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As filed with the Securities and Exchange Commission on January 16, 2001
Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________
GLOBAL PAYMENTS INC.
(Exact name of registrant as specified in its charter)
Georgia 58-2567903
(State of incorporation) (IRS Employer Identification No.)
Four Corporate Square
Atlanta, Georgia 30329-3010
(Address of principal executive offices) (Zip Code)
GLOBAL PAYMENTS INC.
AMENDED AND RESTATED 2000 LONG-TERM INCENTIVE PLAN
GLOBAL PAYMENTS INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
GLOBAL PAYMENTS INC.
AMENDED AND RESTATED 2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Plan names)
Suellyn P. Tornay
General Counsel and Secretary
Global Payments Inc.
Four Corporate Square
Atlanta, Georgia 30329-3010
(404) 728-2363
(Name, address, including zip code, telephone number, including area code, of
agent for service)
_____________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of Proposed maximum aggregate Amount of
securities to Amount to be offering price per offering registration
be registered registered (1) share (2) price fee
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<S> <C> <C> <C> <C>
Common Stock, no par value 7,600,000 $15.50 $117,800,000.00 $29,450.00
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</TABLE>
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______________________________
(1) Includes 6,000,000 shares to be issued upon the grant or exercise of awards
under the Global Payments Inc. Amended and Restated 2000 Long-Term
Incentive Plan, 1,200,000 shares to be purchased under the Global Payments
Inc. 2000 Employee Stock Purchase Plan, and 400,000 shares to be issued
upon the exercise of options granted under the Global Payments Inc. Amended
and Restated 2000 Non-Employee Director Stock Option Plan (collectively,
the "Plans"). This Registration Statement also covers any additional shares
that may hereafter become exercisable as a result of the adjustment and
anti-dilution provisions of the Plans.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended
(the "Securities Act"), based on the average of the high and low prices in
the "when issued" market for the Registrant's Common Stock on the New York
Stock Exchange on January 12, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
We will provide the documents constituting Part I of this registration
statement to participants in the Plans as specified by Rule 428(b)(1) under the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant are hereby incorporated by reference into
this Registration Statement:
(1) the Registrant's Registration Statement on Form 10, as amended
(Registration No. 001-161111), which contains a description of the
Registrant's Common Stock, no par value, per share; provided, however, that
the financial statements of CIBC Merchant Acquiring Business included on
pages F-27 through F-36 of such Registration Statement are not incorporated
herein; and
(2) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended November 30, 2000.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that is
incorporated by reference herein modifies or supersedes such earlier statement.
Any such 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.
Item 5. Interests of Named Experts and Counsel. Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation eliminate the personal liability
of its directors to the Registrant or its shareholders for monetary damages for
breach of fiduciary duty as a director to the extent permitted under the Georgia
Business Corporation Code (the "Georgia Code"). The Registrant's directors
remain liable for (i) any appropriation, in violation of the director's duties,
of any business opportunity, (ii) acts or omissions that involve intentional
misconduct or a knowing violation of law, (iii) unlawful corporate distributions
as set forth in Section 14-2-832 of the Georgia Code, or (iv) any transactions
from which the director derived an improper personal benefit. If the Georgia
Code is amended to authorize corporate action further eliminating or limiting
the personal liability of directors, the liability of the Registrant's
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directors shall be eliminated or limited to the fullest extent permitted by the
Georgia Code, as amended, without further action by the shareholders. These
provisions in the Articles of Incorporation will limit the remedies available to
a shareholders in the event of breaches of any director's duties.
The Registrant's by-laws require it to indemnify and hold harmless any
director or officer who was or is a party or is threatened to be made a party,
to any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative (including any action or suit
by or in the right of the Registrant) because the person is or was a director or
officer of the Registrant against liability incurred in such proceeding. The
Registrant is not, however, required to indemnify officers and directors for
liability incurred in a proceeding in which the director or officer is adjudged
liable to the Registrant or is subjected to injunctive relief in its favor for
(i) any appropriation, in violation of the director's or officer's duties, of
any business opportunity, (ii) any acts or omissions which involve intentional
misconduct or a knowing violation of law, (iii) any types of liability with
respect to distributions as set forth in Section 14-2-832 of the Georgia Code,
or (iv) any transaction from which such officer or director received an improper
personal benefit. In addition, the Registrant's by-laws provide that it (i)
must advance funds to pay or reimburse the reasonable expenses incurred by a
director or officer who is a party to a proceeding because that person is a
director or officer if other conditions are satisfied, and (ii) may indemnify
and advance expenses to any employee or agent who is not a director or officer
to the same extent and subject to the same condition that the Registrant could,
without shareholder approval under the Georgia Code, indemnify and advance
expenses to a director.
There is no pending litigation or proceeding involving any of the
Registrant's directors, officers, employees or any other agent of as to which
indemnification is sought by any director, officer, employee or other agent.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits.
4.1 Articles of Incorporation of the Registrant (filed as Exhibit 3.1 to
the Registrant's Registration Statement on Form 10, Registration No.
001-161111, and incorporated herein by reference)
4.2 Amended and Restated By-laws of the Registrant (filed as Exhibit 3.2
to the Registrant's Registration Statement on Form 10, Registration
No. 001-161111, and incorporated herein by reference)
4.3 Form of Shareholder Protection Rights Agreement between the Registrant
and the Rights Agent (filed as Exhibit 4.3 to the Registrant's
Registration Statement on Form 10, Registration No. 001-161111, and
incorporated herein by reference)
5 Opinion of Alston & Bird LLP regarding the legality of the securities
being registered.
4.4 Form of certificate representing the Registrant's common stock (filed
as Exhibit 4.4 to the Registrant's Registration Statement on Form 10,
Registration No. 001-161111, and incorporated herein by reference)
23.1 Consent of Alston & Bird LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included as part of signature page).
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99.1 Global Payments Inc. Amended and Restated 2000 Long-Term Incentive
Plan (filed as Exhibit 10.9 to the Registrant's Registration Statement
on Form 10, Registration No. 001-161111, and incorporated herein by
reference)
99.2 Global Payments Inc. 2000 Employee Stock Purchase Plan
99.3 Global Payments Inc. Amended and Restated 2000 Non-Employee Director
Stock Option Plan
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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 in such information in the registration statement.
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) above do
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not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act 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 issuer hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report
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pursuant to Section 15(d) of the Exchange Act 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.
(h) 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 Item 6 of this Part II, 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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
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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 Atlanta, State of Georgia, on the 10th day of
January, 2001.
GLOBAL PAYMENTS INC.
By: /s/ Robert A. Yellowlees
------------------------------
Robert A. Yellowlees
Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ James G. Kelly
------------------------------
James G. Kelly
Chief Financial Officer
(Principal Financial and Accounting
Officer)
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Suellyn P. Tornay and Martin Picciano, and each
or any one of them, as true and lawful attorneys-in-fact and agents, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert A. Yellowlees Chairman of the Board, President January 10, 2001
--------------------------- and Chief Executive Officer
Robert A. Yellowlees
/s/ Neil Williams Director January 10, 2001
---------------------------
Neil Williams
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________
EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
_________________________________________________
GLOBAL PAYMENTS INC.
Four Corporate Square
Atlanta, Georgia 30329-3010
(404) 728-2363
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EXHIBIT INDEX
Exhibit Number Description
4.1 Articles of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Registration Statement on
Form 10, Registration No. 001-161111, and incorporated
herein by reference)
4.2 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.2 to the Registrant's Registration Statement on
Form 10, Registration No. 001-161111, and incorporated
herein by reference)
4.3 Form of Shareholder Protection Rights Agreement between the
Registrant and the Rights Agent (filed as Exhibit 4.3 to the
Registrant's Registration Statement on Form 10, Registration
No. 001-161111, and incorporated herein by reference)
4.4 Form of certificate representing the Registrant's common
stock (filed as Exhibit 4.4 to the Registrant's Registration
Statement on Form 10, Registration No. 001-161111, and
incorporated herein by reference)
5 Opinion of Alston & Bird LLP regarding the legality of the
securities being registered.
23.1 Consent of Alston & Bird LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included as part of signature page).
99.1 Global Payments Inc. Amended and Restated 2000 Long-Term
Incentive Plan (filed as Exhibit 10.9 to the Registrant's
Registration Statement on Form 10, Registration No. 001-
161111, and incorporated herein by reference)
99.2 Global Payments Inc. 2000 Employee Stock Purchase Plan
99.3 Global Payments Inc. Amended and Restated 2000 Non-Employee
Director Stock Option Plan
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