United States
SECURITIES AND EXCHANGE COMMISSION
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):
October 15, 2004
Fidelity National Financial, Inc.
1-9396
(Commission File Number)
| Delaware | 86-0498599 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
601 Riverside Avenue
Jacksonville, Florida 32204
(904) 854-8100
(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: | ||
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Item 1.01. Entry into a Material Definitive Agreement | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURE | ||||||||
| Exhibit Index | ||||||||
| EXHIBIT 99.1 | ||||||||
Item 1.01. Entry into a Material Definitive Agreement
On October 15, 2004, Fidelity National Financial, Inc. (“FNF”) granted non-qualified stock options to acquire 16,250 shares of its common stock, $0.001 par value per share, at an exercise price of $36.60 per share, to each of Cary H. Thompson, Terry N. Christensen, Daniel D. Lane, Willie D. Davis, William A. Imparato, John F. Farrell, Jr., Philip G. Heasley, Donald M. Koll and General William Lyon, each of whom is a non-employee director of FNF. These stock options were granted pursuant to FNF’s Amended and Restated 2001 Stock Incentive Plan.
These stock options have an 8 year term and vest in three equal annual installments, with the first installment vesting on October 15, 2005. In the event of a change of control of FNF, the vesting of these stock options will accelerate and these stock options will become fully exercisable. Each option grant was evidenced by an option agreement substantially in the form attached hereto as Exhibit 99.1. The exercise price of these stock options equals the closing price of one share of FNF common stock on the New York Stock Exchange on October 15, 2004.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
| Exhibit |
Description |
|
99.1 |
Form of Option Grant Agreement | |
SIGNATURE
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 thereunto duly authorized.
| Fidelity National Financial, Inc. |
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| Date: October 20, 2004 | By: | /s/ Alan L. Stinson | ||
| Name: Alan L.
Stinson Title: Executive Vice President and Chief Financial Officer |
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