As filed with the Securities and Exchange Commission on April 18, 1997.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TOTAL SYSTEM SERVICES, INC.
(Exact name of registrant as specified in its charter)
Georgia 54-1493818
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1200 Sixth Avenue
Columbus, Georgia 31901
(Address of Principal (Zip Code)
Executive Offices)
--------------------------------------------------------------
TOTAL SYSTEM SERVICES, INC. 1992 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
--------------------------------------------------------------
Kathleen Moates
Deputy General Counsel
901 Front Avenue
Suite 202
Columbus, Georgia 31901
(706) 649-4818
----------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Per Share Offering Price Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 1,600,000<F1> $26.88<F2> $43,008,000<F2> $13,033
<FN>
<F1> Maximum number of shares which may be issued by Total System Services,
Inc. under the 1992 Long-Term Incentive Plan.
<F2> Determined pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and
represents the average of the high and low prices of the Common Stock
of Total System Services, Inc. on the New York Stock Exchange on April
16, 1997.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed by Total System
Services, Inc. (the "Company") with the Securities and Exchange Commission are
incorporated herein by reference in this Registration Statement as of their
respective dates:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
b. All other reports filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year
covered by the Annual Report referred to in paragraph (a) above.
c. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Securities and Exchange
Commission on May 17, 1989.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been rendered by Kathleen
Moates, Deputy General Counsel of the Company.
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code
provides that a corporation may indemnify or obligate itself to indemnify an
individual made a party to a proceeding because he or she is or was a director
against liability incurred in the proceeding if such individual conducted
himself or herself in good faith and such individual reasonably believed, in the
case of conduct in an official capacity, that such conduct was in the best
interests of the corporation and, in all other cases, that such conduct was at
least not opposed to the best interests of the corporation and, in the case of
any criminal proceeding, such individual had no reasonable cause to believe such
conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia Business
Corporation Code provides that a corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation except for
reasonable expenses incurred if it is determined that the director has met the
relevant standard of conduct, or in connection with any proceeding with respect
to conduct under Section 14-2-851 of the Georgia Business Corporation Code for
which he was adjudged liable on the basis that personal benefit was improperly
received by him. Notwithstanding the foregoing, pursuant to Section 14-2-854 of
the Georgia Business Corporation Code a court may order a corporation to
indemnify a director or advance expenses if such court determines that the
director is entitled to indemnification under the Georgia Business Corporation
Code or that the director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not such director met the
standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of
the Georgia Business Corporation Code, failed to comply with Section 14-2-853 of
the Georgia Business Corporation Code or was adjudged liable as described in
paragraph (1) or (2) of subsection (d) of Section 14-2-851 of the Georgia
Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that to the
extent that a director has been successful, on the merits or otherwise, in the
defense of any proceeding to which he was a party, because he or she is or was a
director of the corporation, the corporation shall indemnify the director
against reasonable expenses incurred by the director in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides that a
corporation may indemnify and advance expenses to an officer of the corporation
who is a party to a proceeding because he or she is an officer of the
corporation to the same extent as a director and if he or she is not a director
to such further extent as may be provided in its articles of incorporation,
bylaws, action of its board of directors or contract except for liability
arising out of conduct specified in Section 14-2-857(a)(2) of the Georgia
Business Corporation Code. Section 14-2-857 of the Georgia Business Corporation
Code also provides that an officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 14-2-852 and is entitled to
apply for court ordered indemnification or advances for expenses under Section
14-2-854, in each case to the same extent as a director. In addition, Section
14-2-857 provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.
In accordance with Article VIII of the Company's Bylaws, every person who is or
was (and the heirs and personal representatives of such person) a director,
officer, employee or agent of the Company shall be indemnified and held harmless
by the Company from and against the obligation to pay a
3
<PAGE>
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefits plan), and reasonable expenses (including
attorneys' fees and disbursements) that may be imposed upon or incurred by him
or her in connection with or resulting from any threatened, pending, or
completed, action, suit, or proceeding, whether civil, criminal, administrative,
investigative, formal or informal, in which he or she is, or is threatened to be
made, a named defendant or respondent: (a) because he or she is or was a
director, officer, employee, or agent of the Company; (b) because he or she or
is or was serving at the request of the Company as a director, officer, partner,
trustee, employee, or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise; or (c) because he or she is or
was serving as an employee of the corporation who was employed to render
professional services as a lawyer or accountant to the corporation; regardless
of whether such person is acting in such a capacity at the time such obligation
shall have been imposed or incurred, if (i) such person acted in a manner he or
she believed in good faith to be in or not opposed to the best interest of such
corporation, and, with respect to any criminal proceeding, if such person had no
reasonable cause to believe his or her conduct was unlawful or (ii), with
respect to an employee benefit plan, such person believed in good faith that his
or her conduct was in the interests of the participants in and beneficiaries of
the plan.
Pursuant to Article VIII of the Bylaws of the Company, reasonable expenses
incurred in any proceeding shall be paid by the Company in advance of the final
disposition of such proceeding if authorized by the Board of Directors in the
specific case, or if authorized in accordance with procedures adopted by the
Board of Directors, upon receipt of a written undertaking executed personally by
or on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Company, and a written affirmation of his or her good faith
belief that he or she has met the standard of conduct required for
indemnification.
The foregoing rights of indemnification and advancement of expenses are not
intended to be exclusive of any other right to which those indemnified may be
entitled, and the Company has reserved the right to provide additional indemnity
and rights to its directors, officers, employees or agents to the extent they
are consistent with law.
The Company carries insurance for the purpose of providing indemnification to
its directors and officers. Such policy provides for indemnification of the
Company for losses and expenses it might incur to its directors and officers for
successful defense of claims alleging negligent acts, errors, omissions or
breach of duty while acting in their capacity as directors or officers and
indemnification of its directors and officers for losses and expense upon the
unsuccessful defense of such claims.
Item 7. Exemption from Registration Claimed.
Not applicable.
4
<PAGE>
Item 8. Exhibits.
Exhibit
Number
4.1 Articles of Incorporation of the Company.
4.2 Bylaws, as amended, of the Company, incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, as filed with the Securities
and Exchange Commission on March 20, 1997.
5 Legal opinion of Kathleen Moates, Deputy General Counsel of the
Company, as to the legality of the securities being offered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 The consent of Kathleen Moates, Deputy General Counsel of the
Company, is contained in her opinion filed as Exhibit 5.
24 Powers of Attorney contained on the signature pages of this
Registration Statement.
Item 9. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 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.
5
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 and will be governed by the final adjudication of such
issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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.
TOTAL SYSTEM SERVICES, INC.
(Registrant)
April 18, 1997 By:/s/Richard W. Ussery
--------------------
Richard W. Ussery,
Chairman and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James H. Blanchard, Richard W. Ussery and
Philip W. Tomlinson, and each of them, his true and lawful attorney(s)-in-fact
and agent(s), with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement and to file the same, with all
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney(s)-in-fact and agent(s) full power and authority to do and perform each
and every act and thing requisite and 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 said attorney(s)-in-fact and
agent(s) or their substitute(s), may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/James H. Blanchard Date: April 18, 1997
- ------------------------------------------------
James H. Blanchard,
Director and Chairman of the
Executive Committee
/s/Richard W. Ussery Date: April 18, 1997
- ------------------------------------------------
Richard W. Ussery,
Chairman of the Board
and Principal Executive Officer
<PAGE>
/s/Philip W. Tomlinson Date: April 18, 1997
- ------------------------------------------------
Philip W. Tomlinson,
President
and Director
/s/James B. Lipham Date: April 18, 1997
- ------------------------------------------------
James B. Lipham,
Executive Vice President, Treasurer, Principal
Accounting and Financial Officer
/s/William A. Pruett Date: April 18, 1997
- ------------------------------------------------
William A. Pruett,
Executive Vice President
/s/M. Troy Woods Date: April 18, 1997
- ------------------------------------------------
M. Troy Woods,
Executive Vice President
/s/Griffin B. Bell Date: April 18, 1997
- ------------------------------------------------
Griffin B. Bell,
Director
/s/Richard Y. Bradley Date: April 18, 1997
- -----------------------------------------------
Richard Y. Bradley,
Director
/s/Gardiner W. Garrard, Jr., Date: April 18, 1997
- -----------------------------------------------
Gardiner W. Garrard, Jr.,
Director
/s/John P. Illges, III Date: April 18, 1997
- ------------------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: April 18, 1997
- ------------------------------------------------
Mason H. Lampton,
Director
<PAGE>
/s/Samuel A. Nunn Date: April 18, 1997
- ------------------------------------------------
Samuel A. Nunn,
Director
/s/H. Lynn Page Date: April 18, 1997
- ------------------------------------------------
H. Lynn Page,
Director
/s/W. Walter Miller, Jr. Date: April 18, 1997
- ------------------------------------------------
W. Walter Miller, Jr.,
Director
/s/William B. Turner Date: April 18, 1997
- -----------------------------------------------
William B. Turner,
Director
/s/George C. Woodruff, Jr. Date: April 18, 1997
- -----------------------------------------------
George C. Woodruff, Jr.,
Director
/s/James D. Yancey Date: April 18, 1997
- ------------------------------------------------
James D. Yancey,
Director
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
4.1 Articles of Incorporation of the Company.
4.2 Bylaws, as amended, of the Company incorporated by
reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996, as filed with the Securities and
Exchange Commission on March 20,
1997.
5 Legal opinion of Kathleen Moates, Deputy General
Counsel of the Company, as to the legality of the
securities being offered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 The consent of Kathleen Moates, Deputy General
Counsel of the Company, is contained in her opinion
filed as Exhibit 5.
24 Powers of Attorney contained on the signature pages
of this Registration Statement.
<PAGE>
ARTICLES OF INCORPORATION
OF
TOTAL SYSTEM SERVICES, INC., AS AMENDED
ARTICLE I
The name of the corporation is Total System Services, Inc.
ARTICLE II
The corporation shall have perpetual duration.
ARTICLE III
The corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
ARTICLE IV
The corporation is a corporation for profit and is organized for the
following general purposes:
(a) To engage in providing data processing and data
transmission services, data bases and facilities (including data
processing and data transmission hardware, software,
documentation and operating personnel) for the internal
operations of CB&T Bancshares, Inc., and its subsidiaries, as a
subsidiary corporation of Columbus Bank and Trust Company as
defined under the provisions of the Financial Institutions Code
of Georgia;
(b) To engage in providing data processing and transmission
services, facilities and data bases, or access to such services,
facilities and data bases, to others by technologically feasible
means, where the data to be processed and transmitted is of a
financial, banking or economic nature (specifically including
bank card transactions), as a subsidiary corporation of Columbus
Bank and Trust Company as defined under the provisions of the
Financial Institutions Code of Georgia;
(c) To engage in providing purchasing services for CB&T
Bancshares, Inc. and its subsidiaries, including Columbus Bank
and Trust Company, as a subsidiary corporation of Columbus Bank
and Trust Company as defined under the provisions of the
Financial Institutions Code of Georgia;
(d) To purchase, own, maintain and repair personal and real
property as may be necessary and/or desirable to carry on its
activities relating to the foregoing in connection with its
existence as a subsidiary corporation of Columbus Bank and Trust
Company as defined under the provisions of the Financial
Institutions Code of Georgia; and
(e) To engage in any lawful business or activity relating to
the foregoing in connection with its existence as a subsidiary
corporation of Columbus Bank and Trust Company as defined under
the provisions of the Financial Institutions Code of Georgia.
Article V
The maximum number of shares of capital stock that the corporation
shall be authorized to have outstanding at any time shall be 300,000,000
shares. The sole class of capital stock of the corporation shall be common
stock of the par value of $.10 per share; and the amount of capital with
which the corporation shall begin business shall not be less than $500. The
Corporation may acquire its own shares and shares so acquired shall become
treasury shares.
ARTICLE VI
No shareholder of the corporation shall have any preemptive right to
purchase, subscribe for or otherwise acquire any shares of stock of any
class of the corporation, or any series of any class, or any options,
rights or warrants to purchase any shares of any class, or any series of
any class, or any other of the securities of the corporation convertible
into or carrying an option to purchase shares of any class, or any series
of any class, whether now or hereafter authorized, and the Board of
Directors of the corporation may authorize the issuance of shares of stock
of any class, and series of the same class, or options, rights or warrants
to purchase shares of any class, or any series of any class, or any
securities convertible into or carrying an option to purchase shares of any
class, or any series of any class, without offering such issue of shares,
options, rights, warrants or other securities, either in whole or in part,
to the shareholders of the corporation.
ARTICLE VII
The Board of Directors of the corporation may authorize the issuance
of bonds, debentures and other evidences of indebtedness of the corporation
and may fix all of the terms thereof, including, without limitation, the
convertibility thereof into shares of stock of the corporation of any
class, or any series of the same class.
ARTICLE VIII
The Board of Directors of the corporation shall be divided into three
classes, with each class to be as nearly equal in number as possible. At
the first annual meeting of the shareholders of the corporation, all
members of the Board of Directors shall be elected with the terms of office
of directors comprising the first class to expire at the first annual
meeting of the shareholders of the corporation after their election, the
terms of office of directors comprising the second class to expire at the
second annual meeting of the shareholders of the corporation after their
election and the terms of office of directors comprising the third class to
expire at the third annual meeting of the shareholders of the corporation
after their election, and as their terms of office expire, the directors of
each class will be elected to hold office until the third succeeding annual
meeting of the shareholders of the corporation after their election.
ARTICLE IX
The shareholder vote or action required to: (i) approve any merger or
consolidation of the corporation with or into any other corporation, and
the sale, lease, exchange or other disposition of all, or substantially
all, of the assets of the corporation to or with any other corporation,
person or entity, with respect to which the approval of the corporation's
shareholders is required by the provisions of the Georgia Business
Corporation Code; (ii) fix, from time to time, the number of members of the
Board of Directors of the corporation; (iii) remove a member of the Board
of Directors of the corporation; (iv) call a special meeting of the
shareholders of the corporation; and (v) alter, delete or rescind any
provisions of the corporation's Articles of Incorporation, shall be 80% of
the total issued and outstanding shares of the corporation's common stock
of the par value of $.10 per share.
ARTICLE X
The initial registered office of the corporation shall be 1000 Fifth
Avenue, Columbus, Georgia 31901, and the initial registered agent of the
corporation at said address shall be Kenneth E. Evans.
ARTICLE XI
The initial Board of Directors of the corporation shall consist of
fifteen members, whose names and addresses are as follows:
Name Address
Richard H. Bickerstaff 6345 Mountainview Drive
Columbus, Georgia 31904
James H. Blanchard 6200 Mountainview Drive
Columbus, Georgia 31904
Lovick P. Corn 2500 Fairway Avenue
Columbus, Georgia 31906
C.W. Curry 2814 Techwood Drive
Columbus, Georgia 31906
Gardiner W. Garrard, Jr. 6551 Green Island Drive
Columbus, Georgia 31904
John P. Illges, III 6301 Waterford Road
Columbus, Georgia 31904
G. Gunby Jordan 666 Barschall Drive
Columbus, Georgia 31904
William M. McVay 3359 Windemere Street
Columbus, Georgia 31904
H. Lynn Page 421 Westmoreland Road
Columbus, Georgia 31904
Edwin W. Rothschild 2422 Craigston Drive
Columbus, Georgia 31906
Philip W. Tomlinson 6044 Seaton Drive
Columbus, Georgia 31904
William B. Turner 3132 Hilton Avenue
Columbus, Georgia 31906
Richard W. Ussery 6160 Seaton Drive
Columbus, Georgia 31905
George C. Woodruff, Jr. 6201 Waterford Road
Columbus, Georgia 31904
James D. Yancey 612 Ascot Way
Columbus, Georgia 31904
ARTICLE XII
The name and address of the incorporator of the corporation is J.
Quentin Davidson, Jr., 828 Broadway, Columbus, Georgia 31901.
ARTICLE XIII
Any action required by law or permitted to be taken at any
shareholders' meeting may be taken without a meeting if, and only if,
written consent, setting forth the action so taken, shall be signed by all
of the shareholders of record of common stock of the corporation entitled
to vote with respect to the subject matter thereof. Such consent shall have
the same force and effect as a unanimous vote of the shareholders and shall
be filed with the Secretary and recorded in the Minute Book of the
corporation.
ARTICLE XIV
(a) The Board of Directors of the corporation may, if it
deems it advisable, oppose a tender or other offer for the
corporation's securities, whether the offer is in cash or in the
securities of a corporation or otherwise. When considering
whether to oppose an offer, the Board of Directors may, but is
not legally obligated to, consider any pertinent issues; by way
of illustration, but not of limitation, the Board of Directors
may, but shall not be legally obligated to, consider all or any
of the following:
(i) whether the offer price is acceptable based
on the historical and present operating results or
financial condition of the corporation;
(ii) whether a more favorable price could be
obtained for the corporation's securities in the
future;
(iii) the impact which an acquisition of the
corporation would have on the employees and customers
of the corporation and its subsidiaries and the
communities which they serve;
(iv) the reputation and business practices of the
offeror and its management and affiliates as they would
affect the employees and customers of the corporation
and its subsidiaries and the future value of the
corporation's stock;
(v) the value of the securities, if any, that the
offeror is offering in exchange for the corporation's
securities, based on an analysis of the worth of the
corporation as compared to the offeror or any other
entity whose securities are being offered; and
(vi) any antitrust or other legal or regulatory
issues that are raised by the offer.
(b) If the Board of Directors determines that an offer
should be rejected, it may take any lawful action to accomplish
its purpose including, but not limited to, any or all of the
following: (i) advising shareholders not to accept the offer;
(ii) litigation against the offeror; (iii) filing complaints with
governmental and regulatory authorities; (iv) acquiring the
corporation's securities; (v) selling or otherwise issuing
authorized but unissued securities of the corporation or treasury
stock or granting options or rights with respect thereto; (vi)
acquiring a company to create an antitrust or other regulatory
problem for the offeror; and (vii) soliciting a more favorable
offer from another individual or entity.
ARTICLE XV
No director shall be personally liable to the corporation or its
shareholders for monetary damages for any breach of duty of care or other
duty. Notwithstanding the foregoing, a director shall be liable to the
extent provided by applicable law: (i) for the appropriation in violation
of his duties of any business opportunity of the corporation; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for any action for which the director could
be found liable pursuant to Section 14-2-154 of the Official Code of
Georgia Annotated, or any amendment thereto or successor provision thereto;
or (iv) for any transaction from which the director derived an improper
personal benefit. This provision shall not eliminate or limit the liability
of a director for any act or omission occurring prior to July 1, 1987. No
amendment to or repeal of this provision shall apply to or have any effect
on the liability or alleged liability of any director of the corporation
for or with respect to any acts or omissions of such director occurring
prior to such amendment.
April 18, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549
Ladies and Gentlemen:
As Deputy General Counsel of Total System Services, Inc. (the
"Registrant"), I am familiar with the preparation and filing of the Registrant's
Registration Statement on Form S-8, pursuant to which the Registrant proposes to
register 1,600,000 shares of its $.10 par value common stock ("Registrant's
Common Stock") issued pursuant to the Total System Services, Inc. 1992 Long-Term
Incentive Plan ("Plan").
I have examined, and am familiar with, the originals or copies,
certified or otherwise, of the documents, corporate records and other
instruments of the Registrant relating to the Registrant's Common Stock issued
pursuant to the Plan which I deem relevant and which form the basis of the
opinion hereinafter set forth.
I am of the opinion that under the laws of the State of Georgia, the
jurisdiction in which the Registrant is incorporated and the jurisdiction in
which the Registrant has its principal office, the shares of Registrant's Common
Stock offered under the Plan will, when issued in accordance with the terms of
such Plan, be duly authorized, validly issued and outstanding, and will be fully
paid and non-assessable shares of the Registrant's Common Stock, and no personal
liability will attach to the holders of any of the shares of the Registrant's
Common Stock.
The undersigned counsel to the Registrant hereby consents to the use of
my opinion as Exhibit 5 to the aforesaid Registration Statement.
Sincerely,
/s/Kathleen Moates
Kathleen Moates
KM/bmk
Independent Auditors' Consent
The Board of Directors
Total System Services, Inc.
We consent to the use of our reports incorporated herein by reference.
/s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Atlanta, Georgia
April 18, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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.
TOTAL SYSTEM SERVICES, INC.
(Registrant)
April 18, 1997 By:/s/Richard W. Ussery
--------------------
Richard W. Ussery,
Chairman and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James H. Blanchard, Richard W. Ussery and
Philip W. Tomlinson, and each of them, his true and lawful attorney(s)-in-fact
and agent(s), with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement and to file the same, with all
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney(s)-in-fact and agent(s) full power and authority to do and perform each
and every act and thing requisite and 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 said attorney(s)-in-fact and
agent(s) or their substitute(s), may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/James H. Blanchard Date: April 18, 1997
- ------------------------------------------------
James H. Blanchard,
Director and Chairman of the
Executive Committee
/s/Richard W. Ussery Date: April 18, 1997
- ------------------------------------------------
Richard W. Ussery,
Chairman of the Board
and Principal Executive Officer
<PAGE>
/s/Philip W. Tomlinson Date: April 18, 1997
- ------------------------------------------------
Philip W. Tomlinson,
President
and Director
/s/James B. Lipham Date: April 18, 1997
- ------------------------------------------------
James B. Lipham,
Executive Vice President, Treasurer, Principal
Accounting and Financial Officer
/s/William A. Pruett Date: April 18, 1997
- ------------------------------------------------
William A. Pruett,
Executive Vice President
/s/M. Troy Woods Date: April 18, 1997
- ------------------------------------------------
M. Troy Woods,
Executive Vice President
/s/Griffin B. Bell Date: April 18, 1997
- ------------------------------------------------
Griffin B. Bell,
Director
/s/Richard Y. Bradley Date: April 18, 1997
- -----------------------------------------------
Richard Y. Bradley,
Director
/s/Gardiner W. Garrard, Jr., Date: April 18, 1997
- -----------------------------------------------
Gardiner W. Garrard, Jr.,
Director
/s/John P. Illges, III Date: April 18, 1997
- ------------------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: April 18, 1997
- ------------------------------------------------
Mason H. Lampton,
Director
<PAGE>
/s/Samuel A. Nunn Date: April 18, 1997
- ------------------------------------------------
Samuel A. Nunn,
Director
/s/H. Lynn Page Date: April 18, 1997
- ------------------------------------------------
H. Lynn Page,
Director
/s/W. Walter Miller, Jr. Date: April 18, 1997
- ------------------------------------------------
W. Walter Miller, Jr.,
Director
/s/William B. Turner Date: April 18, 1997
- -----------------------------------------------
William B. Turner,
Director
/s/George C. Woodruff, Jr. Date: April 18, 1997
- -----------------------------------------------
George C. Woodruff, Jr.,
Director
/s/James D. Yancey Date: April 18, 1997
- ------------------------------------------------
James D. Yancey,
Director
filings/tss\confo.sig
<PAGE>
