<PAGE>
As filed with the Securities and Exchange Commission on December 13, 2000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Amendment No. 4
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
----------------
Global Payments Inc.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
Georgia 58-2567903
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Four Corporate Square, Atlanta, Georgia 30329
(Address of principal executive offices)
(404) 728-2363
(Registrant's telephone number, including area code)
Copies of notices and other communications should be sent to:
Paul R. Garcia William H. Avery
Chief Executive Officer Mark F. McElreath
Global Payments Inc. Alston & Bird LLP
Four Corporate Square One Atlantic Center
Atlanta, Georgia 30329 1201 West Peachtree Street
Atlanta, Georgia 30309-3424
----------------
Securities to be registered pursuant to Section 12(b) of the Act:
<CAPTION>
Name of Each Exchange on Which
Title of Each Class to be so Registered: Each Class is to be Registered:
---------------------------------------- -------------------------------
<S> <C>
Common Stock, no par value New York Stock Exchange
Series A Junior Participating Preferred New York Stock Exchange
Share Purchase Rights
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE
Global Payments Inc.
I. INFORMATION REQUIRED IN REGISTRATION STATEMENT
The information required to be included in this registration statement in
response to all of the Items of a registration statement on Form 10 is
incorporated by reference from the Information Statement filed as Exhibit 99.1.
The following cross-reference sheet indicates the location in the Information
Statement of the disclosure that is responsive to each Item.
<TABLE>
<CAPTION>
Item
No. Item Caption Location in Information Statement
---- ------------ ---------------------------------
<C> <C> <S>
1. Business "Summary;" "Management's Discussion and
Analysis of Financial Condition and Results of
Operations;" "Global Payments' Business;"
"Summary of the Purchase of CIBC Merchant
Acquiring Business."
2. Financial Information "Summary--Summary Historical Combined
Financial Data;" "Summary--Summary Pro Forma
Combined Financial Data;" "Capitalization;"
"Selected Financial Data;" "Management's
Discussion and Analysis of Financial Condition
and Results of Operations;" "NDC eCommerce
Business Segment (to be reorganized as Global
Payments Inc.) Combined Financial Statements;"
"Global Payments' Business--Properties;"
"Security Ownership of Certain Beneficial
Owners;" "Management;" "NDC eCommerce Business
Segment (to be reorganized as Global Payments
Inc.) Pro Forma Combined Financial
Statements;" and "CIBC Merchant Acquiring
Business."
3. Properties "Global Payments' Business--Properties."
4. Security Ownership of "Security Ownership Of Certain Beneficial
Certain Beneficial Owners Owners" and "Security Ownership of
and Management Management."
5. Directors and Executive "Management."
Officers
6. Executive Compensation "Management."
7. Certain Relationships and "Summary" and "The Distribution--Relationship
Related Transactions Between National Data Corporation and Global
Payments Following The Distribution."
8. Legal Proceedings "Global Payments' Business--Legal
Proceedings."
9. Market Price of and "Summary;" "The Distribution--Listing and
Dividends on the Trading of the Global Payments Shares;"
Registrant's Common Equity "Dividend Policy" and "Description of Global
and Related Shareholder Payments' Capital Stock."
Matters
10. Recent Sales of "Description of Global Payments' Capital
Unregistered Securities Stock."
</TABLE>
<PAGE>
<TABLE>
<C> <C> <S>
11. Description of Registrant's "Description of Global Payments Capital
Securities to be Registered Stock" and "Anti-Takeover Effects of our
Articles of Incorporation, By-laws, Rights
Agreement and Georgia Law--Rights Agreement."
12. Indemnification of Directors "Liability and Indemnification of Directors
and Officers and Officers."
13. Financial Statements and "Summary;" "Selected Financial Data;" "NDC
Supplementary Data eCommerce Business Segment (to be reorganized
as Global Payments Inc.) Combined Financial
Statements;" "NDC eCommerce Business Segment
(to be reorganized as Global Payments Inc.)
Pro Forma Combined Financial Statements;" and
"CIBC Merchant Acquiring Business."
14. Changes in and None.
Disagreements with
Accountants on Accounting
and Financial Disclosure
</TABLE>
Item 15. Financial Statements and Exhibits.
(a) List of Financial Statements. The following financial statements are
included in the Information Statement:
<TABLE>
<S> <C>
NDC eCommerce Business Segment (To be reorganized as Global Payments
Inc.)
Historical:
Report of Independent Public Accountants
Combined Statements of Income for the Three Months ended August 31,
2000 and 1999 (unaudited) and for the Years ended May 31, 2000,
1999, and 1998
Combined Balance Sheets as of August 31, 2000 (unaudited) and May
31, 2000
and 1999
Combined Statements of Cash Flows for the Three Months ended August
31, 2000 and 1999 (unaudited) and for the Years ended May 31,
2000, 1999, and 1998
Combined Statements of Changes in Shareholder's Equity for the
Years ended May 31, 2000, 1999, and 1998 and the Three Months
ended August 31, 2000 (unaudited)
Notes to Combined Financial Statements
Report of Independent Public Accountants as to Schedule
Combined Schedule II--Valuation and Qualifying Accounts
Pro Forma (Unaudited)
Introduction to the Pro Forma Combined Financial Statements
Pro Forma Combined Balance Sheet as of August 31, 2000
Pro Forma Combined Statements of Income for the Year ended May 31,
2000
Pro Forma Combined Statements of Income for the Three Months ended
August 31, 2000
Notes to Pro Forma Combined Financial Statements
CIBC Merchant Acquiring Business
Report of Independent Public Accountants
Balance Sheets as of July 31, 2000 and October 31, 1999
Statements of Income for the Nine Months ended July 31, 2000 and the
Years ended October 31, 1999 and 1998
Statements of Cash Flows for the Nine Months ended July 31, 2000 and
the Years ended October 31, 1999 and 1998
Statements of Changes in Shareholder's Equity for the Nine Months
ended July 31, 2000 and the Years ended October 31, 1999 and 1998
Notes to Financial Statements
</TABLE>
2
<PAGE>
(b) Exhibits. The following documents are filed as exhibits hereto:
<TABLE>
<CAPTION>
Exhibit
No.
-------
<C> <S>
2.1 Form of Distribution Agreement, Plan of Reorganization and
Distribution.
*3.1 Form of Articles of Incorporation of Global Payments Inc.
*3.2 Amended and Restated By-laws of Global Payments Inc.
4.1 Articles of Incorporation of Global Payments Inc. (filed as
Exhibit 3.1).
4.2 Amended and Restated By-laws of Global Payments Inc. (filed as
Exhibit 3.2).
*4.3 Form of Shareholder Protection Rights Agreement.
*4.4 Form of certificate representing Global Payments Inc. common
stock.
10.1 Form of Distribution Agreement, Plan of Reorganization and
Distribution (filed as Exhibit 2.1).
*10.2 Form of Tax Sharing and Indemnification Agreement.
*10.3 Form of Employee Benefits Agreement.
*10.4 Form of Lease Agreement for Office Headquarters.
*10.5 Form of Two Sublease Agreements.
*10.6 Form of Intercompany Systems/Network Services Agreement.
*10.7 Form of Batch Processing Agreement.
*10.8 Form of Transition Support Agreement.
*10.9 Form of Amended and Restated 2000 Long-Term Incentive Plan.
*10.10 Form of 2000 Employee Stock Purchase Plan.
*10.11 Form of 2000 Non-Employee Directors Stock Option Plan.
*10.12 Form of Global Payments Inc. Supplemental Executive Retirement
Plan.
*10.13 Employment Agreement for Paul R. Garcia.
*10.14 Employment Agreement for Thomas M. Dunn.
*10.15 Employment Agreement for James G. Kelly.
*10.16 Employment Agreement for Barry W. Lawson.
*10.17 Operating Agreement of Global Payment Systems LLC, dated March
31, 1996.
*10.18 Registration Rights Agreement between Global Payment Systems
LLC and MasterCard International Incorporated, dated April 1,
1996.
*10.19 Asset Purchase Agreement with Canadian Imperial Bank of
Commerce dated November 9, 2000.
*10.20 Form of Investor Rights Agreement with Canadian Imperial Bank
of Commerce.
*10.21 Form of Marketing Alliance Agreement with Canadian Imperial
Bank of Commerce.
*10.22 Stock Purchase Agreement with Canadian Imperial Bank of
Commerce.
*21.1 List of Subsidiaries.
*27.1 Financial Data Schedule.
99.1 Information Statement.
</TABLE>
--------
*Previously filed.
3
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amendment four to be signed on its
behalf by the undersigned, thereunto duly authorized.
GLOBAL PAYMENTS INC.
By: /s/ Paul R. Garcia
------------------------------
Name: Paul R. Garcia
Title: Chief Executive Officer
Dated: December 13, 2000
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No.
-------
<C> <S>
2.1 Form of Distribution Agreement, Plan of Reorganization and
Distribution.
99.1 Information Statement.
</TABLE>
1
