<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1996
REGISTRATION NO. 333-16757
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
PMT SERVICES, INC.
(Exact name of Registrant as specified in its charter)
TENNESSEE 62-1215125
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
TWO MARYLAND FARMS, SUITE 200
BRENTWOOD, TENNESSEE 37027
(615) 254-1539
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
____________________
RICHARDSON M. ROBERTS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
PMT SERVICES, INC.
TWO MARYLAND FARMS, SUITE 200
BRENTWOOD, TENNESSEE 37027
(615) 254-1539
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
COPIES TO:
J. CHASE COLE, ESQ.
WALLER LANSDEN DORTCH & DAVIS,
A PROFESSIONAL LIMITED LIABILITY COMPANY
2100 NASHVILLE CITY CENTER
NASHVILLE, TENNESSEE 37219-1760
(615) 244-6380
___________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
_________________________________________________________________________
If this Form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effects registration
statement for the same offering. [ ]
_________________________________________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,094,011 shares $20.00 $21,880,220 $7,545(2)
$.01 par value per share
===========================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average high and low
prices of the Common Stock on The Nasdaq Stock Market's National Market on
November 21, 1996.
(2) The Registrant paid the registration fee in connection with the initial
filing of this Registration Statement on November 25, 1996.
_____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
1,094,011 SHARES
PMT SERVICES, INC.
COMMON STOCK
_______________________
This Prospectus relates to the resale by the holders thereof
("Selling Shareholders") of up to 1,094,011 shares of Common Stock, par
value $.01 per share ("Common Stock"), of PMT Services, Inc. ("PMT" or the
"Company") issued to the Selling Shareholders without registration under the
Securities Act of 1933, as amended (the "Securities Act"), in connection
with certain acquisitions of merchant portfolios from each of Martin Howe
Associates, Inc. and Data Transfer Associates, Inc., each a transaction not
involving a public offering.
The shares of Common Stock held by the Selling Shareholders may be
offered from time to time in transactions on the Nasdaq Stock Market's
National Market (the "Nasdaq National Market"), in negotiated transactions,
or a combination of such methods of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Shareholders
may effect such transactions by selling the shares to or through broker-
dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or
the purchasers of the shares for which such broker-dealers may act as agent
or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).
None of the proceeds from the sale of the shares by the Selling
Shareholders will be received by the Company. The Company has agreed to
bear all expenses (other than underwriting discounts and selling
commissions, and fees and expenses of counsel and other advisers to the
Selling Shareholders) in connection with the registration of the Common
Stock being offered by the Selling Shareholders. The Company has agreed to
indemnify the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" APPEARING ON PAGES 6 THROUGH 8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
, 1996
1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Proxy statements, reports and other
information concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth St., N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at the following regional
offices of the Commission: Northwestern Atrium Center, Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661 and 7 World Trade Center, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Commission maintains an Internet web
site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Commission.
The address of that site is http://www.sec.gov.
The Common Stock is traded on the Nasdaq National Market. Proxy
statements, reports and other information concerning the Company can be
inspected and copied at the National Association of Securities Dealers, Inc.
offices located at 1735 K Street, N.W., Washington, D.C. 20006-1506.
This Prospectus does not contain all information set forth in the
Registration Statement of which this Prospectus forms a part and exhibits
thereto which the Company has filed with the Commission under the Securities
Act and to which reference is hereby made.
2
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS IS DELIVERED, INCLUDING ANY BENEFICIAL OWNER, UPON
THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS INCORPORATED BY REFERENCE HEREIN (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO THE INFORMATION THAT THE PROSPECTUS INCORPORATES). REQUESTS SHOULD BE
DIRECTED TO:
PMT SERVICES, INC.
TWO MARYLAND FARMS, SUITE 200
BRENTWOOD, TENNESSEE 37027
TELEPHONE NUMBER (615) 254-1539
ATTN: VICKIE G. JOHNSON
CHIEF ACCOUNTING OFFICER
The following documents filed with the Commission by the Company
(File Number 0-24420) are incorporated by reference into this Prospectus:
(1) Annual Report on Form 10-K for the year ended July 31,
1996;
(2) Proxy Statement for the Annual Meeting of Shareholders
to be held on December 16, 1996;
(3) The description of the Common Stock contained in the
Registration Statement on Form 8-A, filed on June 23, 1994,
pursuant to Section 12 of the Exchange Act.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the offerings
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of the filing of such
documents with the Commission.
3
<PAGE>
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein (or in any other subsequently
filed document which is also incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed to constitute a part hereof except as so modified or
superseded.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERINGS HEREIN
CONTAINED AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE.
4
<PAGE>
THE COMPANY
PMT Services, Inc. ("PMT" or the "Company") is an independent
service organization which markets and services electronic credit card
authorization and payment systems to merchants located throughout the United
States. The Company's operating and growth strategies focus on expanding the
Company's customer base of small merchants through trade association
affiliations, telemarketing, merchant portfolio purchases and superior
customer service. PMT has experienced rapid growth in its total merchant
portfolio base which has fostered significant growth in the Company's
revenues and earnings. From July 31, 1989 to July 31, 1996, the Company's
merchant portfolio base increased from approximately 6,800 merchants to
approximately 89,500 merchants. During this same period, PMT's revenues
increased from $4.3 million for fiscal year 1989 to $149.8 million for
fiscal year 1996. This increase in revenues resulted primarily from the
purchase of merchant portfolios and, to a lesser extent, new merchant
contracts generated through the Company's marketing and sales efforts and
revenue enhancements with existing merchants.
PMT targets small merchants as its primary customer base. These
merchants generally have a low volume of credit card transactions, are
difficult to identify and have traditionally been underserved by credit card
processors. Management of the Company estimates that there are approximately
3.0 million merchant locations in the United States currently accepting VISA
and MasterCard credit cards in the small merchant market segment and that
approximately 2.0 million of such small merchant locations utilize
electronic processing for credit card transactions. Management believes the
small merchant market offers the Company significant growth opportunities
for (i) the "first time" installation and subsequent servicing of credit
card authorization and payment systems and (ii) the conversion of small
merchants currently accepting credit cards from paper-based to electronic
processing.
PMT utilizes exclusive contractual relationships with trade
associations, distributors and wholesalers ("Associations") to reach small
merchants that would otherwise be difficult to identify and locate using
customary marketing practices. Pursuant to these relationships, Associations
endorse the processing systems marketed and serviced by PMT and participate
in originating new customers for the Company. Following introductions
generated by its Association relationships, PMT employs direct telemarketing
to solicit merchants on a nationwide basis. Telemarketing represents an
important element of the Company's overall marketing strategy by affording
the Company cost-effective access to small retail merchants dispersed
throughout the United States. PMT is augmenting its telemarketing efforts
with a field sales force. Through the use of telemarketing and a field sales
force, management believes that the Company's cost structures will continue
to be competitive with the cost structures of its competitors using only a
field sales force as a result of the lower costs associated with
telemarketing.
Since fiscal year 1991, the Company has acquired 24 merchant
portfolios, ranging in size from approximately 100 to 15,000 merchant
accounts. During fiscal 1996, the Company purchased five merchant portfolios
representing a total of approximately 34,000 merchant accounts, generating
approximately $3.3 billion in aggregate annual charge volume. Management
believes that increased competition in the industry and other factors have
pressured certain competitors to dispose of all or a portion of their
merchant portfolios. As a result, management believes many opportunities for
portfolio purchases exist as the industry continues to consolidate. The
Company's experience in making merchant portfolio purchases, coupled with
operating efficiencies, enhances the Company's ability to successfully
integrate purchased merchant portfolios on a cost-effective basis.
This Prospectus contains certain forward-looking statements.
Specifically, the forward-looking statements relate to future growth through
portfolio acquisitions, the provision of account portfolio processing
services to the banking industry and the use of innovative technologies to
provide services. The ability of the Company to achieve the expectations
expressed in these forward-looking statements will be subject to several
factors that could cause actual results to differ materially from those
expressed in the forward-looking statements, such as merchant attrition,
difficulties in integrating newly acquired businesses and portfolios, the
availability of capital, the cost of acquired businesses and portfolios, the
Company's continued ability to account for acquisitions as poolings of
interests, industry price increases and the ability of the Company's
processing banks to process merchant transactions effectively. Results
actually achieved thus may differ materially from the expectations expressed
in such statements.
5
<PAGE>
RISK FACTORS
In addition to the other information included or incorporated by
reference in this Prospectus, the following risk factors should be
considered carefully in evaluating an investment in the Common Stock offered
by this Prospectus.
Registration Termination. An independent service organization,
such as the Company, must register through processing banks with VISA and
MasterCard. VISA and MasterCard permit the Company, as a registered service
provider, to provide VISA and MasterCard transaction processing services
through processing banks that are members of VISA or MasterCard. The
Company's registrations with VISA and MasterCard expire December 31, 1996
and June 30, 1997, respectively, prior to which dates the Company intends to
submit the applicable registration fee with respect to each such
registration. There can be no assurance that the Company's registration with
VISA and MasterCard will be renewed or that the current rules of VISA and
MasterCard permitting independent service providers to market transaction
processing services will remain in effect. Furthermore, these rules are set
by member banks, some of which are competitors of the Company. The non-
renewal of either registration or any changes in VISA or MasterCard rules
that would prevent the registration of the Company or limit its ability to
provide VISA and MasterCard transaction processing services, would have a
material adverse effect on the Company's financial condition and operating
results.
Dependence on Processing Relationships. The success of the
Company's business is dependent, in part, on the ability of processing banks
to provide certain services to PMT's merchant clients. The failure of these
processing banks to process merchant transactions effectively could result
in merchants terminating their agreements and relationships with the Company
and its processing banks. Termination of these agreements could result in
the Company's loss of its principal source of revenue.
As of July 31, 1996, the Company relied on eleven banks to process
the credit card transactions of PMT's clients. The agreement with one of
the banks applies to approximately 51.8% of the Company's aggregate merchant
base. The marketing portion of the Company's agreements with its processing
banks expire at various dates ranging from 1996 to 2002. There can be no
assurance (i) that the Company's contractual arrangements with its
processing banks will be renewed or that the Company will be able to obtain
favorable replacement arrangements, (ii) that such processing banks or their
replacements will provide adequate levels of service or (iii) that such
processing banks will not themselves be acquired, resulting in possible
adverse changes in the Company's relationship with the processing bank. Any
of these events could have a material adverse effect on the Company's
business.
The Company's agreement with its principal processing bank permits
the Company to transfer merchants to other processing banks, subject to the
Company's payment of termination fees. The termination fees are based on
merchant transaction volume and/or the number of merchant locations
calculated at the time of termination. There can be no assurance that the
Company will have funds available to pay the required termination fees or
that financing for such payments will be obtainable on terms acceptable to
the Company.
Merchant Attrition. The rate of merchant attrition, as measured by
the Company's primary processing bank, for the period from January 1, 1995
through December 31, 1995 approximated 1.1% per month of total merchants'
annual charge volume. There can be no assurance that the Company will not
experience higher rates in the future. Historically, the Company's merchant
attrition has been related to merchants going out of business, merchants
returning to local processing banks or merchants transferring to competitors
with rates the
6
<PAGE>
Company was unwilling to match. Increased merchant attrition would have a
material adverse effect on the Company's financial condition and operating
results.
Chargeback Risk. In the event a billing dispute between a
cardholder and a merchant is not resolved in favor of the merchant, the
transaction is "charged back" to the merchant, and the purchase price is
refunded to the cardholder. If the merchant does not provide a credit to the
cardholder, the Company, and, in certain cases, the Company and the
processing bank, must bear the credit risk for the full transaction amount.
There can be no assurance that the Company will not experience significant
chargebacks in the future. Increases in chargebacks that are not paid by the
merchant would have a material adverse effect on the Company's financial
condition and operating results.
Merchant Fraud. Generally, the Company is responsible for
fraudulent credit card transactions initiated by its merchant clients.
Examples of merchant fraud include inputting false sales transactions or
false credits. Furthermore, management believes that a significant majority
of such fraud occurs in the states of California, Florida, New York and
Texas where a large concentration of the Company's merchant base is located.
The Company and its processing banks monitor merchant charge volume, average
charge and number of transactions, as well as check for unusual patterns in
the charges, returns and chargebacks processed. As part of its fraud
avoidance policies, the Company generally will not process for certain types
of businesses in which incidents of fraud have been common. There can be no
assurance that the Company will not experience significant amounts of
merchant fraud in the future. Increased merchant fraud would have a material
adverse effect on the Company's financial condition and operating results.
Industry Price Increases. From time to time, VISA or MasterCard
increase the fees they charge for processing transactions. Most merchant
processing agreements permit fee increases to be passed on to the merchants.
There can be no assurance however, that competitive pressures will not
result in the Company absorbing a portion or all of such increases in the
future, which event could have a material adverse effect on the Company.
Risk Associated with Growth by Portfolio Acquisition. The
Company's growth strategy includes additional acquisitions of merchant
portfolios. There can be no assurance that the Company will be able to make
successful portfolio acquisitions or that the attrition of merchants from
acquired portfolios will not exceed anticipated attrition, thus resulting in
lower revenues from the purchased portfolios. Furthermore, there can be no
assurance that future acquisitions will not have an adverse effect upon the
Company's operating results, particularly in the fiscal quarters immediately
following the consummation of such transactions, while the merchant accounts
of the acquired merchant portfolio are being integrated into the Company's
operations. In addition, the Company's acquisition strategy requires
substantial capital resources. These requirements are likely to result in
the Company incurring indebtedness in connection with the acquisition of
merchant portfolios. There can be no assurance that any such financing will
be obtained on terms acceptable to the Company. Moreover, the Company's
existing credit agreement requires the bank's consent to future
acquisitions.
Dependence on Key Personnel. The Company will be highly dependent
upon the services of its executive officers for the management of the
Company. Although the Company has obtained "key man" life insurance on the
lives of two of its executive officers, a substantial majority of the
proceeds of two of the policies have been pledged as security for its bank
financing. The loss of any one of the Company's key executives could
materially adversely affect the Company's operations.
Competition. The marketing of credit card authorization and
payment systems is highly competitive. The Company's principal competitors
include local processing banks, vertically
7
<PAGE>
integrated non-bank processors and other independent service organizations,
many of whom have substantially greater resources than the Company. Many of
the Company's competitors have access to significant capital, management,
marketing and technological resources that are equal to or greater than
those of the Company, and there can be no assurance that the Company will
continue to be able to compete successfully with such competitors.
Certain Anti-takeover Provisions. The Company's Amended and
Restated Charter and Bylaws and Tennessee law contain certain provisions
that may have the effect of inhibiting a non-negotiated merger or other
business combination involving the Company. Such provisions are intended to
encourage any person interested in acquiring the Company to negotiate with
and obtain the approval of the Board of Directors in connection with the
transaction. These provisions include a staggered Board of Directors, blank
check preferred stock, super-majority voting provisions, and the application
of Tennessee law provisions on business combinations and control shares.
Certain of these provisions may discourage a future acquisition of the
Company not approved by the Board of Directors in which shareholders might
receive a premium value for their shares. As a result, shareholders who
might desire to participate in such a transaction may not have the
opportunity to do so.
Possible Fluctuation of Stock Price. The stock market has from
time to time experienced extreme price and volume fluctuations, which often
have been unrelated to the operating performance of particular companies.
Any announcement with respect to the credit card industry, market conditions
or any variance in the Company's revenue or earnings from levels generally
expected by securities analysts for a given period could have an immediate
and significant effect on the trading price of the Common Stock.
8
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares of the
Common Stock by the Selling Shareholders.
PLAN OF OFFERING
This Prospectus may be used by Selling Shareholders in connection with
the resale of up to 1,094,011 shares of the Common Stock. The sale of the
shares by Selling Shareholders may be effected from time to time in
transactions on the Nasdaq National Market, in negotiated transactions or
through a combination of such methods of sale, at prices related to market
prices prevailing at the time of sale or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the shares to or
through broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of the shares for which such broker-
dealers may act as agent or to whom they sell as principal, or both (which
compensation as to a particular broker-dealer may be in excess of customary
commissions).
A Selling Shareholder and any broker-dealer who acts in connection with
the sale of the shares hereunder may be deemed to be an "underwriter" within
the meaning of Section 2(11) of the Securities Act, and any commissions
received by them and profit on any resale of the shares as principal may be
deemed to be underwriting discounts and commissions under the Securities
Act.
Pursuant to agreements between the Company and the Selling Shareholders,
PMT is entitled, on a one-time basis, to (i) postpone the filing or
effectiveness of this Registration Statement or (ii) if effective, elect
that this Registration Statement not be useable and require the Selling
Shareholders to suspend sales pursuant to the prospectus contained herein,
for a reasonable period of time, but not in excess of 60 days (a "Blackout
Period"), if PMT determines in good faith that the registration and
distribution of the shares of Common Stock (or the use of the Registration
Statement or related prospectus) would interfere with any pending material
acquisition, material corporation reorganization or any other premature
disclosure thereof. PMT is required to promptly give the Selling
Shareholders written notice of such termination, containing a general
statement of the reasons for such postponement or restriction of use and an
approximation of the anticipated delay. PMT has agreed to use its best
efforts to keep this Registration Statement effective through May 6,
1997. After such date, no sales of Common Stock by the Selling Shareholders
may be made using the Prospectus contained herein as PMT will delist all
shares not previously sold pursuant to this Registration Statement prior to
that date.
9
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth information regarding the Common Stock
owned as of November 22, 1996, by each of the Selling Shareholders who are
not directors or officers of the Company. The shares of the Common Stock
were issued to the Selling Shareholders without registration under the
Securities Act in connection with certain acquisitions of merchant
portfolios from each of Martin Howe Associates, Inc. and Data Transfer
Associates, Inc., each a transaction not involving a public offering.
Certain of such shares may become eligible for sale by the Selling
Shareholders without registration under the Securities Act under the
provisions of Rule 144. Any such shares may be sold either under the
Registration Statement of which this Prospectus forms a part or under Rule
144.
<TABLE>
<CAPTION>
Beneficial
Beneficial Ownership Ownership
Prior to Offering (1) after Offering (1)
--------------------- ------------------
Number of
Number of Shares Number of
Name of Shareholder Shares Percent Being Sold Shares Percent
- ------------------------------- -------- ------- ---------- --------- -------
<S> <C> <C> <C> <C> <C>
John Rante..................... 249,500 * 249,500 ------- -----
E.J. Martin.................... 178,562 * 178,562 ------- -----
Martin R. Binder............... 125,250 * 125,250 ------- -----
Richard M. Binder.............. 125,250 * 125,250 ------- -----
Kevin Howe..................... 110,113 * 110,113 ------- -----
Constance A. Howe.............. 89,281 * 89,281 ------- -----
HP Investments................. 29,760 * 29,760 ------- -----
Randolph Martson............... 29,760 * 29,760 ------- -----
Logan D. Clark................. 17,856 * 17,856 ------- -----
Rodolfo Gama................... 17,856 * 17,856 ------- -----
Daniel J. Martin............... 17,856 * 17,856 ------- -----
Octavio G. Oropeza............. 17,856 * 17,856 ------- -----
E. Eileen Petrillo............. 11,904 * 11,904 ------- -----
Bruce S. Smith................. 11,904 * 11,904 ------- -----
James C. Cooksey............... 8,928 * 8,928 ------- -----
Allen S. Plotkin............... 8,928 * 8,928 ------- -----
Linda M. Hix................... 5,952 * 5,952 ------- -----
Leon and Wanda Perekslis....... 5,952 * 5,952 ------- -----
Jean Pines..................... 5,952 * 5,952 ------- -----
Elbert and Patricia Atlas...... 2,976 * 2,976 ------- -----
Jean Howe Smith................ 2,976 * 2.976 ------- -----
Sam Kasmir..................... 2,976 * 2,976 ------- -----
Stephen Lerer.................. 2,976 * 2,976 ------- -----
Chris D. Simpson............... 2,976 * 2,976 ------- -----
</TABLE>
10
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Jeffrey Alan Stone............. 2,976 * 2,976 ------- -----
The Austin Patrick Van Trust... 1,785 * 1,785 ------- -----
The Kevin Hancock Van Trust.... 1,785 * 1,785 ------- -----
The Michael Stephen Van Trust.. 1,785 * 1,785 ------- -----
Richard S. Brennes............. 595 * 595 ------- -----
Michael Lambert................ 595 * 595 ------- -----
Jacqueline Riskin.............. 595 * 595 ------- -----
Anna L. Rogers................. 595 * 595 ------- -----
---------
Total............... 1,094,011
=========
</TABLE>
____________________
* Less than 1%
(1) The persons or entities named in the table below have sole voting and
investment power with respect to all shares of Common Stock shown to
be beneficially owned by them.
11
<PAGE>
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of
Common Stock are being passed upon for the Company by Waller Lansden Dortch
& Davis, A Professional Limited Liability Company of Nashville, Tennessee.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended July 31, 1996,
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
<S> <C>
Commission Registration Fee.. $ 7,545
Legal Fees and Expenses...... 8,000*
Auditors' Fees and Expenses.. 5,500*
Miscellaneous Expenses....... 455*
-------
Total................... $21,500*
=======
</TABLE>
____________
* Estimated
The Registrant has agreed to bear all expenses (other than underwriting
discounts and selling commissions, and fees and expenses of counsel and
other advisors to the Selling Shareholders) in connection with the
registration and sale of the shares being offered by the Selling
Shareholders.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Article 8 of the Registrant's Bylaws provides as follows:
The Corporation may indemnify, and upon request may advance
expenses to, 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, employee or agent 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, employee benefit plan
or other enterprise, against any liability incurred in the action, suit
or proceeding, despite the fact that such person has not met the
standard of conduct set forth in Section 48-18-502(a) of the Tennessee
Business Corporation Act (the "Act") or would be disqualified from
indemnification under Section 48-18-502(d) of the Act, if a
determination is made by the person or persons enumerated in Section
48-18-506(b) of the Act that the director or officer seeking
indemnification is liable for (i) any breach of the duty of loyalty of
the corporation or its shareholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law or (iii) voting for or assenting to a distribution in violation of
the Act.
Section 8 of the Registrant's Amended and Restated Charter provides as
follows:
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 complete
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
II-1
<PAGE>
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.
(b) In addition to the foregoing provisions of the Bylaws and
Amended and Restated Charter of the Registrant, directors, officers,
employees and agents of the Registrant may be indemnified by the
Registrant, pursuant to the provisions of Section 48-18-501 et seq. of
the Tennessee Code Annotated.
(c) In addition, the Registrant maintains directors and officers
liability insurance. Such policies have a deductible of $250,000 and
an annual per occurrence and aggregate cap on coverage of $5 million.
II-2
<PAGE>
Item 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
<S> <C>
4.1 Section 6 of the Amended and Restated Charter of Registrant(1)
4.2 Specimen of Common Stock Certificate(1)
*5.1 Opinion of Waller Lansden Dortch & Davis as to legality of securities
23.1 Consent of Price Waterhouse LLP
*23.2 Consent of Waller Lansden Dortch & Davis (included in Exhibit 5.1)
*24 Power of Attorney (set forth on Page II-5)
</TABLE>
- ------------
* Previously filed.
(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration No. 33-79064.
Item 17. 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 end 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 a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) 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.
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 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 Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
II-3
<PAGE>
(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 registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
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 Act 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 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, State of Tennessee, on
December 2, 1996.
PMT SERVICES, INC.
By: /s/ GREGORY S. DAILY
______________________________________
Gregory S. Daily
President, Treasurer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ * Chairman of the Board, December , 1996
--------------------- Executive Officer (Principal
Richardson M. Roberts Executive Officer) and Director
/s/ GREGORY S. DAILY President, Treasurer, December 2, 1996
--------------------- and Director
Gregory S. Daily
/s/ * Vice President and Chief December , 1996
---------------------- Financial Officer (Principal
Clay M. Whitson Financial Officer)
/s/ * Controller (Chief Accounting December , 1996
---------------------- Officer) and Secretary
Vickie G. Johnson
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ * Director December , 1996
-----------------------
Charles R. Burtzloff
/s/ * Director December , 1996
-----------------------
Leslie D. Coble
/s/ * Director December , 1996
_______________________
Robert C. Fisher, Jr.
/s/ * Director December , 1996
-----------------------
Harold L. Siebert
*By /s/ GREGORY S. DAILY December 2, 1996
-------------------------
Gregory S. Daily
Attorney-in-fact
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<S> <C>
4.1 - Section 6 of the Amended and Restated Charter of Registrant(1)
4.2 - Specimen of Common Stock Certificate(1)
* 5.1 - Opinion of Waller Lansden Dortch & Davis as to legality of securities
23.1 - Consent of Price Waterhouse LLP
* 23.2 - Consent of Waller Lansden Dortch & Davis (included in Exhibit 5.1)
* 24 - Power of Attorney (set forth on Page II-5)
</TABLE>
- -----------------
* Previously filed.
(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration No. 33-79064.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
September 13, 1996 appearing on page 29 of PMT Services, Inc.'s Annual Report on
Form 10-K for the year ended July 31, 1996. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 55 of such Annual Report on Form 10-K. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Nashville, Tennessee
December 2, 1996
