0001193125-11-060059.txt : 20110309 0001193125-11-060059.hdr.sgml : 20110309 20110309080121 ACCESSION NUMBER: 0001193125-11-060059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110309 ITEM INFORMATION: Other Events FILED AS OF DATE: 20110309 DATE AS OF CHANGE: 20110309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISA INC. CENTRAL INDEX KEY: 0001403161 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 260267673 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33977 FILM NUMBER: 11673655 BUSINESS ADDRESS: STREET 1: P.O. BOX 8999 CITY: SAN FRANCISCO STATE: CA ZIP: 94128-8999 BUSINESS PHONE: (415) 932-2100 MAIL ADDRESS: STREET 1: P.O. BOX 8999 CITY: SAN FRANCISCO STATE: CA ZIP: 94128-8999 FORMER COMPANY: FORMER CONFORMED NAME: Visa Inc. DATE OF NAME CHANGE: 20070614 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): March 9, 2011

 

 

VISA INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-33977   26-0267673

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

P.O. Box 8999

San Francisco, California

   94128-8999
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 932-2100

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

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 (see General Instructions A.2. below):

 

¨ 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 8.01 Other Events.

Under the terms of Visa Inc.’s Certificate of Incorporation, shares of Visa’s class B common stock are subject to transfer restrictions until March 25, 2011, or when the “Covered Litigation,” as described in Visa’s Certificate of Incorporation, has been resolved, whichever is later. At this time, Visa does not expect the Covered Litigation to be resolved by March 25, 2011, and cannot estimate with accuracy when it will be resolved. As such, Visa is unable to predict when the transfer restrictions covering its class B common stock will end.

The Covered Litigation includes several cases, including the merchant class action Visa refers to as the Interchange Litigation and the Attridge Litigation. The Interchange Litigation is not expected to go to trial until the Fall of 2012 at the soonest. Following any trial, the case would likely be subject to court process and appeals that could significantly delay final resolution. Additionally, any negotiated settlement of this case would be subject to court approval, which generally takes time to obtain in federal class action cases. It is also likely that some merchants will opt out of the class, which would require additional settlements or judgments before the Covered Litigation is resolved. Similarly, at this time Visa is not able to predict when the Attridge Litigation will be resolved.

Additional information on the Covered Litigation can be found in Visa’s most recent reports on Forms 10-K and 10-Q on file with the U.S. Securities and Exchange Commission (“SEC”), and future SEC filings will report additional developments. Information on Visa’s class B shares can be found on Visa’s Investor Relations website.

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.

 

  VISA INC.
Date: March 9, 2011    
  By:  

/s/ Joseph W. Saunders

    Joseph W. Saunders
    Chief Executive Officer and Chairman of the Board of Directors