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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/15/14 Fidelity National Financial, Inc. S-B 4:437K Weil Gotshal & Ma… 04/FA |
Document/Exhibit Description Pages Size 1: S-B Registration Statement for Securities of a Foreign HTML 78K Government or Political Subdivision 2: EX-5.1 Ex.5.1 - Opinion of Weil Gotshal HTML 12K 3: EX-23.1 Ex.23.1 - Consent of Kpmg HTML 6K 4: EX-99.1 Ex.99.1 - 2005 Omnibus Incentive Plan HTML 172K
Delaware
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16-1725106
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨ (Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Title of Securities to be Registered
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Amount to
be registered (1)
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Proposed maximum
offering price
per share (2)
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Proposed maximum
aggregate offering
price (2)
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Amount of
registration fee
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FNFV Group Common Stock, par value $0.0001 per share
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1,416,232
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$16.40
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$23,226,204
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$2,992
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) also registers any additional securities to be offered or issued in connection with stock splits, stock dividends, recapitalizations or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the high and low prices of our FNFV Group Common Stock as reported on The New York Stock Exchange on August 14, 2014.
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(a)
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The Registrant’s latest Annual Report on Form 10-K pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
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(b)
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All other reports filed* pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s latest annual report referred to in (a) above; and
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(c)
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The description of the Registrant’s FNFV Group Common Stock, par value $0.0001 per share, contained in the Registrant’s Registration Statement on Form 8-A (File no. 001-32630), filed with the SEC on June 18, 2014 including any amendment or report filed for the purpose of updating such description.
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Item 4.
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Description of Securities.
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Item 5.
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Interests of Named Experts and Counsel.
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Item 6.
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Indemnification of Directors and Officers.
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Item 7.
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Exemption from Registration Claimed.
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Item 8.
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Exhibits.
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Exhibit
Number
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Document
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4.1
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Fourth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on June 30, 2014).
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4.2
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Amended and Restated Bylaws of the Registrant, as adopted on July 22, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 25, 2013).
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4.3
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Specimen certificate for shares of the Registrant’s FNFV common stock, par value $0.0001 per
Share (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-4/A, filed on May 5, 2014).
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5.1
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Opinion of Weil, Gotshal & Manges LLP (filed herewith).
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm (filed herewith).
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23.2
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Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 hereto).
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24.1
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Power of Attorney (included on signature page hereof).
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99.1
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Fidelity National Financial, Inc. Amended and Restated 2005 Omnibus Incentive Plan (filed herewith).
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Item 9.
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Undertakings.
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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Fidelity National Financial, Inc.
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By:
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Michael L. Gravelle | |||
Executive Vice President, General Counsel and Corporate Secretary |
SIGNATURE
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CAPACITY
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DATE
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/s/ Raymond R. Quirk
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ Anthony J. Park
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Chief Financial Officer
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ William P. Foley, II
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Director and Executive Chairman of the Board
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/s/ Douglas K. Ammerman
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Director
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/s/ Willie D. Davis
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Director
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/s/ Thomas M. Hagerty
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Director
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/s/ Daniel D. (Ron) Lane
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Director
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/s/ Richard N. Massey
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Director
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/s/ John D. Rood
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Director
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/s/ Peter O. Shea, Jr.
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Director
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/s/ Cary H. Thompson
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Director
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/s/ Frank P. Willey
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Director
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Exhibit
Number
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Document
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4.1
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Fourth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on June 30, 2014).
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4.2
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Amended and Restated Bylaws of the Registrant, as adopted on July 22, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 25, 2013).
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4.3
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Specimen certificate for shares of the Registrant’s FNFV common stock, par value $0.0001 per
Share (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-4/A, filed on May 5, 2014).
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5.1
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Opinion of Weil, Gotshal & Manges LLP (filed herewith).
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm (filed herewith).
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23.2
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Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 hereto).
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24.1
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Power of Attorney (included on signature page hereof).
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99.1
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Fidelity National Financial, Inc. Amended and Restated 2005 Omnibus Incentive Plan (filed herewith).
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This ‘S-B’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 8/15/14 | S-8 | ||
8/14/14 | 4 | |||
6/30/14 | 10-Q, 11-K, 13F-HR, 4, 8-K, S-8 | |||
6/18/14 | 8-A12B, 8-A12B/A, 8-K, DEF 14A | |||
5/5/14 | S-4/A | |||
7/25/13 | 8-K | |||
7/22/13 | 8-K | |||
List all Filings |