Delaware (State or Other Jurisdiction of Incorporation or Organization) |
16-1725106 (I.R.S. Employer Identification No.) |
601 Riverside Avenue Jacksonville, Florida (Address of Principal Executive Offices) |
32204 (Zip Code) |
Proposed Maximum | Proposed Maximum | Amount Of | ||||||||||||
Title Of Securities | Amount To Be | Offering Price | Aggregate | Registration | ||||||||||
To Be Registered | Registered (1) | Per Share (2) | Offering Price (2) | Fee | ||||||||||
Common Stock, par
value $0.0001 per
share |
10,000,000 | $21.12 | 211,200,000 | $24,858.24 | ||||||||||
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers an indeterminate number of shares that may be subject to issuance as a result of antidilution and other provisions of the Fidelity National Title Group, Inc. Employee Stock Purchase Plan (the FNT Plan) to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |
(2) | Estimated pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is based on the average of the high and low sale prices for the shares of common stock as reported in the consolidated reporting system on November 17, 2005. |
1. | The prospectus included in Amendment No. 4 to the Registrants Form S-1, Registration No. 333-126402, and all amendments prior to, dated and filed on September 27, 2005, which contains audited financial statements for the Registrants latest fiscal year; | ||
2. | The Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed November 10, 2005 and Current Reports on Form 8-K filed October 19, 2005, October 21, 2005 and October 27, 2005. | ||
3. | The description of the Registrants Common Stock, par value $0.0001 per share, contained in the Registrants Registration Statement on Form 8A filed with the SEC on September 27, 2005, including any amendment or report filed for the purpose of updating such description. |
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Exhibit | ||
Number | Description | |
4.1
|
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrants Form 8-K, filed with the SEC on October 19, 2005). | |
4.2
|
Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registrants Form S-1, Registration No. 333-126402, filed with the SEC on August 18, 2005). | |
5.1
|
Opinion of LeBoeuf, Lamb, Greene & MacRae LLP. | |
23.1
|
Consent of Counsel (included in Exhibit 5.1). | |
23.2
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm. | |
24.1
|
Power of Attorney (included on the signature pages of this Registration Statement). |
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(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a posteffective amendment to this Registration Statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | ||
(ii) | to reflect in the prospectus any factors 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 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; | ||
(iii) | 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; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such posteffective 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; | ||
(3) | To remove from registration by means of a posteffective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement 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. | |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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FIDELITY NATIONAL TITLE GROUP, INC. |
||||
/s/ Anthony J. Park | ||||
Anthony J. Park | ||||
Chief Financial Officer | ||||
We, the undersigned directors and officers of Fidelity National Title Group, Inc. (the Company), hereby severally appoint Raymond R. Quirk and Anthony J. Park, and each of them individually, with full powers of substitution and resubstitution, our true and lawful attorneys, with full powers to them and each of them to sign for us, in our names and in the capacities indicated below, any and all amendments to such Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that such attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney. | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. |
Signature | Title | Date | ||
/s/ William P. Foley, II |
Chairman of the Board of Directors | November 22, 2005 | ||
/s/ Raymond R. Quirk |
Chief Executive Officer (Principal Executive Officer) | November 22, 2005 | ||
/s/ Anthony J. Park |
Chief Financial Officer (Principal Financial and Accounting Officer) | November 22, 2005 | ||
/s/ William G. Bone |
Director | November 22, 2005 | ||
/s/ Willie D. Davis |
Director | November 22, 2005 | ||
/s/ John F. Farrell, Jr. |
Director | November 22, 2005 |
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Signature | Title | Date | ||
/s/ Philip G. Heasley |
Director | November 22, 2005 | ||
/s/ William A. Imparato |
Director | November 22, 2005 | ||
|
Director | |||
/s/ General William Lyon |
Director | November 22, 2005 | ||
/s/ Frank P. Willey |
Director | November 22, 2005 |
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Exhibit | ||
Number | Description | |
4.1
|
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrants Form 8-K, filed with the SEC on October 19, 2005). | |
4.2
|
Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registrants Form S-1, Registration No. 333-126402, filed with the SEC on August 18, 2005). | |
5.1
|
Opinion of LeBoeuf, Lamb, Greene & MacRae LLP. | |
23.1
|
Consent of Counsel (included in Exhibit 5.1). | |
23.2
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm. | |
24.1
|
Power of Attorney (included on the signature pages of this Registration Statement). |
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