PAYMENTECH INC
8-K, 1998-10-29
BUSINESS SERVICES, NEC
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<PAGE>
 
                      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):          October 22, 1998



                               PAYMENTECH, INC.
              (Exact Name of Registrant as Specified in Charter)


           DELAWARE                     1-14224                 75-2634185
(State or other jurisdiction of    (Commission File          (I.R.S. Employer
 incorporation or organization)         Number)           Identification Number)
 



1601 ELM STREET, SUITE 800, DALLAS, TEXAS                         75201
(Address of principal executive offices)                        (Zip Code)




                                 214-849-2149
             (Registrant's telephone number, including area code)
<PAGE>
 
Item 5.   Other Events.

     On October 22, 1998, Paymentech, Inc., a Delaware corporation
("Paymentech"), issued a press release announcing that the Board of Directors
appointed Richard W. Vague to the Paymentech Board of Directors as Chairman of
the Board.  In the same press release, Paymentech announced Kathryn J. Kessler
was promoted to Chief Financial Officer.  A copy of such press release is
attached as an exhibit hereto and is incorporated by reference herein.

Item 7.   Exhibits.

     Exhibit 99     Press Release, dated October 22, 1998, of Paymentech, Inc.

                                      -2-
<PAGE>
 
                                  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 thereunto duly authorized.

Date:  October 29, 1998


                                      PAYMENTECH, INC.
                                      (Registrant)



                                      By:   /s/ Philip E. Taken
                                            ------------------------------------
                                            Philip E. Taken
                                            Chief Administrative Officer,
                                            General Counsel and Secretary

                                      -3-
<PAGE>
 
                                   EXHIBITS

Exhibit 99     Press Release, dated October 22, 1998, of Paymentech, Inc.

                                      -4-

<PAGE>

                                                                      EXHIBIT 99

                                                                       Contacts:
                                                                       Investor:
                                                            Jean Krone Bono, CFA
                                                                  (214) 849-3750
                                                                          Media:
                                                                   Rodney D Bell
                                                                  (214) 849-3776


FOR IMMEDIATE RELEASE


                  PAYMENTECH APPOINTS NEW CHAIRMAN OF THE BOARD
                         AND NEW CHIEF FINANCIAL OFFICER


     DALLAS -- Oct. 22, 1998 - The board of directors of Paymentech, Inc.
(NYSE:PTI), the nation's third largest payment processor, today announced they
appointed Richard W. Vague to the Paymentech board of directors as chairman.
Vague is the chairman and chief executive officer of First USA Bank, a
subsidiary of Bank One Corporation (NYSE:ONE). Paymentech's board now consists
of eight members.

     Paymentech also announced Kathryn J. Kessler was promoted to chief
financial officer. Kessler has been employed by Paymentech since 1996 and has
been chief accounting officer since that time.

     Vague served on the board of Paymentech from the time the company went
public in 1996 until December of 1997. He resigned to pursue his expanded role
in leading the combined First USA and Bank One credit card portfolios.

                                    - more -


<PAGE>

PAYMENTECH APPOINTS NEW CHAIRMAN AND CHIEF FINANCIAL OFFICER 2-2-2-2-2


     "We are very excited to have Dick back on our board and assuming the role
of chairman," said Pamela H. Patsley, president and chief executive officer. "I
believe his strategic insight will be invaluable as Paymentech and First USA
Bank explore ways to expand payment processing beyond its current boundaries.

     "Kathy has essentially been functioning as chief financial officer over the
past year. She has implemented many changes to Paymentech's accounting and
financial planning that have enabled Paymentech to better manage its business,
including identifying areas for operating efficiency improvements," said
Patsley.

     "Both of these appointments, although not related, exemplify the progress
we have made at Paymentech. We have strong managers and are striving to not only
lead the industry in cost efficiency, product and technology, but to discover
new ways to deliver that product and technology," continued Patsley.

     Paymentech, Inc., founded in 1985, provides full-service electronic payment
solutions for merchants, third-party transaction processing, and total
commercial card payment programs. Paymentech (www.paymentech.com) is the third
largest processor of bankcard transactions in the United States and a leading
issuer of MasterCard and Visa commercial cards.



     This press release may include forward-looking statements that express
expectations of future events, including future earnings. All such statements
are based on a number of assumptions and estimates that are inherently subject
to significant uncertainties and contingencies, many of which are beyond the
control of the company, and reflect future business decisions that are subject
to change. A variety of factors could cause actual events or results to differ
materially from those projected in the company's forward-looking statements.
These factors include, but are not limited to, the factors discussed in detail
within the company's reports filed with the Securities and Exchange Commission,
including the most recent report on Form 10-K.


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