SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FIDELITY NATIONAL INFORMATION SERVICES, INC.

(Name of Issuer)

 

Common Stock, $0.01 Par Value

(Title of Class of Securities)

 

31620M106

(CUSIP Number)

 

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

450 Lexington Avenue

New York, New York 10017

(212) 878-0600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

Copies to:

 

Steven J. Gartner, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019-6099

(212) 728-8000

 

March 22, 2010

(Date of Event which Requires

Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

                   SCHEDULE 13D/A

 

*        Calculated based on 374,923,337 shares of common stock outstanding as of January 31, 2010, as disclosed in the Company’s annual report on Form 10-K filed on February 26, 2010. In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under a Stock Purchase Right Agreement (the “SPR Agreement”) among WPM, L.P., Fidelity National Information Services, Inc. and Metavante Technologies, Inc., as further described herein. Additional shares that WPM, L.P. may purchase from time to time after the date hereof under the SPR Agreement are not included in the figures in the table above.

 

                   SCHEDULE 13D/A

 

*          Calculated based on 374,923,337 shares of common stock outstanding as of January 31, 2010, as disclosed in the Company’s annual report on Form 10-K filed on February 26, 2010. In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement, as further described herein.  Additional shares that WPM, L.P. may purchase from time to time after the date hereof under the SPR Agreement are not included in the figures in the table above.

 

             SCHEDULE 13D/A

*          Calculated based on 374,923,337 shares of common stock outstanding as of January 31, 2010, as disclosed in the Company’s annual report on Form 10-K filed on February 26, 2010. In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement, as further described herein. Additional shares that WPM, L.P. may purchase from time to time after the date hereof under the SPR Agreement are not included in the figures in the table above.

            SCHEDULE 13D/A

*          Calculated based on 374,923,337 shares of common stock outstanding as of January 31, 2010, as disclosed in the Company’s annual report on Form 10-K filed on February 26, 2010. In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement, as further described herein.  Additional shares that WPM, L.P. may purchase from time to time after the date hereof under the SPR Agreement are not included in the figures in the table above.

 

            SCHEDULE 13D/A

*          Calculated based on 374,923,337 shares of common stock outstanding as of January 31, 2010, as disclosed in the Company’s annual report on Form 10-K filed on February 26, 2010. In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement, as further described herein.  Additional shares that WPM, L.P. may purchase from time to time after the date hereof under the SPR Agreement are not included in the figures in the table above.

                   SCHEDULE 13D/A

 

*          Calculated based on 374,923,337 shares of common stock outstanding as of January 31, 2010, as disclosed in the Company’s annual report on Form 10-K filed on February 26, 2010. In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement, as further described herein.  Additional shares that WPM, L.P. may purchase from time to time after the date hereof under the SPR Agreement are not included in the figures in the table above.

                   SCHEDULE 13D/A

 

*          Calculated based on 374,923,337 shares of common stock outstanding as of January 31, 2010, as disclosed in the Company’s annual report on Form 10-K filed on February 26, 2010. In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement, as further described herein. Additional shares that WPM, L.P. may purchase from time to time after the date hereof under the SPR Agreement are not included in the figures in the table above.

 

                   SCHEDULE 13D/A

*          Calculated based on 374,923,337 shares of common stock outstanding as of January 31, 2010, as disclosed in the Company’s annual report on Form 10-K filed on February 26, 2010. In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement, as further described herein.  Additional shares that WPM, L.P. may purchase from time to time after the date hereof under the SPR Agreement are not included in the figures in the table above.

 

                   SCHEDULE 13D/A

 

*          Calculated based on 374,923,337 shares of common stock outstanding as of January 31, 2010, as disclosed in the Company’s annual report on Form 10-K filed on February 26, 2010. In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares by virtue of a purchase right which may be exercised from time to time by WPM, L.P. under the SPR Agreement, as further described herein.  Additional shares that WPM, L.P. may purchase from time to time after the date hereof under the SPR Agreement are not included in the figures in the table above.

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on October 9, 2009 (the “Schedule 13D”), and is being filed on behalf of WPM, L.P., a Delaware limited partnership (“WPM”), WPM GP, LLC, a Delaware limited liability company and the sole general partner of WPM (“WPM GP”), Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership and the sole member of WPM GP (“WP IX”), Warburg Pincus IX LLC, a New York limited liability company and the sole general partner of WP IX (“WP IX LLC”), Warburg Pincus Partners, LLC, a New York limited liability company and the sole member of WP IX LLC (“WP Partners”), Warburg Pincus & Co., a New York general partnership and the managing member of WP Partners (“WP”), Warburg Pincus LLC, a New York limited liability company that manages WP IX (“WP LLC”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”). This Amendment relates to the common stock, par value $0.01 per share (the “Common Stock”), of Fidelity National Information Services, Inc., a Georgia corporation (the “Company”).

The Reporting Persons are filing this Amendment because WPM has purchased shares of the Common Stock in connection with WPM’s exercise of its purchase rights under that certain Stock Purchase Right Agreement, dated as of March 31, 2009 (the “Stock Purchase Right Agreement”), among WPM, the Company and Metavante Technologies, Inc., which was included as Exhibit 2 to the Schedule 13D and is incorporated herein by reference.

All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds.

On March 22, 2010, pursuant to its rights under the Stock Purchase Right Agreement, WPM purchased 498,054 shares of Common Stock for an aggregate purchase price of $4,980.54. WPM obtained the funds for such purchase from a capital contribution from limited partners in WP IX.

Item 4. Purpose of Transaction.

Item 4 is hereby supplemented by inserting the following at the end thereof:

On March 22, 2010, pursuant to its rights under the Stock Purchase Right Agreement, WPM purchased 498,054 shares of Common Stock for an aggregate purchase price of $4,980.54 for general investment purposes. WPM also intends to purchase the shares of Common Stock purchasable from time to time pursuant to the Stock Purchase Right Agreement.

Item 5. Interests in Securities of the Issuer.

Items 5(a), 5(b) and 5(c) are hereby amended by replacing them in their entirety with the following:

 

(a)       As of March 22, 2010, WPM is the direct beneficial owner of 40,706,823 shares of Common Stock. Due to their respective relationships with WPM and each other, as of March 22, 2010, each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 40,706,823 shares of Common Stock, representing approximately 10.9% of the outstanding shares of Common Stock (based on the Company having 374,923,337 shares of Common Stock outstanding as of January 31, 2010, as disclosed in the Company’s annual report on Form 10-K filed on February 26, 2010). In addition, each of the Reporting Persons may also be deemed to beneficially own additional shares of Common Stock by virtue of a purchase right which may be exercised from time to time by WPM under the Stock Purchase Right Agreement.

(b)       Each of WPM GP, WP IX, WP IX LLC, WP Partners, WP and WP LLC may be deemed to share with WPM the power to vote or to direct the vote and to dispose or to direct the disposition of the 40,706,823 shares of Common Stock that the Reporting Persons may be deemed to beneficially own as of March 22, 2010 plus any shares they may be deemed to beneficially own pursuant to the Stock Purchase Right Agreement. Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Presidents of WP LLC and may be deemed to control the other Reporting Persons. Messrs. Kaye and Landy disclaim beneficial ownership of all of the shares held by WPM. Neither the filing of this Amendment nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Exchange Act or for any other purpose.

(c)       Except as described in this Amendment, during the last sixty (60) days there were no transactions in the Common Stock effected by the Reporting Persons, nor, to the best of their knowledge, any of their general partners, members or directors as set forth on Schedule I to the Schedule 13D.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

 

* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.