc. |
| 225 Fiserv Drive |
| Brookfield, Wisconsin 53045 |
| Telephone: | (262) 879-5000 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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: June 19, 2020 |
By: |
/s/ Robert W. Hau | ||||
| Robert W. Hau | ||||||
| Chief Financial Officer and Treasurer | ||||||
Exhibit 99.1
NOTICE OF BLACKOUT PERIOD
To: Directors and Executive Officers of Fiserv, Inc.
Re: Notice of Blackout Period
Date: June 19, 2020
This notice is to inform you that, as directors and executive officers of Fiserv, Inc. (the “Company”), you will be prohibited from trading in the Company’s common stock or related securities from July 30, 2020 at 4:00 p.m. (Eastern Time) until August 12, 2020 at 8:00 a.m. (Eastern Time) (the “blackout period”).
The blackout period is required to comply with the Sarbanes-Oxley Act of 2002 and Regulation BTR (the “Regulations”) in connection with the merger of the 401(k) Savings Plan of Fiserv, Inc. and Its Participating Subsidiaries (the “Original Plan”) into the Fiserv 401(k) Savings Plan (the “New Plan” and, together with the Original Plan, the “Plans”). The Regulations prohibit an issuer’s directors and executive officers from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity securities of the issuer during a blackout period involving the issuer’s retirement plans. In this regard, during the blackout period, participants in the Plans will be unable to take loans or distributions from plan accounts or change plan investments. In addition, directors and executive officers may not engage in any other transaction, within or outside of the Plans, involving the Company’s equity securities, including pursuant to options to acquire shares or other derivative securities. These restrictions apply whether or not you participate in, or are eligible to participate in, the Plans.
Although certain types of transactions are permitted under Regulation BTR, including bona fide gifts or any purchases or sales made pursuant to written plans satisfying the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, you are urged to avoid any discretionary change in your beneficial ownership of the Company’s common stock or other equity securities during the blackout period due to the limited duration of the blackout period. In any event, you may not trade any Company securities, unless you have advance written permission to do so from Lynn S. McCreary, Chief Legal Officer and Secretary of the Company.
The blackout period, and thus the period in which you are prohibited from engaging in transactions involving the Company’s common stock or the Plans, is expected to begin on July 30, 2020 at 4:00 p.m. (Eastern Time) and end on August 12, 2020 at 8:00 a.m. (Eastern Time).
If you have any questions concerning this notice, the blackout period or the transactions affected by the blackout period, please contact Ms. McCreary, at Fiserv, Inc., 255 Fiserv Drive, Brookfield, Wisconsin 53045, or by phone at (262) 879-5000.