-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N9rPgcLqernIwfS42B+k4IozzowzVdRzmRnFd0yRzOBpNF2efZTgi4w9HgGug2en e9E6zVQe/U02k0WjT/sVrw== 0000897069-06-001136.txt : 20060425 0000897069-06-001136.hdr.sgml : 20060425 20060425163429 ACCESSION NUMBER: 0000897069-06-001136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060421 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060425 DATE AS OF CHANGE: 20060425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISERV INC CENTRAL INDEX KEY: 0000798354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 391506125 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14948 FILM NUMBER: 06778452 BUSINESS ADDRESS: STREET 1: 255 FISERV DR STREET 2: PO BOX 979 CITY: BROOKFIELD STATE: WI ZIP: 53045 BUSINESS PHONE: 4148795000 MAIL ADDRESS: STREET 1: 255 FISERV DRIVE CITY: BROOKFIELD STATE: WI ZIP: 53045 8-K 1 dbk148.htm CURRENT REPORT

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): April 21, 2006


Fiserv, Inc.
(Exact name of registrant as specified in its charter)


Wisconsin

0-14948
39-1506125
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)


255 Fiserv Drive, Brookfield, Wisconsin 53045

(Address of principal executive offices, including zip code)


(262) 879-5000

(Registrant's telephone number)


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:

[   ]  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 1.01. Entry into a Material Definitive Agreement.

        Fiserv, Inc. (the "Company") will enter into a Key Executive Employment and Severance Agreement ("KEESA") with Thomas J. Hirsch effective May 1, 2006 in connection with his appointment as Executive Vice President, Chief Financial Officer and Treasurer as described in Item 5.02(c) below. The KEESA provides that Mr. Hirsch is entitled to benefits if, within three years after a change in control of the Company (as defined in the KEESA), Mr. Hirsch's employment is ended through (i) termination by the Company, other than by reason of death or disability or for cause (as defined in the KEESA) or (ii) termination by Mr. Hirsch for good reason (as defined in the KEESA). The benefits provided are (i) a cash termination payment of (a) two times the sum of Mr. Hirsch's annual salary plus (b) his highest annual bonus during the three years before the change in control and (ii) continuation for up to three years of life, disability, hospitalization, medical and dental insurance coverage as in effect at the termination. The KEESA provides that if any portion of the benefits under the KEESA or any other agreement for Mr. Hirsch would constitute an "excess parachute payment" for purposes of the Internal Revenue Code, then Mr. Hirsch will have the option either to receive the total payments and pay the 20% excise tax imposed by the Internal Revenue code or to have the total payments reduced such that Mr. Hirsch will not be required to pay the excise tax. The foregoing description of the KEESA is qualified in its entirety by reference to the full text of the KEESA, a copy of which is filed by reference as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

  (a) Not applicable.

  (b) On November 7, 2005, Kenneth R. Jensen notified the Company he intends to retire as Senior Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary and resign as a director of the Company, with an effective date to be determined. Mr. Jensen will no longer be the Company's Chief Financial Officer effective July 1, 2006.

  (c) On April 21, 2006, the Company's Board of Directors appointed Thomas J. Hirsch as Executive Vice President of the Company, effective May 1, 2006, and as Chief Financial Officer and Treasurer of the Company, effective July 1, 2006. Mr. Hirsch is 42 years of age and has served as the Senior Vice President and Controller of the Company since 2002. Mr. Hirsch joined the Company in 1994 as an Assistant Controller and became Corporate Assistant Controller in 1996, Corporate Vice President in 1997 and Corporate Controller in 1999, before assuming his current position. Prior to joining the Company, Mr. Hirsch was a Manager in the Audit Division of Deloitte & Touche. There are no family relationships between Mr. Hirsch and any director or executive officer of the Company. In connection with such appointment, the Company will enter into a KEESA with Mr. Hirsch described in Item 1.01 above. In connection with such appointment, the Compensation Committee of the Company's Board of Directors approved a grant, effective May 1, 2006, to Mr. Hirsch of 20,000 stock options that will vest 100% on the third anniversary of the grant date. A copy of the press release announcing Mr. Hirsch's appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

  (d) Not applicable.


2


Item 9.01. Financial Statements and Exhibits.

  (a) Not applicable.

  (b) Not applicable.

  (c) Not applicable.

  (d) Exhibits. The following exhibits are being filed herewith:

  (10.1) Key Executive Employment and Severance Agreement, effective May 1, 2006, between the Company and Thomas J. Hirsch (filed as Exhibit 10.4 to the Company's Form 10-K dated February 27, 2002 and incorporated herein by reference (File No. 000-14948)).

  (99.1) Press Release of Fiserv, Inc., dated April 25, 2006.


3


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: April 25, 2006

By: /s/ Kenneth R. Jensen
       Kenneth R. Jensen
       Senior Executive Vice President,
       Chief Financial Officer, Treasurer and
       Assistant Secretary

4


FISERV, INC.

Exhibit Index to Current Report on Form 8-K
Dated April 21, 2006

 Exhibit
Number

  (10.1) Key Executive Employment and Severance Agreement, effective May 1, 2006, between the Company and Thomas J. Hirsch (filed as Exhibit 10.4 to the Company’s Form 10-K dated February 27, 2002 and incorporated herein by reference (File No. 000-14948)).

  (99.1) Press Release of Fiserv, Inc., dated April 25, 2006.



5

EX-99.1 2 dbk148a.htm PRESS RELEASE

News Release

[GRAPHIC OMITTED]

For more information contact:

Media Relations:
Christina Dokos 262-879-5022

Investor Relations:
Dave DeClark 262-879-5316

For immediate release:
Apr. 25, 2006

Fiserv Names Thomas Hirsch to Succeed Ken Jensen
as Chief Financial Officer

James Cox Promoted to New Position of
Executive Vice President – Mergers and Acquisitions

        Brookfield, Wis., Apr. 25, 2006—Fiserv, Inc. (Nasdaq: FISV) today announced that Thomas Hirsch will become its new chief financial officer effective July 1, 2006, replacing Kenneth Jensen, who is retiring after 22 years with the company. Mr. Hirsch was also named executive vice president and appointed to the management committee, effective May 1, 2006. Mr. Jensen, who announced his retirement last November, has agreed to serve as a special consultant to the CEO following his retirement.

        “Having ongoing access to Ken’s deep experience and knowledge of the company will provide a great benefit for management and shareholders alike,” said Jeff Yabuki, president and CEO of Fiserv, Inc.

        Additionally, the company promoted James Cox to the new position of executive vice president, mergers and acquisitions to be effective on May 1, 2006, and to succeed Mr. Jensen on July 1, 2006. Mr. Cox most recently served as group president of Fiserv Health and is a member of the management committee.

Thomas Hirsch

        Mr. Hirsch joined Fiserv in 1994 and served most recently as senior vice president and corporate controller, where he also had responsibility for the investor relations and treasury functions. Prior to joining the company, Mr. Hirsch spent eight years with Deloitte & Touche USA LLP, serving large, multi-national clients. Mr. Hirsch has a master’s degree in business administration and a bachelor’s degree in finance and accounting from the University of Wisconsin. He is also a certified public accountant.

Fiserv, Corporate Headquarters, 255 Fiserv Drive, Brookfield, Wisconsin 53045 PH: 262-879-5000
Mailing Address: P.O. Box 979, Brookfield, Wisconsin 53008-0979 Internet: www.fiserv.com


News Release

[GRAPHIC OMITTED]

        “I am pleased to have Tom in this key leadership role,” said Mr. Yabuki. “He brings a broad base of company knowledge and financial experience to the position, along with a solid reputation for integrity and expertise in the financial community.”

James Cox

        Mr. Cox joined Fiserv in 2001 as the result of an acquisition and was most recently group president, Fiserv Health. Prior to joining Fiserv, Mr. Cox was managing partner of Lund Koehler Cox & Arkema, LLP, now part of Virchow Krause & Company, the 15th largest CPA firm in the U.S. As a CPA, Mr. Cox frequently advised clients on their merger and acquisition programs.

        “Jim has played a significant role in building our health business both through acquisitions and organically,” Mr. Yabuki said. “He brings a wealth of demonstrated acquisition experience to the position complemented by the business rigor that only comes from having line leadership experience. Jim brings great perspective to the role.”

ABOUT FISERV

        Fiserv, Inc. (Nasdaq: FISV), a Fortune 500 company, provides information management systems and services to the financial and health benefits industries. Leading services include transaction processing, outsourcing, business process outsourcing, software and systems solutions. 

        The company serves more than 17,000 clients worldwide and is the leading provider of core processing solutions for U.S. banks, credit unions and thrifts. Fiserv was ranked the largest provider of information technology services to the financial services industry worldwide in the 2005 and 2004 FinTech 100 surveys.

        Fiserv Health provides health plan management, pharmacy benefits management, and BPO services to the managed care market and self-funded commercial and government employers and health plans.

        Headquartered in Brookfield, Wis., Fiserv reported more than $4 billion in total revenue for 2005. For more information, please visit www.fiserv.com.

Fiserv, Corporate Headquarters, 255 Fiserv Drive, Brookfield, Wisconsin 53045 PH: 262-879-5000
Mailing Address: P.O. Box 979, Brookfield, Wisconsin 53008-0979 Internet: www.fiserv.com

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