0001193125-14-339150.txt : 20140911 0001193125-14-339150.hdr.sgml : 20140911 20140911161929 ACCESSION NUMBER: 0001193125-14-339150 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140911 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140911 DATE AS OF CHANGE: 20140911 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: 141098349 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 d788161d8k.htm 8-K 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): September 11, 2014

 

 

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: (650) 432-3200

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 September 11, 2014, Visa Inc. (the “Company”) issued a press release announcing it had decided to deposit $450 million (the “Loss Funds”) into the litigation escrow account previously established under the Company’s retrospective responsibility plan (the “Plan”). Under the terms of the Plan, when the Company funds the litigation escrow account, the value of the Company’s Class B shares – which are held exclusively by U.S. financial institutions and their affiliates and successors – are subject to dilution through an adjustment to the conversion rate of the shares of class B common stock to shares of class A common stock. This has the same effect on earnings per share as repurchasing the Company’s class A common stock, by reducing the class B conversion rate and consequently the as-converted class A common stock share count. The deposit of the Loss Funds will be conducted in accordance with the Company’s certificate of incorporation currently in effect.

A copy of the press release issued on September 11, 2014, 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 September 11, 2014

 

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: September 11, 2014      
    By:  

/s/ Charles W. Scharf

     

Charles W. Scharf

Chief Executive Officer

 

EXHIBIT INDEX

 

Exhibit

Number  

   

Description

99.1

    Press Release issued by Visa Inc., dated September 11, 2014
 EX-99.1 2 d788161dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

NEWS RELEASE

Visa Inc. Announces Decision to Fund Litigation Escrow Account

Foster City, CA, September 11, 2014 – Visa Inc. (NYSE:V) today announced it had decided to deposit $450 million (the “Loss Funds”) into the litigation escrow account previously established under the Company’s retrospective responsibility plan (the “Plan”). Under the terms of the Plan, when the Company funds the litigation escrow account, the value of the Company’s Class B shares – which are held exclusively by U.S. financial institutions and their affiliates and successors – are subject to dilution through an adjustment to the conversion rate of the shares of class B common stock to shares of class A common stock. This has the same effect on earnings per share as repurchasing the Company’s class A common stock, by reducing the class B conversion rate and consequently the as-converted class A common stock share count. The deposit of the Loss Funds will be conducted in accordance with the Company’s certificate of incorporation currently in effect.

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 electronic payments. We operate one of the world’s most advanced processing networks — VisaNet — that is capable of handling more than 56,000 transaction messages a second, with fraud protection for consumers and assured 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, pay ahead of time with prepaid or pay later with credit products. For more information, visit usa.visa.com/about-visa, visacorporate.tumblr.com and @VisaNews.

 

Contacts:

Investor Relations: Jack Carsky or Victoria Hyde-Dunn, 650-432-7644, ir@visa.com

Media Relations: Paul Cohen, 650-432-2990, globalmedia@visa.com