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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 23, 1996 (December
16, 1996)
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PMT SERVICES, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 0-24420 62-1215125
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
TWO MARYLAND FARMS
SUITE 200
BRENTWOOD, TENNESSEE 37027
(Address of principal executive offices) (Zip Code)
(615) 254-1539
(Registrant's telephone number, including area code)
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PAGE 1 OF 11 PAGES
EXHIBIT INDEX LOCATED ON PAGE 4
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ITEM 5. OTHER EVENTS
On December 16, 1996, the shareholders of PMT Services, Inc., a
Tennessee Corporation (the "Company"), elected two Class III directors, adopted
an amendment to the Company's Amended and Restated Charter increasing the amount
of authorized shares of Common Stock, $.01 par value per share, of the Company
from 40,000,000 shares to 100,000,000 shares and adopted an amendment to the
Company's Incentive Stock Plan increasing the number of shares that may be
issued from 2,295,000 to 3,795,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits:
See Exhibits Index attached hereto.
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SIGNATURES
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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 HEREUNTO DULY AUTHORIZED.
PMT SERVICES, INC.
BY: /S/ RICHARDSON M. ROBERTS
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RICHARDSON M. ROBERTS
CHIEF EXECUTIVE OFFICER
DATE: DECEMBER 23, 1996
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EXHIBITS INDEX
SEQUENTIAL
EXHIBIT NO. PAGE NUMBER
- ----------- -----------
5.1 AMENDED AND RESTATED CHARTER OF
PMT SERVICES, INC. ................... 5
5.2 AMENDMENT TO THE AMENDED AND RESTATED
CHARTER OF PMT SERVICES, INC. ........ 10
5.3 AMENDMENT NO. 1 TO THE PMT SERVICES,
INC. 1994 INCENTIVE STOCK PLAN ....... 11
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ARTICLES OF AMENDMENT
AND CERTIFICATE OF RESTATEMENT
OF THE CHARTER OF
PMT SERVICES, INC.
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To the Secretary of State of the State of Tennessee:
Pursuant to the provisions of Section 48-20-107 of the Tennessee
Business Corporation Act, as amended, the undersigned corporation adopts the
following amended and restated charter;
1. The name of the corporation is PMT Services, Inc. The corporation
is for profit.
2. The text of the charter of the corporation is restated as stated on
Exhibit A hereto, which is attached hereto and incorporated herein by reference.
3. The corporation certifies that the restatement contains an
amendment to the charter of the corporation requiring shareholder approval.
4. The corporation further certifies that the restatement was duly
adopted by the Board of Directors and that it was approved by the shareholders
of the corporation on June 10, 1994.
5. This amended and restated charter is to be effective upon filing by
the Secretary of State.
Dated: June 10, 1994
PMT SERVICES, INC.
By: /s/ RICHARDSON M. ROBERTS
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Richardson M. Roberts
President
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AMENDED AND RESTATED CHARTER
OF
PMT SERVICES, INC.
Pursuant to the provisions of Section 48-20-101 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
amended and restated charter:
1. The name of the corporation is PMT SERVICES, INC. (the
"Corporation").
2. The Corporation will exist perpetually unless dissolved in the
manner prescribed by law.
3. The address of the principal place of business of the Corporation
in the State of Tennessee is 410 Elm Street, Nashville, Davidson County,
Tennessee 37203. The registered address is 410 Elm Street, Nashville, Davidson
County, Tennessee 37203. The registered agent located at the registered address
is Edward J. Burke.
4. The Corporation is for profit.
5. The purposes of the Corporation are as follows:
(a) To engage generally in the marketing of electronic credit card
authorization and payment systems and retail financial products;
(b) To engage in any lawful act or activities related to or
incidental to the foregoing; and
(c) To engage in any lawful act or activities for which
corporations may be organized under Tennessee law.
6. The maximum number of shares of capital stock which the Corporation
shall have the authority to issue is fifty million (50,000,000) shares divided
into the following classes:
(a) Forty million (40,000,000) shares shall be common
shares with a par value of $.01 per share (the "Common Stock").
All shares of Common Stock shall be one and the same class and
when issued, shall have equal rights of participation in
dividends and assets of the Corporation and shall be non-
assessable. Each outstanding share of Common Stock shall be
entitled to one vote on each matter submitted to a vote at a
meeting of shareholders; and
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(b) Ten million (10,000,000) shares shall be preferred
shares with a par value of $.01 per share (the "Preferred
Stock"). The Board of Directors is hereby authorized to issue
the Preferred Stock from time to time in one or more series,
which Preferred Stock shall be preferred to the Common Stock as
to dividends and/or distribution of assets of the Corporation
on dissolution, as hereinafter provided, and shall have such
distinctive designations as may be stated in the resolution or
resolutions providing for the issuance of such stock adopted by
the Board of Directors. In such resolution or resolutions
providing for the issuance of shares of each particular series,
the Board of Directors is hereby expressly authorized and
empowered to fix the number of shares constituting such series
and to fix the relative rights and preferences of the shares of
the series so established to the fullest extent allowable by
law except insofar as such rights and preferences are fixed
herein. Such authorization by the Board of Directors shall
expressly include the authority to fix and determine the
relative rights and preferences of such shares in the following
respects:
(i) the rate of dividend;
(ii) whether shares can be redeemed or called and, if so,
the redemption or call price and terms and conditions of
redemption or call;
(iii) the amount payable upon shares in the event of
voluntary or involuntary liquidation;
(iv) purchase, retirement or sinking fund provisions, if
any, for the call, redemption or purchase of shares;
(v) the terms and conditions, if any, on which shares
may be converted into Common Stock or any other securities;
(vi) whether or not shares have voting rights, and the
extent of such voting rights, if any; and
(vii) whether shares shall be entitled to dividends and
whether any dividends shall be cumulative, noncumulative or
partially cumulative dividends and the dates from which any
cumulative dividends are to accumulate.
All shares of Preferred Stock shall be of equal rank and
shall be identical, except in respect to the particulars that
may be fixed by the Board of Directors as hereinabove provided
in this paragraph and which may vary among the series.
Different series of the Preferred Stock shall not be construed
to constitute different classes of stock for the purpose of
voting by classes, except when such voting by classes is
expressly required by law.
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7. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its Stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, and (iii) under Section 48-18-304 of the Tennessee Business
Corporation Act. If the Tennessee Business Corporation Act is amended to
authorize corporate action eliminating or further limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Tennessee
Business Corporation Act, as so amended. Any repeal or modification of the
foregoing by the shareholders shall not adversely affect any right or protection
of a director of the Corporation existing at the time of such repeal or
modification. Until the foregoing provisions become effective, the liability of
the directors shall be limited to the full extent permitted by law.
8. The Corporation shall indemnify, and upon request shall advance
expenses to, in the manner and to the full extent permitted by law, any person
(or the estate of any person) who was or is a party to, or is threatened to be
made a party to, any threatened, pending or completed action, suit or
proceeding, whether or not by or in the right of the Corporation, and whether
civil, criminal, administrative, investigative or otherwise, by reason of the
fact that such person is or was a director, officer, or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (an "indemnitee"). The
indemnification provided herein shall not be deemed to limit the right of the
Corporation to indemnify any other person for any such expenses to the full
extent permitted by law, nor shall it be deemed exclusive of any other rights to
which any person seeking indemnification from the Corporation may have or
hereafter acquire under this Amended and Restated Charter or the Bylaws of the
Corporation or under any agreement or vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office; provided, however, that
the Corporation shall not indemnify any such indemnitee in connection with a
proceeding (or part thereof) if a judgment or other final adjudication adverse
to the indemnitee establishes his liability (i) for any breach of the duty of
loyalty to the Corporation or its shareholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law or (iii) under Section 48-18-304 of the Tennessee Business Corporation Act.
9. The Board of Directors of the Corporation shall consist of not less
than three (3) nor more than nine (9) members, the exact number to be fixed and
determined from time to time by resolution of a majority of the Board of
Directors or by the vote of at least 75% of the voting power of the shares
entitled to vote at a special meeting called for the purpose. Directors need
not be residents of the State of Tennessee or shareholders of the Corporation.
The Board of Directors shall be divided into three (3) classes of as nearly
equal size as possible. At the 1994 annual meeting of shareholders, the
directors of Class I shall be elected to one-year terms, the directors of Class
II shall be elected to two-year terms and the directors of Class III shall be
elected to three-year terms. At each annual
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meeting of shareholders beginning in 1995, the directors of the class whose term
expires at the time of such annual meeting shall be elected to hold office
until the third succeeding annual meeting after their election or until their
successors shall be elected and qualified. Directors may be removed from office
only for cause by either (i) an affirmative vote of holders of 75% or more of
the voting power of the shares entitled to vote at a special meeting called for
the purpose, or (ii) a majority of the entire Board of Directors at a special
meeting called for the purpose. Any vacancy in the Board of Directors arising
from the early retirement or removal of a director, or otherwise, may be filled
by vote of the remaining directors or the shareholders, and the term of any such
director shall be for the balance of the term of the former director.
Notwithstanding any other provision of this Amended and Restated
Charter, the affirmative vote of holders of at least 75% of the voting power of
the shares entitled to vote at any election of directors shall be required to
amend, alter, change or repeal, or to adopt any part of the Amended and Restated
Charter inconsistent with the purpose and intent of, this Article 9.
10. Control share acquisitions respecting the shares of the Corporation
shall be governed by and subject to the provisions of the Tennessee Control
Share Acquisition Act, as amended, including Sections 48-25-308 (redemption of
control shares) and 48-35-309 (appraisal of shares of dissenting shareholders)
thereof.
Dated: June 10, 1994
PMT SERVICES, INC.
By: /s/ RICHARDSON M. ROBERTS
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President
ATTEST:
/s/ GREGORY S. DAILY
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Secretary
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ARTICLES OF AMENDMENT
TO THE AMENDED AND RESTATED CHARTER
OF
PMT SERVICES, INC.
To the Secretary of State of the State of Tennessee:
Pursuant to the provisions of Section 48-20-106 of the Tennessee Code
Annotated, the undersigned corporation submits this Amendment to its Amended and
Restated Charter for the purpose of increasing the number of authorized shares
of common stock:
ARTICLE ONE
The name of the corporation is PMT Services, Inc.
ARTICLE TWO
The following resolution amending the Restated Charter of PMT Services,
Inc. (the "Company"), was duly adopted by the Board of Directors of the Company
at a meeting duly held on September 25, 1996:
RESOLVED, that, subject to the approval of the shareholders of the
Company, the Company hereby proposes and declares it advisable to increase the
number of shares of Common Stock which the Company shall have the authority to
issue by deleting from Section 6 the words and figures "fifty million
(50,000,000)" and "Forty million (40,000,000)", respectively, and substituting
therein the words and figures "one hundred ten million (110,000,000)", and "One
hundred million (100,000,000)", respectively.
ARTICLE THREE
The above amendment to the Amended and Restated Charter of the Company
was duly adopted and approved by the shareholders of the Company on December 16,
1996.
PMT SERVICES, INC.
By: /s/ VICKIE G. JOHNSON
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Title: Chief Accounting Officer
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Dated: December 16, 1996
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PMT SERVICES, INC.
1994 INCENTIVE
STOCK PLAN
AMENDMENT NO. 1
WHEREAS, the Board of Directors of PMT Services, Inc. (the "Company")
adopted the 1994 Incentive Stock Plan (the "Plan"), effective May 13, 1994; and
WHEREAS, the Company reserved the right to amend the Plan in Section 10
thereof; and
WHEREAS, the Company desires to amend the Plan to increase the options
granted pursuant to the Plan;
NOW THEREFORE, Section 2 of the Plan is hereby amended, subject to
shareholder approval, by deleting therefrom the figure "765,000" (such figure
representing the number of shares reserved under the Plan prior to both of the
Company's stock splits effective in January 1996 and June 1996, respectively)
and substituting therein the figure "3,795,000."
Other than as set forth above, the Plan is hereby ratified, confirmed
and approved in its entirety.
CERTIFICATE OF SECRETARY
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I, Vickie G. Johnson, Secretary of PMT Services, Inc., do hereby certify that
the foregoing Amendment No. 1 to the 1994 Incentive Stock Plan was adopted by
the Board of Directors of PMT Services, Inc. on the 28th day of October, 1996.
/s/ VICKIE G. JOHNSON
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