0001193125-11-078886.txt : 20110328 0001193125-11-078886.hdr.sgml : 20110328 20110328081113 ACCESSION NUMBER: 0001193125-11-078886 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110325 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110328 DATE AS OF CHANGE: 20110328 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: 11713890 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 25, 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.

On March 28, 2011, Visa Inc. (the “Company”) issued a press release announcing that the Company had decided to deposit $400 million into the litigation escrow account previously established under the Company’s retrospective responsibility plan (the “Plan”). The deposit will be conducted in accordance with the Company’s certificate of incorporation currently in effect. Under the terms of the Plan, when the Company funds the litigation escrow, its U.S. financial institutions and their affiliates and successors, the sole holders of class B shares, bear a corresponding financial impact via a reduction in their as-converted share count. As a result, the deposit will have the effect of a repurchase by the Company of $400 million of class A common stock on an as-converted basis. Accordingly, the Company will make this deposit by using funds previously allocated to the $1 billion class A repurchase program announced on October 27, 2010.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. All information in the press release is furnished but not filed.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press Release issued by Visa Inc., dated March 28, 2011.

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 28, 2011    
  By:    

/s/ Byron H. Pollitt

    Byron H. Pollitt
    Chief Financial Officer

EXHIBIT INDEX

 

Exhibit

Number

   

Description

99.1    Press Release issued by Visa Inc., dated March 28, 2011
 EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

NEWS RELEASE

 

 

Visa Inc. Announces Decision to Fund Litigation Escrow Account

 

 

SAN FRANCISCO, CA, March 28, 2011 – Visa Inc. (NYSE:V) today announced that the Company had decided to deposit $400 million into the litigation escrow account previously established under the Company’s retrospective responsibility plan (the “Plan”). The deposit will be conducted in accordance with the Company’s certificate of incorporation currently in effect. Under the terms of the Plan, when the Company funds the litigation escrow, its U.S. financial institutions and their affiliates and successors, the sole holders of class B shares, bear a corresponding financial impact via a reduction in their as-converted share count. As a result, the deposit will have the effect of a repurchase by the Company of $400 million of class A common stock on an as-converted basis. Accordingly, the Company will make this deposit by using funds previously allocated to the $1 billion class A repurchase program announced on October 27, 2010.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

##

About Visa

Visa is a global payments technology company that connects consumers, businesses, financial institutions and governments in more than 200 countries and territories to fast, secure and reliable digital currency. Underpinning digital currency is one of the world’s most advanced processing networks—VisaNet—that is capable of handling more than 20,000 transaction messages a second, with fraud protection for consumers and guaranteed payment for merchants. Visa is not a bank and does not issue cards, extend credit or set rates and fees for consumers. Visa’s innovations, however, enable its financial institution customers to offer consumers more choices: pay now with debit, ahead of time with prepaid or later with credit products. For more information, visit www.corporate.visa.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by the term “will” and similar references to the future. Examples of such forward-looking statements include, but are not limited to, statements we make about funding the litigation escrow account.

By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are neither statements of historical fact nor guarantees of future performance and (iii) are subject to risks, uncertainties, assumptions and changes in circumstances that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements because of a variety of factors, including global economic, political, health environmental and other conditions and the other factors discussed in our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q. You should not place undue reliance on such statements. Unless required by law, we do not intend to update or revise any forward-looking statement, because of new information or future developments or otherwise.

Contacts:

Jack Carsky or Victoria Hyde-Dunn, Investor Relations

Visa Inc.

Tel: +1 415 932 2213

E-mail: ir@visa.com

Will Valentine, Media Relations

Visa Inc.

Tel: +1 415 932 2564

E-mail: globalmedia@visa.com