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): October 24, 2006
FIDELITY NATIONAL TITLE GROUP, INC.
(Exact name of Registrant as Specified in its Charter)
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Delaware
(State or other Jurisdiction of
Incorporation or Organization)
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001-32630
(Commission File
Number)
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86-0498599
(IRS Employer
Identification No.) |
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601 Riverside Avenue
Jacksonville, Florida
(Address of principal executive offices)
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32204
(Zip code) |
Registrant’s telephone number, including area code: (904) 854-8100
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Employment Agreements
On
October 24, 2006, Fidelity National Title Group, Inc., a Delaware corporation (“FNT”),
entered into a three-year employment agreement with William P. Foley, II, to serve as FNT’s Chief
Executive Officer, with a provision for automatic annual extensions beginning on the first
anniversary of the effective date and continuing thereafter unless either party provides timely
notice that the term should not be extended. Under the terms of the agreement, Mr. Foley will
receive an annual base salary of $500,000, with an annual cash bonus opportunity equal to 250% of
his annual base salary for achieving targeted results, with higher or lower amounts payable
depending on performance relative to those targets. In the event of a termination of Mr. Foley’s
employment by FNT for any reason other than cause or disability, or in the event of a termination
by Mr. Foley for good reason or for any reason during the 6-month period immediately following a
change in control, he will receive (i) any accrued obligations, (ii) a prorated annual bonus, (iii)
a lump-sum payment equal to 300% of the sum of his (x) annual base salary and (y) the highest
annual bonus paid to him within the 3 years preceding his termination, (iv) immediate vesting
and/or payment of all FNT equity awards, and (v) continued receipt of life and health insurance
benefits for a period of 3 years, reduced by comparable benefits he may receive from another
employer. The agreement expressly provides that no event or transaction which is entered into, is
contemplated by, or occurs as a result of the amended and restated securities exchange and
distribution agreement (the “Amended SEDA”) between FNT and Fidelity National Financial, Inc.
(“FNF”) or the merger agreement between FNF and Fidelity National Information Services, Inc.
(“FIS”) will constitute a change in control under the agreement.
On
October 24, 2006, FNT also entered into three-year employment agreements, with provisions
for automatic annual extensions, with each of Alan L. Stinson,
Raymond R. Quirk, Brent B. Bickett, Peter T. Sadowski, and Michael L.
Gravelle. Mr. Stinson and Mr. Quirk will serve as Co-Chief Operating
Officers of FNT, Mr. Bickett was serve as FNT’s President, Mr. Sadowski will serve as FNT’s Executive Vice
President and General Counsel, and Mr. Gravelle will serve as FNT’s Executive Vice President, Legal.
Under
the terms of their respective employment agreements, each of
Messrs. Stinson, Quirk, Bickett,
Sadowski, and Gravelle will be paid the following annual base salary: Mr. Stinson $300,000,
Mr. Quirk $700,000, Mr. Bickett $300,000, Mr. Sadowski $444,000,
Mr. Gravelle $200,000.
The executives will also be provided with an annual cash bonus opportunity equal to the following
percentage of their annual base salary for achieving targeted results, with higher or lower amounts
payable depending on performance relative to those targets: Mr. Stinson 150%, Mr. Quirk 150%, Mr. Bickett
150%, Mr. Sadowski 150%, Mr. Gravelle 75%. In the event of a
termination of the executive’s employment by FNT for any reason other than cause or disability, or
in the event of a termination by the executive for good reason, the executive will receive (i) any
accrued obligations, (ii) a prorated annual bonus, (iii) a lump-sum payment equal to 200% of the
sum of the executive’s (x) annual base salary and (y) the highest annual bonus paid to the
executive within the 3 years preceding his termination, (iv) immediate vesting and/or payment of
all FNT equity awards, and (v) continued receipt of life and health insurance benefits for a period
of 3 years, reduced by comparable benefits he may receive from another employer. The employment
agreements expressly provide that no event or transaction which is entered into, is contemplated
by, or occurs as a result of the Amended SEDA between FNT and FNF or the merger agreement between
FNF and FIS will constitute a change in control under the agreements.
Conversion of FNF Options to FNT Options
Pursuant to the terms of the Amended SEDA, on October 24, 2006, certain FNF stock options
and restricted stock awards held by employees and directors of FNT and its affiliates were replaced
with FNT stock options and restricted stock awards granted under the omnibus plan. The replacement
stock options and restricted stock awards are subject to the same general terms and conditions as
the FNF options and restricted stock awards, but with equitable adjustments made to the exercise
prices and the number of shares underlying the options, and the number of shares subject to the
restricted stock awards, to reflect the difference in value of FNF and FNT common stock. All such
grants vest on a change in control of FNT.
The following table describes the material terms of the FNT stock options that replace FNF
stock options previously held by Mr. Foley,
Mr. Bickett, Mr. Stinson, Mr. Park, Mr. Sadowski, Mr. Quirk, Mr. Gravelle, Mr. Jewkes, Ms. Meinhardt, Mr. Abbinante, Mr. Willey, Mr. Ammerman, Mr. Davis, Mr. Farrell, Mr. Hagerty, Mr. Heasley, Mr. Lane, Mr. Lyon and Mr. Thompson:
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Date unexercisable |
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Grant |
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Number of Shares |
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Exercise |
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Exercisable |
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Unexercisable |
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options will become |
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Expiration |
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| Name |
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Date(1) |
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Subject to Option |
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Price |
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(Number of Shares) |
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(Number of Shares |
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exercisable |
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Date |
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Foley, II, William P. |
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8/19/2005 |
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293,077 |
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$ |
17.67 |
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— |
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293,077 |
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8/19/2008 |
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8/19/2013 |
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Foley, II, William P. |
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10/15/2004 |
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732,692 |
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$ |
16.65 |
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366,346 |
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366,346 |
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10/15/2007 |
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12/16/2012 |
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Bickett, Brent |
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8/19/2005 |
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109,904 |
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$ |
17.67 |
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36,635 |
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73,269 |
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8/19/2008 |
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8/19/2013 |
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Bickett, Brent |
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10/15/2004 |
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164,856 |
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$ |
16.65 |
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109,904 |
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54,952 |
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10/15/2007 |
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12/16/2012 |
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Stinson, Alan L. |
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8/19/2005 |
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109,904 |
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$ |
17.67 |
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36,635 |
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73,269 |
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8/19/2008 |
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8/19/2013 |
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Stinson, Alan L. |
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10/15/2004 |
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164,856 |
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$ |
16.65 |
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109,904 |
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54,952 |
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10/15/2007 |
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12/16/2012 |
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Park, Anthony |
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1/12/1998 |
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13,370 |
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$ |
4.99 |
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13,370 |
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— |
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n/a |
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1/12/2008 |
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Park, Anthony |
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12/23/2002 |
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16,079 |
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$ |
8.26 |
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16,079 |
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— |
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n/a |
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12/23/2012 |
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Park, Anthony |
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2/21/2002 |
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22,107 |
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$ |
5.60 |
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22,107 |
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— |
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n/a |
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2/21/2012 |
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Park, Anthony |
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4/16/2001 |
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36,479 |
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$ |
4.80 |
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36,479 |
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— |
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n/a |
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4/16/2011 |
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Park, Anthony |
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9/10/2004 |
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58,469 |
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$ |
12.77 |
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38,980 |
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19,489 |
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9/10/2007 |
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9/10/2012 |
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Park, Anthony |
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8/3/2001 |
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20,018 |
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$ |
2.66 |
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20,018 |
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— |
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n/a |
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8/3/2011 |
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Sadowski, Peter T. |
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8/19/2005 |
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87,922 |
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$ |
17.67 |
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29,309 |
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58,613 |
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8/19/2008 |
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8/19/2013 |
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Sadowski, Peter T. |
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12/23/2002 |
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33,502 |
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$ |
8.26 |
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33,502 |
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— |
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n/a |
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12/23/2012 |
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Sadowski, Peter T. |
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10/15/2004 |
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219,808 |
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$ |
16.65 |
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146,540 |
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73,269 |
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10/15/2007 |
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12/16/2012 |
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Sadowski, Peter T. |
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12/23/2002 |
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4,449 |
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$ |
6.56 |
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4,449 |
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— |
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n/a |
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12/23/2012 |
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Quirk, Raymond R. |
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2/21/2002 |
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110,541 |
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$ |
5.60 |
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110,541 |
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— |
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n/a |
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2/21/2012 |
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Quirk, Raymond R. |
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12/23/2002 |
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140,690 |
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$ |
8.26 |
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140,690 |
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— |
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n/a |
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12/23/2012 |
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Quirk, Raymond R. |
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10/15/2004 |
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329,712 |
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$ |
16.65 |
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219,808 |
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109,904 |
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10/15/2007 |
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12/16/2012 |
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Gravelle, Michael |
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5/31/2006 |
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24,793 |
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$ |
20.92 |
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— |
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24,793 |
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5/31/2009 |
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5/31/2016 |
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Gravelle, Michael |
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9/10/2004 |
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21,925 |
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$ |
12.77 |
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14,618 |
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7,308 |
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9/10/2007 |
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9/10/2012 |
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Jewkes, Roger |
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9/10/2004 |
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68,213 |
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$ |
12.77 |
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— |
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68,213 |
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9/10/2007 |
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9/10/2012 |
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Meinhardt, Erika |
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2/21/2002 |
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34,001 |
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$ |
5.60 |
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34,001 |
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— |
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n/a |
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2/21/2012 |
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Meinhardt, Erika |
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12/23/2002 |
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60,295 |
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$ |
8.26 |
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60,295 |
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— |
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n/a |
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12/23/2012 |
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Meinhardt, Erika |
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9/10/2004 |
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233,875 |
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$ |
12.77 |
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155,917 |
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77,958 |
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9/10/2007 |
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9/10/2012 |
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Abbinante, Christopher |
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12/23/2002 |
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66,993 |
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$ |
8.26 |
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66,993 |
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— |
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n/a |
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12/23/2012 |
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Abbinante, Christopher |
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9/10/2004 |
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233,875 |
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$ |
12.77 |
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155,917 |
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77,958 |
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9/10/2007 |
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9/10/2012 |
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Abbinante, Christopher |
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4/25/2001 |
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12,769 |
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$ |
4.01 |
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12,769 |
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— |
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n/a |
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4/25/2011 |
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Willey, Frank P. |
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10/15/2004 |
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35,719 |
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$ |
16.65 |
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23,813 |
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11,906 |
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9/10/2007 |
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12/16/2012 |
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Willey, Frank P. |
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12/23/2002 |
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40,196 |
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$ |
8.26 |
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40,196 |
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— |
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n/a |
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12/23/2012 |
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Willey, Frank P. |
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4/16/2001 |
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48,637 |
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$ |
4.80 |
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48,637 |
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— |
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n/a |
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4/16/2011 |
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Willey, Frank |
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4/25/2001 |
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23,220 |
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$ |
4.01 |
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23,220 |
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— |
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n/a |
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4/25/2011 |
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Ammerman, Douglas K. |
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8/19/2005 |
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43,962 |
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$ |
17.67 |
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14,655 |
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29,307 |
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8/19/2008 |
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8/19/2013 |
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Davis, Willie D. |
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10/15/2004 |
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47,506 |
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$ |
12.52 |
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31,671 |
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15,835 |
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10/15/2007 |
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10/15/2012 |
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Davis, Willie D. |
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8/3/2001 |
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133,457 |
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$ |
2.66 |
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133,457 |
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— |
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n/a |
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8/3/2011 |
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Davis, Willie D. |
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9/24/2002 |
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8,898 |
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$ |
6.30 |
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8,898 |
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— |
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n/a |
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9/24/2012 |
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Davis, Willie D. |
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11/21/2001 |
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26,691 |
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$ |
3.18 |
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26,691 |
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— |
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n/a |
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11/21/2011 |
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Farrell, Jr., John F. |
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12/23/2002 |
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20,100 |
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$ |
8.26 |
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20,100 |
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— |
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n/a |
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12/23/2012 |
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Farrell, Jr., John F. |
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10/15/2004 |
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47,506 |
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$ |
12.52 |
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31,671 |
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15,835 |
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10/15/2007 |
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10/15/2012 |
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Farrell, Jr., John F. |
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2/21/2002 |
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44,216 |
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$ |
5.60 |
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44,216 |
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— |
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n/a |
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2/21/2012 |
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Farrell, Jr., John F. |
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4/16/2001 |
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48,637 |
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$ |
4.80 |
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48,637 |
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— |
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n/a |
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4/16/2011 |
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Farrell, Jr., John F |
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4/28/1999 |
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18,188 |
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$ |
2.17 |
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18,188 |
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— |
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n/a |
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4/28/2009 |
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Hagerty, Thomas M. |
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8/19/2005 |
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21,981 |
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$ |
17.67 |
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|
7,328 |
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|
14,653 |
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8/19/2008 |
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8/19/2013 |
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Heasley, Philip G. |
|
12/23/2002 |
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|
6,700 |
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$ |
8.26 |
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|
6,700 |
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|
— |
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n/a |
|
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12/23/2012 |
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Heasley, Philip G. |
|
10/15/2004 |
|
|
47,506 |
|
|
$ |
12.52 |
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|
31,671 |
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|
|
15,835 |
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10/15/2007 |
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|
10/15/2012 |
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Lane, Daniel (Ron) D. |
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8/19/2005 |
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21,981 |
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$ |
17.67 |
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7,328 |
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14,653 |
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8/19/2008 |
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8/19/2013 |
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Lane, Daniel (Ron) D. |
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12/23/2002 |
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10,050 |
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$ |
8.26 |
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10,050 |
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— |
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n/a |
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12/23/2012 |
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Lane, Daniel (Ron) D. |
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10/15/2004 |
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23,753 |
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$ |
12.52 |
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15,835 |
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7,918 |
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10/15/2007 |
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10/15/2012 |
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Lane, Daniel (Ron) D. |
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2/21/2002 |
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22,108 |
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$ |
5.60 |
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22,108 |
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— |
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n/a |
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2/21/2012 |
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Lane, Daniel (Ron) D. |
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4/16/2001 |
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24,318 |
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$ |
4.80 |
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24,318 |
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|
— |
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n/a |
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4/16/2011 |
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Lyon, General William |
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12/23/2002 |
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20,100 |
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$ |
8.26 |
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20,100 |
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|
— |
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n/a |
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12/23/2012 |
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Lyon, General William |
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3/23/1999 |
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|
24,320 |
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$ |
3.01 |
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24,320 |
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|
— |
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n/a |
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3/23/2009 |
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Lyon, General William |
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10/15/2004 |
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47,506 |
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$ |
12.52 |
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31,671 |
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|
15,835 |
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10/15/2007 |
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10/15/2012 |
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Lyon, General William |
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3/19/1998 |
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40,124 |
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$ |
6.05 |
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40,124 |
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— |
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n/a |
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3/19/2008 |
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Lyon, General William |
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2/21/2002 |
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44,216 |
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$ |
5.60 |
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44,216 |
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|
— |
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n/a |
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2/21/2012 |
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Lyon, General William |
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4/16/2001 |
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48,637 |
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$ |
4.80 |
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48,637 |
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|
— |
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n/a |
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4/16/2011 |
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Lyon, General William |
|
12/22/1999 |
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121,598 |
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$ |
2.89 |
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121,598 |
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|
|
— |
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|
n/a |
|
|
12/22/2009 |
|
Thompson, Cary H. |
|
8/19/2005 |
|
|
21,981 |
|
|
$ |
17.67 |
|
|
|
7,328 |
|
|
|
14,653 |
|
|
8/19/2008 |
|
|
8/19/2013 |
|
Thompson, Cary H. |
|
2/21/2002 |
|
|
7,368 |
|
|
$ |
5.60 |
|
|
|
7,368 |
|
|
|
— |
|
|
n/a |
|
|
2/21/2012 |
|
Thompson, Cary H. |
|
4/16/2001 |
|
|
8,104 |
|
|
$ |
4.80 |
|
|
|
8,104 |
|
|
|
— |
|
|
n/a |
|
|
4/16/2011 |
|
Thompson, Cary H. |
|
12/23/2002 |
|
|
10,050 |
|
|
$ |
8.26 |
|
|
|
10,050 |
|
|
|
— |
|
|
n/a |
|
|
12/23/2012 |
|
Thompson, Cary H. |
|
10/15/2004 |
|
|
23,753 |
|
|
$ |
12.52 |
|
|
|
15,835 |
|
|
|
7,918 |
|
|
10/15/2007 |
|
|
10/15/2012 |
|
Thompson, Cary H. |
|
11/21/2001 |
|
|
6,672 |
|
|
$ |
3.18 |
|
|
|
6,672 |
|
|
|
— |
|
|
n/a |
|
|
11/21/2011 |
|
Thompson, Cary H. |
|
12/23/2002 |
|
|
20,017 |
|
|
$ |
6.56 |
|
|
|
20,017 |
|
|
|
— |
|
|
n/a |
|
|
12/23/2012 |
|
Thompson, Cary H. |
|
9/24/2002 |
|
|
8,898 |
|
|
$ |
6.30 |
|
|
|
8,898 |
|
|
|
— |
|
|
n/a |
|
|
9/24/2012 |
|
|
|
|
| 1 |
|
This is the original grant date of the replaced FNF option. |
In addition, as described in FNT’s information statement (Schedule 14C filed with the
Securities and Exchange Commission on September 19, 2006) in connection with the Amended SEDA, on
October 24, 2006, FNT issued replacement restricted stock to certain individuals in respect of FNF
restricted shares they held.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
The description of the material terms of the employment agreement between FNT and Messrs.
William P. Foley, II, Alan L. Stinson, Raymond R. Quirk, Brent B. Bickett, Peter T.
Sadowski, and Michael L. Gravelle provided in Item 1.01 of this report is incorporated by reference in response to this Item 5.02.
Item 9.01. Financial Statements and Exhibits
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
10.1
|
|
Credit Agreement, dated as of September 12, 2006, with Bank of
America, N.A. as Administrative Agent and Swing Line Lender, and the
other financial institutions party thereto. |
2