<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
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)
3841 GREEN HILLS VILLAGE DRIVE
NASHVILLE, TENNESSEE 37215
(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.
3841 GREEN HILLS VILLAGE DRIVE
NASHVILLE, TENNESSEE 37215
(615) 254-1539
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
COPIES TO:
HOWARD W. HERNDON, 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 effective 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,
$.01 par value per share 1,087,560 shares $12.50 $13,594,500 $4,011
===========================================================================================================
</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 December 16, 1997.
___________________________
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 OR 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
1,087,560 SHARES
PMT SERVICES, INC.
COMMON STOCK
_______________________
This Prospectus relates to the resale by the holders thereof of up
to 967,560 shares of Common Stock, par value $.01 per share ("Common
Stock"), of PMT Services, Inc. ("PMT" or the "Company") which constitute a
portion of the shares issued without registration under the Securities Act
of 1933, as amended (the "Securities Act"), in connection with the Company's
acquisition of Bancard, Inc., a transaction not involving a public offering.
This Prospectus also relates to the resale by the holder thereof of up to
120,000 shares of Common Stock that were issued upon exercise of a stock
purchase warrant issued by the Company on March 22, 1994, a transaction not
involving a public offering. The shareholders holding the aggregate
1,087,560 shares covered by the Prospectus are referred to herein as the
"Selling Shareholders."
The shares of Common Stock held by the Selling Shareholders, or
their pledgees or donees, may be offered from time to time directly or
through one or more broker-dealers, in one or more transactions on the
Nasdaq Stock Market's National Market (the "Nasdaq National Market"), in
negotiated transactions or otherwise, or through a combination of such
methods at fixed prices, which may be changed, at 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.
December __, 1997
<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.
3841 GREEN HILLS VILLAGE DRIVE
NASHVILLE, TENNESSEE 37215
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,
1997.
(2) Proxy Statement for the Annual Meeting of Shareholders
to be held on December 19, 1997;
(3) Quarterly Report on Form 10-Q for the quarter ended
October 31, 1997;
(4) 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, including sale and leasing of related
equipment, to retail 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 acquisitions of operating
businesses and merchant portfolios, trade association affiliations,
telemarketing, 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, 1997, the Company's merchant portfolio base increased from approximately
6,800 merchants to approximately 150,000 merchants. During this same
period, PMT's revenues increased from $4.3 million for fiscal year 1989 to
$284.2 million for fiscal year 1997. This increase in revenues resulted
primarily from the acquisition of operating businesses and 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.
Between fiscal year 1991 and fiscal year 1997, the Company
acquired 40 merchant portfolios, ranging in size from approximately 100 to
15,000 merchant accounts. At the end of fiscal 1997, PMT's aggregate
portfolio of merchants was generating annualized charge volume of
approximately $12 billion. 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
acquisitions of operating businesses and merchant portfolios, 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.
RECENT ACQUISITIONS
On September 17, 1997, PMT acquired Retail Systems Consulting,
Inc., an Ohio corporation ("RSC"), an independent service organization with
a merchant portfolio generating annualized charge volume of approximately
$300 million.
On October 2, 1997, PMT acquired Bancard, Inc., a Colorado
corporation ("Bancard"), an independent service organization with a merchant
portfolio generating annualized charge volume of approximately $2.2 billion.
On November 12, 1997, PMT acquired Ferrante Financial Services,
Inc., a California corporation ("FFS"), an independent service organization
with a merchant portfolio generating annualized charge volume of
approximately $800 million.
Pursuant to each acquisition described above, PMT has agreed to
register for resale a portion of the shares of PMT Common Stock issued to
the shareholders of each of RSC, Bancard and FFS. See "Risk Factors --
Shares Eligible for Future Sale."
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. 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. 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.
Risks Associated With Growth Strategy. A material element of the
Company's growth strategy is the acquisition of additional merchant
portfolios and operating businesses in order to achieve greater economies of
scale. There can be no assurance that the current level of growth
opportunities will continue to exist, that the Company will be able to
acquire merchant portfolios and operating businesses that satisfy the
Company's criteria, or that any such acquisition will be on terms favorable
to the Company. Further, the Company's growth strategy will require that the
Company continue to hire qualified personnel, while currently expanding its
managerial and operational infrastructure. There can be no assurance that
the Company will be able to hire and retain qualified personnel or that the
Company will be able to expand successfully its infrastructure as
appropriate to accommodate future acquisitions or growth. As a result of
these factors, the Company may not realize the expected economic benefits
associated with its acquisitions, which may have a material adverse effect
on the Company's financial condition and results of operations.
Competition. The market for credit, charge and debit card
transaction processing services is highly competitive. PMT's principal
competitors include local processing banks, vertically integrated non-bank
processors and other independent service organizations, many of whom have
substantially greater resources than PMT. Many of PMT's competitors have
access to significant capital, management, marketing and technological
resources that are equal to or greater than those of PMT, and there can be
no assurance that PMT will continue to be able to compete successfully with
such competitors.
Merchant Attrition. Merchant attrition is an expected aspect of
the credit card business. There can be no assurance that in the future the
Company's rates of attrition will not exceed its own historical levels or
the attrition rates experienced by its peer group. Historically, PMT'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 PMT was unwilling to match. Significant merchant
attrition would have a material adverse effect on PMT's financial condition
and operating results.
6
<PAGE>
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.
Dependence on Key Personnel. The Company is 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.
7
<PAGE>
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.
Shares Eligible for Future Sale. In connection with certain
acquisitions completed prior to the date of this Registration Statement,
shares of Common Stock have been issued to stockholders whose shares are
currently registered for resale or who have a right to cause the Company to
register their shares for resale. In addition, as part of the Company's
growth strategy, the Company plans to issue shares of its Common Stock in
connection with future acquisitions. The holders of such shares may be
granted rights to cause the Company to register their shares for resale.
Shares not resold pursuant to resale registration statements may qualify for
resale under Rule 144 of the Securities Act (subject to certain
limitations). Sales of substantial amounts of Common Stock in the public
market pursuant to Rule 144, a resale registration statement or otherwise,
and the potential of such sales, could adversely affect the prevailing
market price of the Common Stock and impair the Company's ability to raise
additional capital through the sale of equity securities.
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, or their pledgees
or donees, in connection with the resale of up to 1,087,560 shares of the
Common Stock. The sale of the shares by Selling Shareholders may be effected
from time to time directly or through one or more broker-dealers, in one or
more transactions on the Nasdaq National Market, in negotiated transactions
or otherwise, or through a combination of such methods at fixed prices,
which may be changed, at market prices prevailing at the time of sale or at
negotiated prices. These shares may be sold by one or more of the following
methods, without limitation: (a) a block trade in which a broker or dealer
so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; and (d) face-to-face transactions between sellers and purchasers
without a broker/dealer. In effecting sales, brokers or dealers engaged by
the Selling Shareholders may arrange for other brokers or dealers to
participate. Such brokers or dealers may receive commissions or discounts
from Selling in amounts to be negotiated.
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. The Company has advised the Selling Shareholders that they and any
securities broker/dealers or others who may be deemed to be statutory
underwriters will be subject to the Prospectus delivery requirements under
the Securities Act.
Pursuant to agreements between the Company and the Selling Shareholders,
the Company is entitled, on a one-time basis (except with respect to Mr.
Buchbinder, which the Company is entitled from time to time) 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 (except with respect to Mr. Buchbinder, which may not be in excess of
90 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.
9
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth information regarding the Common Stock
owned as of December 16, 1997, 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 (i) the acquisition of Bancard, Inc., and
(ii) the exercise of a stock purchase warrant issued by the Company on
March 22, 1994, 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>
Jay W. Hearst................................ 1,858,064 4.0 116,129 1,741,935 3.8
Scott J. Bahneman............................ 774,193 1.7 193,458 580,735 1.3
A. Anthony Sdao.............................. 774,193 1.7 193,458 580,735 1.3
Jack W. Hearst............................... 309,677 * 309,677 -- *
Gillian G. Hearst............................ 77,419 * 77,419 -- *
Stephen M. Hearst............................ 77,419 * 77,419 -- *
Samuel Buchbinder............................ 120,000 * 120,000 -- *
---------
Total............................. 1,087,560
=========
</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.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
<S> <C>
Commission Registration Fee.. $ 4,011
Legal Fees and Expenses...... 8,000*
Auditors' Fees and Expenses.. 5,500*
Miscellaneous Expenses....... 2,489*
-------
Total................... $20,000*
=======
</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 Amendment to the Amended and Restated Charter of Registrant (2)
4.3 Specimen of Common Stock Certificate(1)
5.1 Opinion of Waller Lansden Dortch & Davis, PLLC as to legality of securities
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Waller Lansden Dortch & Davis, PLLC (included in Exhibit 5.1)
24 Power of Attorney (set forth on Page II-5)
</TABLE>
- ------------
(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration No. 33-79064.
(2) Incorporated by reference to exhibits filed with the Registrant's
Current Report on Form 8-K filed on December 23, 1996.
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 16, 1997.
PMT SERVICES, INC.
By: /s/ RICHARDSON M. ROBERTS
______________________________________
Richardson M. Roberts
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Richardson M. Roberts and Gregory S.
Daily, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution, and resubstitution, for him in his name,
place and stead, in any and all capacities, to sign any and all exhibits
thereto, and other documents in connection therewith with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents 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 and to all
intents and purposes as he might or could do in person hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
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/ RICHARDSON M. ROBERTS Chairman of the Board, Chief December 16, 1997
------------------------- Executive Officer (Principal
Richardson M. Roberts Executive Officer) and Director
/s/ GREGORY S. DAILY President, Treasurer, December 16, 1997
------------------------- and Director
Gregory S. Daily
/s/ CLAY M. WHITSON Chief Financial Officer December 16, 1997
------------------------- (Principal Financial Officer)
Clay M. Whitson and Vice President
/s/ VICKIE G. JOHNSON Chief Accounting Officer December 16, 1997
------------------------- (Principal Accounting Officer),
Vickie G. Johnson Secretary and Controller
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ LESLIE D. COBLE Director December 16, 1997
-------------------------
Leslie D. Coble
/s/ ROBERT C. FISHER, JR. Director December 16, 1997
-------------------------
Robert C. Fisher, Jr.
/s/ STEPHEN D. KANE Director December 16, 1997
-------------------------
Stephen D. Kane
Director December __, 1997
-------------------------
Harold L. Siebert
</TABLE>
II-6
<PAGE>
EXHIBIT 5.1
[LETTERHEAD APPEARS HERE]
December 18, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PMT Services, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel to PMT Services, Inc., a Tennessee corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 1,087,560 shares of the Company's Common Stock,
$.01 par value per share (the "Shares"), to be sold by certain shareholders of
the Company (the "Selling Shareholders") pursuant to the above captioned
Registration Statement (the "Registration Statement"). We have examined the
Company's Amended and Restated Charter, as amended, its Bylaws as amended to
date, the record of shareholders, the record of proceedings of its shareholders
and directors, and the Registration Statement. We have also examined and relied
upon such records, documents and other instruments as in our judgment are
necessary or appropriate in order to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that the Shares to be sold
by the Selling Shareholders are duly and legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.
Very truly yours,
/s/ Waller Lansden Dortch & Davis, PLLC
<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 23, 1997, except as to Note 17 which describes the pooling of
interests with Bancard, Inc. which is as of October 27, 1997 appearing on page
29 of the PMT Annual Report on Form 10-K/A for the year ended July 31, 1997. We
also consent to the application of such report to the Financial Statement
Schedule for the three years ended July 31, 1997 which appears on page 93 of
such Annual Report on Form 10-K when such schedule is read in conjunction with
the financial statements referred to in our report. The audit referred to in
such report also included this schedule. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Nashville, Tennessee
December 18, 1997
