Form 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): February 7, 2012

 

 

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: (415) 932-2100

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 February 7, 2012, Visa Inc. (the “Company”) issued a press release announcing the new conversion rate applicable to the Company’s class B common stock resulting from its December 29, 2011, deposit of $1.565 billion into the litigation escrow account previously established under the Company’s retrospective responsibility plan (the “Plan”). Under the terms of the Plan, this resulted in the decrease in the conversion rate applicable to the Company’s class B common stock from 0.4881 to .4254, effective as of December 29, 2011. Therefore, the number of as-converted class B common shares was reduced by 15,381,045 from 119,833,888 to 104,452,843. The deposit and price-per-share calculations were conducted in accordance with the Company’s certificate of incorporation using the volume-weighted average price over the 30-day pricing period from December 22, 2011, through February 6, 2012.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press Release issued by Visa Inc., dated February 7, 2012

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: February 7, 2012        
 

By:

  

/s/ Joseph W. Saunders

    Joseph W. Saunders
    Chairman and Chief Executive Officer

EXHIBIT INDEX

 

Exhibit

Number

   

Description

99.1    Press Release issued by Visa Inc., dated February 7, 2012