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): October 9, 2000
CONCORD EFS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-13848 04-2462252
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
2525 Horizon Lake Drive, Suite 120, Memphis, Tennessee 38133
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (901) 371-8000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On October 6, 2000, Concord EFS, Inc., a Delaware corporation (the "Company"),
entered into an Agreement and Plan of Merger dated as of October 6, 2000 (the
"Merger Agreement") with Star Systems, Inc., a Delaware corporation ("Star"),
and Orion Acquisition Corp., a Delaware corporation and wholly owned subsidiary
of the Company ("Merger Sub"). The Merger Agreement provides for the merger (the
"Merger") of Merger Sub with and into Star, with Star surviving as a wholly
owned subsidiary of the Company.
The consummation of the Merger is subject to certain regulatory approvals and
other closing conditions, including the approval of the Merger by the
shareholders of Star and that the transaction be treated as a pooling of
interests for accounting purposes. In connection with execution of the Merger
Agreement, shareholders of Star owning in the aggregate more than a majority of
the outstanding common stock of Star entered into separate voting agreements
with the Company to approve the Merger.
In connection with the Merger Agreement, on October 9, 2000 the Company issued a
press release and held an open conference call. Copies of such press release and
the "talking points" prepared for the conference call are filed as exhibits
hereto and are incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) -- (b) Not applicable.
(c) Exhibits:
Exhibit
Number Description of Exhibit
99.1 Press Release issued by the Company on October 9, 2000.
99.2 "Talking Points" prepared for the open conference call held by the Company
on October 9, 2000.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONCORD EFS, INC.
Date: October 9, 2000 By: /s/ Thomas J. Dowling
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Thomas J. Dowling
Senior Vice President
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Exhibit Index
The following is a list of the Exhibits filed herewith.
Exhibit
Number Description of Exhibit
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99.1 Press Release issued by the Company on October 9, 2000.
99.2 "Talking Points" prepared for the open conference call held by the Company
on October 9, 2000.
