<PAGE>
As filed with the Securities and Exchange Commission on August 6, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
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 No.)
organization)
TWO MARYLAND FARMS, SUITE 200
BRENTWOOD, TENNESSEE 37027
(Address of Principal Executive Office)
(Zip Code)
____________________
PMT SERVICES, INC.
1994 INCENTIVE STOCK PLAN
(Full title of plan)
<TABLE>
<CAPTION>
<S> <C>
Richardson M. Roberts Copies To:
Chief Executive Officer, Howard W. Herndon, Esq.
PMT Services, Inc. Waller Lansden Dortch & Davis
Two Maryland Farms, Suite 200 A Professional Limited Liability Company
Brentwood, Tennessee 37027 2100 Nashville City Center
(Name and address of agent for service) 511 Union Street
Nashville, Tennessee 37219-1760
</TABLE>
(615) 254-1539
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
==================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTER REGISTERED(1) PER SHARE (2) PRICE (2) FEE (2)
===================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 1,500,000 $ 16.438 $ 24,657,000 $ 7,472
par value shares
===================================================================================================================================
</TABLE>
(1) The Registrant previously filed a Registration Statement on Form S-8, No.
33-88974, relating to 2,295,000 shares of Common Stock (as adjusted for both
of the Company's stock splits in 1996) reserved for issuance under the
Registrant's 1994 Incentive Stock Plan.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457, on the basis of the average of the high and low prices
for the Registrant's Common Stock, $.01 par value per share, on August 4,
1997, as reported by the Nasdaq Stock Market (National Market System). The
Registrant previously paid $4,946 of the registration fee in anticipation of
the filing of this Registration Statement on April 9, 1997.
<PAGE>
PROSPECTUS
1,500,000 SHARES
PMT SERVICES, INC.
COMMON STOCK
_______________________
This Prospectus relates to the resale by certain affiliates
("Selling Shareholders") of PMT Services, Inc. ("PMT" or the "Company")
of Common Stock, par value $.01 per share ("Common Stock"), purchased by
certain Selling Shareholders under the Company's 1994 Incentive Stock Plan,
as amended (the "Plan"). See "Selling Shareholders."
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.
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.
August 6, 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.
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Company
(File Number 0-24420) are incorporated by reference into this Prospectus:
(1) Registration Statement on Form S-8, relating to the
Company's 1994 Incentive Stock Plan, dated January 31, 1995 (File
Number 33-88974).
(2) Annual Report on Form 10-K for the year ended
July 31, 1996, except for the Consolidated Financial Statements
and Report of Independent Accountants which have been
superseded by the restated Consolidated Financial Statements
and Report of Independent Accountants included in the Current
Report on Form 8-K filed on April 8, 1997;
(3) Quarterly Report on Form 10-Q for the quarter ended
October 31, 1996;
(4) Quarterly Report on Form 10-Q for the quarter ended
January 31, 1997;
(5) Quarterly Report on Form 10-Q for the quarter ended
April 30, 1997;
(6) Proxy Statement for the Annual Meeting of Shareholders
held on December 16, 1996;
(7) Current Report on Form 8-K filed on December 23, 1996.
(8) Current Report on Form 8-K filed on April 8, 1997.
(9) Current Report on Form 8-K filed on July 18, 1997 (as
amended by Form 8-K/A(1) filed on July 29, 1997 and Form
8-K/A(2) filed on July 29, 1997).
(10) 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.
<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.
<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.
The Company's executive offices are located at Two Maryland Farms,
Suite 200, Brentwood, Tennessee 37027. The telephone number is
(615) 254-1539.
<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
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.
<PAGE>
SELLING SHAREHOLDERS
The Selling Shareholders may, from time to time, include the following
executive officers of the Company: Richardson M. Roberts, Gregory S. Daily,
Joseph T. Stewart, Jr., Clay M. Whitson, Vickie G. Johnson, Tony VanBrackle and
Paul Nee. These individuals have been granted options under the Plan.
This Prospectus is to be used in connection with any resales of PMT
Common Stock acquired pursuant to the Plan, which are registered under the
Securities Act at the time of purchase by any of the above-described individuals
who, at the time of resale, may be considered "affiliates" of PMT within the
meaning of the Securities Act. The Company will supplement this Prospectus with
the names and the amount of shares of Common Stock to be reoffered by future
Selling Shareholders who may be deemed to be "affiliates" of the Company when
that information becomes known.
The following table shows (i) the total number of shares subject to
unexercised options, held by the potential Selling Shareholders as of August 6,
1997 and (ii) the total number of shares of Common Stock held by such
individuals as of August 6, 1997:
<TABLE>
<CAPTION>
Shares Subject
Potential to Unexercised
Selling Shareholder Options (1)(2) Shares Beneficially Owned(3)
- ------------------- -------------- ----------------------------
Amount Percent of Class
------ ----------------
<S> <C> <C> <C>
Richardson M. Roberts 402,908 1,833,633 *
Gregory S. Daily 402,908 1,387,877 *
Joseph T. Stewart, Jr. 170,000 41,400 *
Clay M. Whitson 130,000 30,900 *
Vickie G. Johnson 105,700 75,600 *
Tony VanBrackle 77,750 72,600 *
Paul Nee 55,000 22,875 *
</TABLE>
- -----------------
* Indicates less than 1% ownership.
(1) Includes shares subject to unexercised options under the Plan.
(2) Additional shares may be sold by the Selling Shareholders upon the future
exercise of additional options not yet granted.
(3) Does not include shares of Common Stock subject to unexercised options,
except for presently exercisable options and options exercisable within 60
days. Such shares are deemed to be outstanding for the purposes of computing
the percentage ownership of the individual, but are not deemed outstanding
for purposes of computing the percentage of any other person shown in the
table. Certain of the shares held by these individuals may be sold without
registration under the Securities Act in accordance with the provisions of
Rule 144.
<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 consolidated financial statements as of July 31, 1995 and 1996
and for each of the three years in the period ended July 31, 1996 included
in the Company's Current Report on Form 8-K filed on April 8, 1997, 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.
<PAGE>
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission by
the Registrant are incorporated herein by reference in this Registration
Statement:
Registration Statement on Form S-8, relating to the Company's 1994 Incentive
Stock Plan, dated January 31, 1995 (File Number 33-88974).
ITEM 8. EXHIBITS.
4(a). Section 6 of the Amended and Restated Charter of the Registrant
(incorporated by reference to Exhibit 4.1 filed with the Registrant's
Registration Statement on Form S-1, Registration No. 37-79064)
4(b). Articles of Amendment to the Amended and Restated Charter of the
Registrant (incorporated by reference to Exhibit 5.2 filed with the
Registrant's Current Report on Form 8-K filed December 23, 1996,
Commission File No. 0-24420)
4(c). Specimen of Common Stock certificate (incorporated by reference to
Exhibit 4.2 filed with the Registrant's Registration Statement on
Form S-1, Registration No. 33-79064)
5. Opinion of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company
10(a). 1994 Incentive Stock Plan, approved by the shareholders on June 10,
1994 (incorporated by reference to exhibits filed with the
Registrant's Registration Statement on Form S-1, Registration
No. 33-79064)
10(b). Amendment No. 1 to the 1994 Incentive Stock Plan, approved by the
shareholders on December 16, 1996 (incorporated by reference to
Exhibit 5.3 filed with the Registrant's Current Report on Form 8-K
filed December 23, 1996, Commission File No. 0-24420)
23(a). Consent of Price Waterhouse LLP
23(b). Consent of Waller Lansden Dortch & Davis (included in Exhibit 5)
24. Power of Attorney (included on signature page)
<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
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on August 5, 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 each of Richardson M. Roberts and Gregory S.
Daily, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with 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 each might or
could do in person hereby ratifying and confirming all that said attorneys-in-
fact and agents, or their substitute or 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.
Name Title(s) Date
---- -------- ----
/s/ Richardson M. Roberts Chairman of the Board and August 5, 1997
- ------------------------- Chief Executive Officer;
Richardson M. Roberts Director (principal
executive officer)
/s/ Gregory S. Daily President and August 5, 1997
- ------------------------- Treasurer; Director
Gregory S. Daily
<PAGE>
Name Title(s) Date
---- -------- ----
/s/ Clay M. Whitson Chief Financial Officer August 5, 1997
- ------------------------ and Vice President
Clay M. Whitson (principal financial officer)
/s/ Vickie G. Johnson Chief Accounting Officer, August 5, 1997
- ------------------------ Secretary and Controller
Vickie G. Johnson (principal accounting officer)
/s/ Leslie D. Coble Director August 5, 1997
- ------------------------
Leslie D. Coble
/s/ Stephen D. Kane Director August 5, 1997
- -------------------------
Stephen D. Kane
/s/ Robert C. Fisher Jr. Director August 5, 1997
- -------------------------
Robert C. Fisher, Jr.
/s/ Harold L. Siebert Director August 5, 1997
- ------------------------
Harold L. Siebert
<PAGE>
EXHIBIT 5
August 6, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PMT Services, Inc.
Registration Statement on Form S-8
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 an aggregate of 1,500,000 shares of the
Company's Common Stock, $.01 par value per share (the "Shares"), pursuant to a
Registration Statement on Form S-8 (the "Registration Statement"). We have
examined the Company's Amended and Restated Charter, as amended to date, its
Bylaws as amended to date, the record of proceedings of its shareholders and
directors, and the Registration Statement. We have also examined and relied
upon such other records, documents and 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, when issued
and delivered in the manner and on the terms described in the 1994 Incentive
Stock Plan, as amended, will be duly and validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Waller Lansden Dortch & Davis,
A Professional Limited Liability Company
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 13, 1996, except as to the
poolings of interests with the Acquired Entities which is as of January 30,
1997, relating to the consolidated financial statements of PMT Services, Inc.,
which appears on page 1 of Exhibit 5.1 of the Current Report on Form 8-K of PMT
Services, Inc. filed on April 8, 1997. We also consent to the application of
such report to the Financial Statement schedule for the three years ended July
31, 1996 which appears on page 1 of Exhibit 5.2 of such Current Report on Form
8-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 Registration Statement.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Nashville, Tennessee
August 6, 1997
