As filed with the Securities and Exchange Commission on December 9, 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
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 533,500 $27.84(1) $14,852,640(1) $4,382
<FN>
(1) 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
December 4, 1997.
</FN>
</TABLE>
1
<PAGE>
TOTAL SYSTEM SERVICES, INC. 1992 LONG-TERM INCENTIVE PLAN
-------------------------------------
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT.
The contents of Registration Statement No. 333-25401 are incorporated herein by
reference.
-------------------------------------
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 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
2
<PAGE>
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 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,
3
<PAGE>
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 8. Exhibits.
Exhibit
Number
4.1 Articles of Incorporation of the Company, as amended, incorporated
by reference to Exhibit 4.1 to the Company's Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on
April 18, 1997 (File No. 333-25401).
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.
4
<PAGE>
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.
(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
5
<PAGE>
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)
December 8, 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: December 8, 1997
- ------------------------------------------------
James H. Blanchard,
Director and Chairman of the
Executive Committee
/s/Richard W. Ussery Date: December 8, 1997
- ------------------------------------------------
Richard W. Ussery,
Chairman of the Board
and Principal Executive Officer
<PAGE>
/s/Philip W. Tomlinson Date: December 8, 1997
- --------------------------------------------------
Philip W. Tomlinson,
President
and Director
/s/James B. Lipham Date: December 8, 1997
- -------------------------------------------------
James B. Lipham,
Executive Vice President, Treasurer, Principal
Accounting and Financial Officer
/s/William A. Pruett Date: December 8, 1997
- -------------------------------------------------
William A. Pruett,
Executive Vice President
/s/M. Troy Woods Date: December 8, 1997
- --------------------------------------------------
M. Troy Woods,
Executive Vice President
/s/Griffin B. Bell Date: December 8, 1997
- --------------------------------------------------
Griffin B. Bell,
Director
/s/Richard Y. Bradley Date: December 8, 1997
- --------------------------------------------------
Richard Y. Bradley,
Director
/s/Gardiner W. Garrard, Jr., Date: December 8, 1997
- --------------------------------------------------
Gardiner W. Garrard, Jr.,
Director
/s/John P. Illges, III Date: December 8, 1997
- ---------------------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: December 8, 1997
- --------------------------------------------------
Mason H. Lampton,
Director
<PAGE>
/s/Samuel A. Nunn Date: December 8, 1997
- --------------------------------------------------
Samuel A. Nunn,
Director
/s/H. Lynn Page Date: December 8, 1997
- -------------------------------------------------
H. Lynn Page,
Director
/s/W. Walter Miller, Jr. Date: December 8, 1997
- ------------------------------------------------
W. Walter Miller, Jr.,
Director
/s/William B. Turner Date: December 8, 1997
- ------------------------------------------------
William B. Turner,
Director
/s/George C. Woodruff, Jr. Date: December 8, 1997
- ------------------------------------------------
George C. Woodruff, Jr.,
Director
/s/James D. Yancey Date: December 8, 1997
- ------------------------------------------------
James D. Yancey,
Director
filings\s-8.dec
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Articles of Incorporation of the Company, as amended,
incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on April
18, 1997 (File No. 333-25401).
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.
filings\tss\exindxs8.dec
<PAGE>
December 9, 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 533,500 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
Exhibit 5
<PAGE>
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
December 8, 1997
Exhibit 23.1
<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)
December 8, 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: December 8, 1997
- ------------------------------------------------
James H. Blanchard,
Director and Chairman of the
Executive Committee
/s/Richard W. Ussery Date: December 8, 1997
- ------------------------------------------------
Richard W. Ussery,
Chairman of the Board
and Principal Executive Officer
<PAGE>
/s/Philip W. Tomlinson Date: December 8, 1997
- --------------------------------------------------
Philip W. Tomlinson,
President
and Director
/s/James B. Lipham Date: December 8, 1997
- -------------------------------------------------
James B. Lipham,
Executive Vice President, Treasurer, Principal
Accounting and Financial Officer
/s/William A. Pruett Date: December 8, 1997
- -------------------------------------------------
William A. Pruett,
Executive Vice President
/s/M. Troy Woods Date: December 8, 1997
- --------------------------------------------------
M. Troy Woods,
Executive Vice President
/s/Griffin B. Bell Date: December 8, 1997
- --------------------------------------------------
Griffin B. Bell,
Director
/s/Richard Y. Bradley Date: December 8, 1997
- --------------------------------------------------
Richard Y. Bradley,
Director
/s/Gardiner W. Garrard, Jr., Date: December 8, 1997
- --------------------------------------------------
Gardiner W. Garrard, Jr.,
Director
/s/John P. Illges, III Date: December 8, 1997
- ---------------------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: December 8, 1997
- --------------------------------------------------
Mason H. Lampton,
Director
<PAGE>
/s/Samuel A. Nunn Date: December 8, 1997
- --------------------------------------------------
Samuel A. Nunn,
Director
/s/H. Lynn Page Date: December 8, 1997
- -------------------------------------------------
H. Lynn Page,
Director
/s/W. Walter Miller, Jr. Date: December 8, 1997
- ------------------------------------------------
W. Walter Miller, Jr.,
Director
/s/William B. Turner Date: December 8, 1997
- ------------------------------------------------
William B. Turner,
Director
/s/George C. Woodruff, Jr. Date: December 8, 1997
- ------------------------------------------------
George C. Woodruff, Jr.,
Director
/s/James D. Yancey Date: December 8, 1997
- ------------------------------------------------
James D. Yancey,
Director
