<PAGE>

   As Filed With the Securities and Exchange Commission on December 14, 2001

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549


                                  -----------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                  -----------


                  FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)


                     Delaware                              41-1293754
        -------------------------------               -------------------
        (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)               Identification No.)


                    4050 Calle Real, Santa Barbara, CA 93110
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                   -----------


                            2001 STOCK INCENTIVE PLAN
                        2001 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plans)


                                  -----------


                                 NEIL A. JOHNSON
              CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT
                  Fidelity National Information Solutions, Inc.
                    4050 Calle Real, Santa Barbara, CA 93110
--------------------------------------------------------------------------------
                     (Name and address of agent for service)


                                 (805) 696-7000
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             C. Craig Carlson, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000


<PAGE>

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================
                                            Proposed Maximum   Proposed Maximum
Title of Securities       Amount To Be       Offering Price        Aggregate        Amount of
  To Be Registered        Registered(1)       Per Share(2)      Offering Price   Registration Fee
=================================================================================================
<S>                     <C>                 <C>                <C>               <C>
Common Stock,
$.001 par value         6,270,000 shares(3)      $9.085            $ 56,962,950       $13,614.145
=================================================================================================
Common Stock,
$.001 par value        10,000,000 shares(4)      $9.085            $ 90,850,000       $21,713.15
=================================================================================================
     Totals:           16,270,000 shares                           $147,812,950       $35,327.295
=================================================================================================
</TABLE>

(1)  Also registered hereunder are an indeterminate number of shares which may
     become issuable pursuant to the anti-dilution adjustment provisions of the
     Registrant's 2001 Stock Incentive Plan (the "2001 Plan") and/or which may
     become issuable under the Registrant's 2001 Employee Stock Purchase Plan
     (the "2001 ESPP Plan") by reason of any stock dividend, stock split,
     recapitalization or any other similar transaction without receipt of
     consideration which results in an increase in the number of the outstanding
     shares of Common Stock .

(2)  In accordance with Rule 457(c), the aggregate offering price of shares of
     Common Stock registered hereby is estimated, solely for purposes of
     calculating the registration fee, on the basis of the price of securities
     of the same class, using the average of the high and low prices reported by
     the Nasdaq National Market for the Common Stock on December 13, 2001, which
     was $9.085 per share.

(3)  Issuable pursuant to the 2001 Plan. Number adjusted to reflect (i) the
     reverse stock split (on July 31, 2001 the Registrant effected a
     one-for-seven reverse stock split, resulting in a change of the number of
     shares allocated to the 2001 Plan from 23,100,000 pre-split shares to
     3,300,000 post-split shares) plus (ii) the automatic annual increases in
     shares eligible under the 2001 Plan through the life of the plan.

(4)  Issuable pursuant to the 2001 ESPP Plan.


<PAGE>

                                     PART I

        In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information called for by Part
I of Form S-8 will be sent or given to individuals who participate in the
Fidelity National Information Solutions, Inc. 2001 Stock Incentive Plan, who
have been granted stock options under such plan, and to individuals who
participate in the Fidelity National Information Solutions, Inc. 2001 Employee
Stock Purchase Plan, and are not being filed with or included in this Form S-8.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by Fidelity National Information
Solutions, Inc. (the "Registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference in this
registration statement:

        (a)    the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000;

        (b)    the Company's Quarterly Reports on Form 10-Q for the quarterly
               periods ended June 30, 2001, March 31, 2001 and September 30,
               2001;

        (c)    the Company's Current Reports on Forms 8-K, as filed on August 9,
               2001 (as amended on October 15, 2001), October 1, 2001 and
               February 14, 2001;

        (d)    the Company's Definitive Proxy Statement as filed on June 29,
               2001; and

        (d)    the description of the Registrant's common stock, par value $.001
               per share (the "Common Stock"), contained in the Registrant's
               Registration Statement filed on Form 10, including any amendment
               or report filed for the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For the purposes of this
Registration Statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this Registration Statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.




                                      II-1
<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware Law.

        Section 145 of the DGCL provides that a corporation may indemnify any
person made a party to an action (other than an action by or in the right of the
corporation) by reason of the fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action (other than an action
by or in the right of the corporation), has no reasonable cause to believe his
or her conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
        Number    Description
        ------    -----------
        <S>       <C>
         4.1      2001 Stock Incentive Plan.

         4.2      2001 Employee Stock Purchase Plan

         5.1      Opinion of Stradling Yocca Carlson & Rauth, a Professional
                  Corporation.

         23.1     Consent of Stradling Yocca Carlson & Rauth, a Professional
                  Corporation (included in the Opinion filed as Exhibit 5.1).

         23.2     Consent of KPMG LLP, independent auditors.

         23.3     Consent of Deloitte & Touche LLP, independent auditors.

         24.1     Power of Attorney (included on the signature page).
</TABLE>





                                      II-2
<PAGE>

ITEM 9. UNDERTAKINGS.

        (a) The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective 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 facts 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; and

                (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.

            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by these paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective 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 post-effective
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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.




                                      II-3
<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Barbara, State of California, on the 11th day
of December 2001.


                               FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.


                               By:  /s/ Eric D. Swenson
                                  ----------------------------------------------
                                        Eric D. Swenson
                                        President and Chief Operating Officer
                                        (Principal Executive Officer)


                                POWER OF ATTORNEY

        We, the undersigned directors and officers of Fidelity National
Information Solutions, Inc., do hereby make, constitute and appoint Eric D.
Swenson and Neil A. Johnson, and each of them acting individually, our true and
lawful attorneys-in-fact and agents, with power to act without any other and
with full power of substitution, to do any and all acts and things in our name
and behalf in our capacities as directors and officers, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
or any related Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

        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.

<TABLE>
<CAPTION>
             Signature                                 Title                         Date
             ---------                                 -----                         ----
<S>                                        <C>                                <C>
/s/ William P. Foley, II                        Chairman and Chief            December 11, 2001
------------------------------------            Executive Officer
        William P. Foley, II


/s/ Eric D. Swenson                             President and Chief           December 11, 2001
------------------------------------             Operating Officer
           Eric D. Swenson                 (Principal Executive Officer)


/s/ Neil A. Johnson                           Chief Financial Officer         December 11, 2001
------------------------------------        and Executive Vice President
           Neil A. Johnson                  (Principal Financial Officer)
</TABLE>




                                      S-1
<PAGE>

<TABLE>
<CAPTION>

             Signature                                 Title                         Date
             ---------                                 -----                         ----
<S>                                                  <C>                      <C>
/s/ Willie D. Davis                                  Director                 December 11, 2001
------------------------------------
           Willie D. Davis


/s/ Richard J. Freeman                               Director                 December 11, 2001
------------------------------------
        Richard J. Freeman


/s/ Earl Gallegos                                    Director                 December 11, 2001
------------------------------------
          Earl Gallegos


/s/ Bradley Inman                                    Director                 December 11, 2001
------------------------------------
          Bradley Inman


/s/ Patrick F. Stone                                 Director                 December 11, 2001
------------------------------------
        Patrick F. Stone


                                                     Director
------------------------------------
          Cary H. Thompson
</TABLE>




                                      S-2
<PAGE>

                                  EXHIBIT INDEX



<TABLE>
<CAPTION>

Number        Description
------        -----------
<S>           <C>
  4.1         2001 Stock Incentive Plan.

  4.2         2001 Employee Stock Purchase Plan

  5.1         Opinion of Stradling Yocca Carlson & Rauth, a Professional
              Corporation

 23.1         Consent of Stradling Yocca Carlson & Rauth, a Professional
              Corporation (included in the Opinion filed as Exhibit 5.1).

 23.2         Consent of KPMG LLP, independent auditors.

 23.3         Consent of Deloitte & Touche LLP, independent auditors.

 24.1         Power of Attorney (included on the signature page).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a77864ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19683}]
{"company-data": {"conformed-name": "FIDELITY NATIONAL INFORMATION SOLUTIONS INC", "cik": "0000888793", "assigned-sic": "7389", "irs-number": "411293754", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75174", "film-number": "1814118"}, "business-address": {"street1": "5060 SHOREHAM PL. #300", "city": "SAN DIEGO", "state": "CA", "zip": "92122", "phone": "6194506100"}, "mail-address": {"street1": "5060 SHOREHAM PLACE", "street2": "STE 300", "city": "SAN DIEGO", "state": "CA", "zip": "92122"}, "former-company": {"former-conformed-name": "VISTA INFORMATION SOLUTIONS INC", "date-changed": "19950601"}}
As Filed With the Securities and Exchange Commission on December 14, 2001

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549

                                  -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  -----------

                  FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

                     Delaware                              41-1293754
        -------------------------------               -------------------
        (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)               Identification No.)

                    4050 Calle Real, Santa Barbara, CA 93110
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                   -----------

                            2001 STOCK INCENTIVE PLAN
                        2001 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plans)

                                  -----------

                                 NEIL A. JOHNSON
              CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT
                  Fidelity National Information Solutions, Inc.
                    4050 Calle Real, Santa Barbara, CA 93110
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (805) 696-7000
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             C. Craig Carlson, Esq.
           Stradling Yocca Carlson & Rauth, a Professional Corporation
      660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
                                 (949) 725-4000
CALCULATION OF REGISTRATION FEE
=================================================================================================
                                            Proposed Maximum   Proposed Maximum
Title of Securities       Amount To Be       Offering Price        Aggregate        Amount of
  To Be Registered        Registered(1)       Per Share(2)      Offering Price   Registration Fee
=================================================================================================
Common Stock,
$.001 par value         6,270,000 shares(3)      $9.085            $ 56,962,950       $13,614.145
=================================================================================================
Common Stock,
$.001 par value        10,000,000 shares(4)      $9.085            $ 90,850,000       $21,713.15
=================================================================================================
     Totals:           16,270,000 shares                           $147,812,950       $35,327.295
=================================================================================================
(1)  Also registered hereunder are an indeterminate number of shares which may
     become issuable pursuant to the anti-dilution adjustment provisions of the
     Registrant's 2001 Stock Incentive Plan (the "2001 Plan") and/or which may
     become issuable under the Registrant's 2001 Employee Stock Purchase Plan
     (the "2001 ESPP Plan") by reason of any stock dividend, stock split,
     recapitalization or any other similar transaction without receipt of
     consideration which results in an increase in the number of the outstanding
     shares of Common Stock .

(2)  In accordance with Rule 457(c), the aggregate offering price of shares of
     Common Stock registered hereby is estimated, solely for purposes of
     calculating the registration fee, on the basis of the price of securities
     of the same class, using the average of the high and low prices reported by
     the Nasdaq National Market for the Common Stock on December 13, 2001, which
     was $9.085 per share.

(3)  Issuable pursuant to the 2001 Plan. Number adjusted to reflect (i) the
     reverse stock split (on July 31, 2001 the Registrant effected a
     one-for-seven reverse stock split, resulting in a change of the number of
     shares allocated to the 2001 Plan from 23,100,000 pre-split shares to
     3,300,000 post-split shares) plus (ii) the automatic annual increases in
     shares eligible under the 2001 Plan through the life of the plan.

(4)  Issuable pursuant to the 2001 ESPP Plan.
PART I

        In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information called for by Part
I of Form S-8 will be sent or given to individuals who participate in the
Fidelity National Information Solutions, Inc. 2001 Stock Incentive Plan, who
have been granted stock options under such plan, and to individuals who
participate in the Fidelity National Information Solutions, Inc. 2001 Employee
Stock Purchase Plan, and are not being filed with or included in this Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by Fidelity National Information
Solutions, Inc. (the "Registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference in this
registration statement:

        (a)    the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000;

        (b)    the Company's Quarterly Reports on Form 10-Q for the quarterly
               periods ended June 30, 2001, March 31, 2001 and September 30,
               2001;

        (c)    the Company's Current Reports on Forms 8-K, as filed on August 9,
               2001 (as amended on October 15, 2001), October 1, 2001 and
               February 14, 2001;

        (d)    the Company's Definitive Proxy Statement as filed on June 29,
               2001; and

        (d)    the description of the Registrant's common stock, par value $.001
               per share (the "Common Stock"), contained in the Registrant's
               Registration Statement filed on Form 10, including any amendment
               or report filed for the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents, except as to any
portion of any future annual or quarterly report to stockholders or document
that is not deemed filed under such provisions. For the purposes of this
Registration Statement, any statement in a document incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement
contained in this Registration Statement modifies or supersedes a statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

                                      II-1
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware Law.

        Section 145 of the DGCL provides that a corporation may indemnify any
person made a party to an action (other than an action by or in the right of the
corporation) by reason of the fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action (other than an action
by or in the right of the corporation), has no reasonable cause to believe his
or her conduct was unlawful.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following exhibits are filed as part of this Registration Statement:
Number    Description
        ------    -----------
4.1      2001 Stock Incentive Plan.

         4.2      2001 Employee Stock Purchase Plan

         5.1      Opinion of Stradling Yocca Carlson & Rauth, a Professional
                  Corporation.

         23.1     Consent of Stradling Yocca Carlson & Rauth, a Professional
                  Corporation (included in the Opinion filed as Exhibit 5.1).

         23.2     Consent of KPMG LLP, independent auditors.

         23.3     Consent of Deloitte & Touche LLP, independent auditors.

         24.1     Power of Attorney (included on the signature page).
II-2
ITEM 9. UNDERTAKINGS.

        (a) The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective 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 facts 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; and

                (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.

            Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the information required to be included in a
post-effective amendment by these paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective 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 post-effective
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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Barbara, State of California, on the 11th day
of December 2001.

                               FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.

                               By:  /s/ Eric D. Swenson
                                  ----------------------------------------------
                                        Eric D. Swenson
                                        President and Chief Operating Officer
                                        (Principal Executive Officer)

                                POWER OF ATTORNEY

        We, the undersigned directors and officers of Fidelity National
Information Solutions, Inc., do hereby make, constitute and appoint Eric D.
Swenson and Neil A. Johnson, and each of them acting individually, our true and
lawful attorneys-in-fact and agents, with power to act without any other and
with full power of substitution, to do any and all acts and things in our name
and behalf in our capacities as directors and officers, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
or any related Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

        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 and Chief            December 11, 2001
------------------------------------            Executive Officer
        William P. Foley, II

/s/ Eric D. Swenson                             President and Chief           December 11, 2001
------------------------------------             Operating Officer
           Eric D. Swenson                 (Principal Executive Officer)

/s/ Neil A. Johnson                           Chief Financial Officer         December 11, 2001
------------------------------------        and Executive Vice President
           Neil A. Johnson                  (Principal Financial Officer)
S-1
Signature                                 Title                         Date
             ---------                                 -----                         ----
/s/ Willie D. Davis                                  Director                 December 11, 2001
------------------------------------
           Willie D. Davis

/s/ Richard J. Freeman                               Director                 December 11, 2001
------------------------------------
        Richard J. Freeman

/s/ Earl Gallegos                                    Director                 December 11, 2001
------------------------------------
          Earl Gallegos

/s/ Bradley Inman                                    Director                 December 11, 2001
------------------------------------
          Bradley Inman

/s/ Patrick F. Stone                                 Director                 December 11, 2001
------------------------------------
        Patrick F. Stone

                                                     Director
------------------------------------
          Cary H. Thompson
S-2
EXHIBIT INDEX
Number        Description
------        -----------
4.1         2001 Stock Incentive Plan.

  4.2         2001 Employee Stock Purchase Plan

  5.1         Opinion of Stradling Yocca Carlson & Rauth, a Professional
              Corporation

 23.1         Consent of Stradling Yocca Carlson & Rauth, a Professional
              Corporation (included in the Opinion filed as Exhibit 5.1).

 23.2         Consent of KPMG LLP, independent auditors.

 23.3         Consent of Deloitte & Touche LLP, independent auditors.

 24.1         Power of Attorney (included on the signature page).