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Employee Stock Purchase Plan Participation Form

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Employee Stock Purchase Plan Participation Form Powered By Docstoc
					                 Metavante Holding Company
         Metavante 2007 Employee Stock Purchase Plan


                                  October 1, 2007


           This document constitutes part of a prospectus covering
     securities that have been registered under the Securities Act of 1933.

___________________________________________________________________

       All eligible participants in the Metavante 2007 Employee Stock Purchase Plan
(the "ESPP") are receiving this document. This document, together with the text of
the ESPP and the registration statement filed with the SEC, constitutes the
prospectus relating to the 400,000 shares of Metavante Holding Company
(“Metavante”) common stock available for issuance under the ESPP. We have
registered the stock under the Securities Act of 1933 (the “Securities Act”) for sale
pursuant to the ESPP.

        No person is authorized to give any information or to make any
representations, other than those contained in this prospectus, in connection with
the offering described in this prospectus, and, if given or made, such information or
representations must not be relied upon. This prospectus does not constitute an
offer of any securities other than those to which it relates, or an offer to sell, or a
solicitation of an offer to buy, any securities in any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this prospectus nor any sales made hereunder will, under any
circumstances, create any implication that there has been no change in the affairs of
Metavante or its subsidiaries since the date of this prospectus.




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                                                        Table of Contents

                                                                                                                                          Page

Metavante 2007 Employee Stock Purchase Plan ................................................................................. 1
          1.        Introduction .................................................................................................................. 1
          2.        Participation ................................................................................................................. 1
          3.        Enrollment Period ........................................................................................................ 1
          4.        Contributions ............................................................................................................... 2
          5.        Discontinuing Contributions During the Quarterly Offering Period .............................. 2
          6.        Withdrawing Contributions........................................................................................... 2
          7.        Separation from Service .............................................................................................. 3
          8.        How Shares Are Purchased ........................................................................................ 3
          9.        Rights as a Metavante Shareholder ............................................................................ 3
          10.       Selling Stock, Resale Restrictions and Section 16 ..................................................... 3
          11.       Tax Implications ........................................................................................................... 4
          12.       Reporting Stock Sales ................................................................................................. 5
          13.       Monitoring the Value of Your ESPP ............................................................................ 5
          14.       Administration .............................................................................................................. 5
          15.       Shares Reserved under the ESPP .............................................................................. 5
          16.       Duration and Termination ............................................................................................ 5
          17.       Amendment ................................................................................................................. 5
          18.       Information Available to You........................................................................................ 6
Forward-Looking Statements and Cautionary Factors .......................................................................... 6




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Metavante 2007 Employee Stock Purchase Plan

1.       Introduction

Metavante employees have been eligible to participate in the Marshall & Ilsley Corporation 2000
Employee Stock Purchase Plan (the "M&I Plan"). Metavante anticipates that it will become a
separately traded public company on or about November 1, 2007. If this occurs, Metavante
employees will not be eligible to participate in the M&I Plan, in which case Metavante wishes to make
an employee stock purchase plan available to its employees. The securities being offered under this
prospectus will be offered to employees subject to Metavante completing the transactions pursuant to
which it will become a separately traded public company.

The purpose of the Metavante 2007 Employee Stock Purchase Plan (the "ESPP") is to provide
eligible employees with an opportunity to purchase Metavante Holding Company ("Metavante")
common stock through accumulated payroll deductions. Metavante believes that an employee stock
purchase plan is an important part of its total employee benefit package. Metavante also believes that
encouraging its employees to acquire equity ownership in the company assures a closer alignment of
the interests of employees participating in the ESPP with those of the company’s stockholders.

The ESPP will be implemented by permitting eligible employees to purchase Metavante common
stock during quarterly offering periods ending on each March 31, June 30, September 30, and
December 31; except that the first offering period will commence on the date Metavante becomes a
separately traded public company and will end on December 31, 2007. Eligible employees may set
aside a fixed amount of money from the first and second payrolls of each month during the quarterly
offering periods. The contributions are held until the last business day of the offering period and are
then used to purchase shares of Metavante common stock at 85% of the closing price on the New
York Stock Exchange for that date.

The remainder of this document provides general information regarding the ESPP. You will receive a
separate mailing containing specific information regarding how to:
        Enroll in the ESPP
        Select and change your contribution rate;
        Cease contributions to the ESPP;
        Withdraw contributions from the ESPP; and
        Sell shares held in your participant account.
2.       Participation

All regular active employees are eligible to participate in the ESPP. Eligible employees may elect to
participate in the ESPP as of the beginning of the first quarterly offering period following their
employment date, as long as they enroll during the applicable enrollment period and comply with any
further administrative requirements established by Metavante.

3.       Enrollment Period

Each offering period will be subject to an enrollment period that will be communicated to employees
prior to the beginning of the quarterly offering period. The enrollment period is generally between the
first and the fifteenth of the month immediately prior to the beginning of the offering period. Eligible
employees enroll in the ESPP by establishing an account during the enrollment period and selecting
a payroll deduction rate.

Metavante employees who participated in the M&I Plan will not automatically be enrolled in the
Metavante ESPP. A new enrollment is required.



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4.      Contributions

Contributions to the ESPP are made through payroll deductions and are taken on the first two
payrolls of each month. The minimum contribution is $10.00 per pay period. Because of Internal
Revenue Code requirements, you may not purchase more than $25,000 in Metavante common stock
through the ESPP in any calendar year (valued as of the beginning of the relevant offering periods).
If you reach the $25,000 limit, the company will make the necessary adjustment to the number of
shares that you may purchase in order to enforce the limit. Any accumulated amount that is not
applied to purchase Metavante common stock will automatically be refunded to you following the
close of the offering period. For the first offering period, the $25,000 limit is pro-rated based upon the
number of months the ESPP is effective for 2007.

In addition to the $25,000 Internal Revenue Code limit, Metavante may limit the amount that
employees can contribute to the ESPP in a year. For 2007, there will be a limit of $625 per pay
period. Starting in 2008, Metavante anticipates that the employee contribution limit will be $10,000
per year.

Because your contributions are made on an after-tax basis, your net pay will be reduced by the exact
amount you choose to contribute to the ESPP. Your contribution amount will be reflected on your pay
statement each pay period. Contributions are accumulated for the offering period and will be used to
purchase Metavante common stock at a 15% discount. Except for stopping your contributions, as
described below, you may not change your payroll deduction amount during an offering period.

Your ESPP payroll deductions are subtracted from your paycheck after all of your other elected
payroll deductions, if any. If you do not have sufficient compensation to make your elected ESPP
payroll deduction, your payroll deduction will be reduced to the amount available for that pay period.
Your regular payroll deduction will reinstate when you have sufficient funds to do so. There will be no
accelerated or increased deduction rates for any missed deductions.

After your initial enrollment, your payroll deduction election will remain in effect for subsequent
offering periods until you change your election during a future enrollment period, withdraw from the
ESPP, or are no longer eligible to participate.

5.      Discontinuing Contributions During the Quarterly Offering Period

You may elect to cease all contributions to your ESPP account during the quarterly offering period.
Your election will become effective as soon as administratively practicable after notice is provided.
Once your election is effective, no new contributions will be credited to your account for the remainder
of the quarterly offering period. Contributions previously credited to your account will be used to
purchase shares at the end of the offering period under the normal terms and conditions of the ESPP,
unless you elect to withdraw them under the provisions discussed in the “Withdrawing Contributions”
section below. No other contribution changes are allowed during the offering period. Once you stop
contributing, you cannot resume making contributions to the ESPP until the beginning of the next
offering period.

6.      Withdrawing Contributions

You may elect to withdraw your contributions during the offering period. Your election to withdraw will
be effective as soon as administratively practicable after notice is provided. Once the withdrawal
election is effective, all future contributions will cease, and the cash contributions credited to your
account will be refunded to you. You will not receive interest on the dollars you contribute to, or
withdraw from, the ESPP. Once you stop contributing, you cannot resume making contributions to
the ESPP until the beginning of the next offering period.




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7.      Separation from Service

If you retire, become disabled, die or otherwise terminate your employment, your participation in the
ESPP ends as soon as practicable after the termination date. You (or your legal representative, in
the case of death) will be treated as though you had elected to withdraw from the ESPP, and all
payroll deductions will be returned to you (or your legal representative, in the case of death). Any
Metavante common stock that was purchased on your behalf under the ESPP or dividends reinvested
in your account will be yours to keep.

8.      How Shares Are Purchased

The total payroll contribution amount for each participant is used to purchase shares of Metavante
common stock at the end of offering period. Shares are purchased for each participant at a price
equal to 85% of the closing price of Metavante common stock on the New York Stock Exchange for
the last business day of each offering period. Whole and fractional shares will be purchased up to the
full contribution amount (up to three decimal places, with any residual contribution amounts used in
the next offering period). The purchased shares will be credited to your participant account.

As soon as administratively practicable after each quarterly offering period, your participant account
will be credited with shares that were purchased on your behalf. Your shares will remain in your
individual participant account until you give further instructions to transfer or sell your shares. Your
participant account will initially be registered in your name only. While the shares that you purchase
may generally be held as you designate, your right to purchase shares under the ESPP may not be
transferred or assigned to anyone else.

In the event of a change of control of Metavante, the company will shorten the then current offering
period to a date that will be before the date of the change of control. Your purchase will occur at the
end of the shortened offering period unless you withdraw from the offering before then. The ESPP
will terminate following the new exercise date.

9.      Rights as a Metavante Shareholder

You will have all rights as a Metavante shareholder with respect to those shares of Metavante
common stock acquired through the ESPP, including voting and dividend rights.

10.     Selling Stock, Resale Restrictions and Section 16

After the shares have been purchased and credited to your account under the ESPP, you own those
shares. Generally, as an employee you may or may not be an “affiliate” or control person of
Metavante. An affiliate is defined to mean a person having or sharing the power to direct or cause
the direction of the management and policies of Metavante. For purposes hereof, directors and
executive officers of Metavante are deemed to be affiliates while serving in those capacities, but will
cease to be affiliates when they cease to serve as directors or executive officers unless they have
other relationships which may make them affiliates. If you are not an affiliate or control person of
Metavante at the time of a proposed resale, you may sell your shares acquired pursuant to the ESPP
without regard to any restrictions in the securities laws because these shares have been registered
under the Securities Act and will not be restricted securities.

However, if you are an affiliate or control person, you may only resell your shares of common stock
acquired under the ESPP through compliance with Rule 144 promulgated under the Securities Act
(except that the holding period requirement of Rule 144 is not applicable to the resale of such shares)
or another available exemption from registration under the Securities Act.

In addition, as an affiliate you are subject, generally, to the same securities law restrictions with
regard to resale of shares of Metavante common stock acquired under the ESPP as you are with

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respect to resale of otherwise acquired Metavante shares.

In particular, if you are an executive officer or director of Metavante, you will be subject to the
reporting requirements of Section 16(a) of the Exchange Act. If so, you are also subject to the short-
swing profit liability provisions of the Exchange Act. If you are an affiliate or control person, or believe
that you may be one, before engaging in any transactions, you are urged to consult Stacey Bruckner,
Metavante’s Assistant Corporate Secretary, or other qualified securities counsel, as to the Section 16
and other securities law effects of any proposed transaction involving shares of stock acquired under
the ESPP, or any other proposed transaction involving Metavante stock, so that any securities law
issues can be addressed in advance.

If you elect to sell or transfer shares from your account, you will be responsible for any fees relating to
the sale or transfer.

Before you sell any shares, there are important tax consequences you should consider. Additionally,
the length of time you hold the shares before selling them can have an impact on your tax liability.
Refer to the “Tax Implications” section below for more information.

11.     Tax Implications

The ESPP is intended to be an employee stock purchase plan within the meaning of Internal
Revenue Code Section 423. Under a qualified employee stock purchase plan, no taxable income is
recognized either when your participation in ESPP begins or when you purchase shares during an
offering period. Payroll deductions credited to your account are made on an after-tax basis, meaning
all applicable federal and state withholding is taken from your pay before contributions are deposited
to your ESPP account. Any dividends paid after your shares are purchased through the plan are
taxable in the year they are received.

Under federal income tax laws, participants will pay tax on the stock they purchase only if they sell
the stock or, under certain circumstances, transfer ownership of the stock. The tax treatment for a
sale of shares purchased through the ESPP depends upon whether the sale is treated as a "qualified"
disposition or a "disqualified" disposition. A qualifying disposition will occur if the sale or other
disposition of the shares occurs after you have held the shares for more than two (2) years after the
start of the relevant offering period. A disqualifying disposition is any sale or other disposition before
the holding period is satisfied.

In the event of a qualifying disposition, you will recognize ordinary income in the year of the qualifying
disposition equal to the lesser of (i) 15% of the fair market value of the shares on the beginning of the
offering period during which your shares were purchased or (ii) the amount by which the fair market
value of the shares on the date of the qualifying disposition exceeds the price paid for your shares.
Any additional gain recognized upon a qualifying disposition will be a long-term capital gain. If the fair
market value of the shares on the date of the qualifying disposition is less than the purchase price
you paid for the shares, there will be no ordinary income, and any loss recognized will be a long-term
capital loss.

In the event of a qualifying disposition, you will recognize ordinary income in the year of the
disqualifying disposition equal to the excess of (i) the fair market value of the shares on the last day of
the offering period over (ii) the price paid for the shares. Any additional gain or loss recognized upon
a disqualifying disposition will be capital gain, which will be long-term if the shares were held for more
than twelve (12) months. The amount of ordinary income recognized upon a disqualifying disposition
will be reported by the company on your Form W-2 wage statement for the year of such disposition.

Metavante can take a tax deduction only if the purchased shares are the subject of a disqualifying
disposition. The company will take a deduction equal to the amount of ordinary income you recognize
upon such disposition.

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Tax laws and regulations are complex and subject to change, even on a retroactive basis. You
are encouraged to consult a tax advisor.

12.     Reporting Stock Sales

Metavante is required to report the amount of ordinary income as a result of any disposition of stock
purchased through the ESPP on an employee’s Form W-2. Sales or transfers of stock are, therefore,
monitored by Metavante for this purpose. Individuals not receiving a Form W-2 from Metavante are
responsible for all reporting.

13.     Monitoring the Value of Your ESPP

Individual participant accounts will be mailed at least annually to your home address unless you elect
to receive your statement electronically.

14.     Administration

The ESPP is administered by the Compensation Committee of the Metavante board of directors (the
“Committee”) and its delegates. Subject to the provisions of the ESPP and the Internal Revenue
Code, all questions of interpretation or application of the ESPP will be determined by the Committee,
and its decision will be final and binding upon all participants. The members of the Committee will not
receive any compensation for administering the ESPP. The company will bear all expenses in
connection with the administration of the ESPP.

You may obtain additional information about the ESPP and the Committee by writing or calling
Metavante Holding Company, c/o Human Resources Division, Corporate Benefits Department, 4900
W. Brown Deer Rd., Milwaukee, Wisconsin 53223, (414) 357-2200 by calling Metavante's
Shareholder Information Line at (800) 318-0208, or by selecting the Investor Relations link on
Metavante's website at www.metavante.com.

15.     Shares Reserved under the ESPP

Metavante has reserved 400,000 shares of Metavante common stock for issuance under the ESPP,
subject to adjustments as a result of a stock split or similar transaction. Shares of Metavante
common stock may be newly-issued shares, treasury shares or obtained in the market. If the total
number of shares to be issued for any offering period is greater than the maximum number of shares
that may be issued under the ESPP, the Committee will allocate the available shares pro rata to
participants; and promptly refund to participants any remaining accumulated payroll deductions not
applied to the purchase of stock.

16.     Duration and Termination

The ESPP has a term of 10 years, unless Metavante terminates it earlier. Metavante may terminate
the ESPP at any time. Upon termination, all remaining accumulated funds in your account will be
promptly refunded to you, without interest, or refunded to the extent not used to purchase shares of
stock.

17.     Amendment

Metavante may amend the ESPP at any time. However, it may not increase the aggregate number of
shares which may be issued under the ESPP without approval of its shareholders. In addition, under
applicable tax, securities or other laws, certain amendments may require shareholder approval.




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18.     Information Available to You

We have filed a registration statement with the SEC covering the sale of 400,000 shares of
Metavante common stock under the ESPP. This prospectus contains certain information concerning
Metavante, its common stock and the ESPP, but does not contain all of the information set forth in the
registration statement and exhibits filed with the SEC. Copies of the documents filed with the SEC
are available free of charge to those persons eligible to participate in the ESPP by contacting Stacey
Bruckner, Metavante’s Assistant Corporate Secretary. Other documents, as outlined by Rule 428(b)
of the Securities Act, will also be provided upon request and without charge to any person to whom
this prospectus is delivered. Electronic copies of all such documents are also available at the SEC’s
website, http://www.sec.gov.

Documents referenced in Item 3 of Part II of the registration statement, which include our latest
annual and other reports filed with the SEC and the descriptions of Metavante common stock, are
incorporated by reference into this prospectus. The information we have incorporated by reference is
an important part of this prospectus, and information that we file later with the SEC will automatically
update and supersede this information.

This summary and prospectus sets forth the major features of the ESPP and the principal rights and
benefits available to the participating employees. This document is only intended to be a summary of
the ESPP. Some rules are described in abbreviated form and others are not mentioned at all. If there
is any ambiguity in the summary and prospectus or if there is any conflict between this summary and
prospectus and the provisions of the ESPP, then the provisions of the ESPP will control. Capitalized
terms used but not defined in this prospectus have the meanings assigned to them in the ESPP.

The ESPP is not intended to be a qualified pension, profit-sharing or stock bonus plan under Section
401(a) of the Internal Revenue Code of 1986, as amended, nor is it subject to the provisions of the
Employee Retirement Income Security Act of 1974 (otherwise known as ERISA). The date of this
prospectus is October 1, 2007.

Forward-Looking Statements and Cautionary Factors

You need to recognize that Metavante cannot assure you of a profit or protect you against a loss on
investments made pursuant to the ESPP. Certain statements contained or incorporated by reference
in this prospectus regarding the prospects of Metavante may involve risks and uncertainties, many of
which are beyond Metavante's control, that could cause actual results to differ materially from those
projected in such statements, identifiable through the use of words such as "anticipate," "belief,"
"estimate," "except," "objective," or similar expressions, are based on our expectations when the
statements were made. Factors that could cause actual results to differ materially include any factors
specifically identified in connection with such forward-looking statements and other cautionary factors
that may be referred to in our reports filed with the SEC from time to time. We undertake no
obligation to update forward-looking statements, whether or not as a result of new information, for
future events or otherwise.




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