<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 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 1,941,475 shares $16.8125 $32,641,048.44 $ 9,892
===========================================================================================================
</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 October 9, 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 ACCORDING 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
1,941,475 SHARES
PMT SERVICES, INC.
COMMON STOCK
_______________________
This Prospectus relates to the resale by the holders thereof
("Selling Shareholders") of up to 1,941,475 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 to the Selling
Shareholders without registration under the Securities Act of 1933, as
amended (the "Securities Act"), in connection with separate acquisitions of
BanCard Systems, Inc., CVE Corporation, IMA Payment Systems, Inc. and LADCO
Financial Group, 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 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.
October , 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,
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/A(3) filed
on September 16, 1997;
(2) Quarterly Report on Form 10-Q for the quarter ended
October 31, 1996;
(3) Quarterly Report on Form 10-Q for the quarter ended
January 31, 1997;
(4) Quarterly Report on Form 10-Q for the quarter ended
April 30, 1997;
(5) Proxy Statement for the Annual Meeting of Shareholders
held on December 16, 1996;
(6) Current Report on Form 8-K filed on December 23, 1996;
(7) Current Report on Form 8-K filed on April 8, 1997,
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/A(3) filed
on September 16, 1997;
(8) Current Report on Form 8-K filed on July 18, 1997 (as
amended by Form 8-K/A(1) and Form 8-K/A(2), each filed
on July 29, 1997, and Form 8-K/A(3) filed on September
16, 1997);
(9) Current Report on Form 8-K filed on October 10, 1997
(as amended by Form 8-K/A filed on October 14, 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.
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.
Between fiscal year 1991 and fiscal year 1996, the Company
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.
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.
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 and Bancard. 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. The
Company's registrations with VISA and MasterCard expire December 31, 1997
and June 30, 1998, 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. As of such date, the
agreement with one of the banks applied 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
1997 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
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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.
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 in connection with
the resale of up to 1,941,475 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, 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 90 days (a "Blackout
Period") (provided that a Blackout Period may not be implemented against
former shareholders of BanCard Systems, Inc. more than once in any period of
270 days), 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 (including any underwritten
offering of shares of Common Stock) 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
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SELLING SHAREHOLDERS
The following table sets forth information regarding the Common Stock
owned as of October 13, 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 seperate acquisitions of BanCard Systems,
Inc., CVE Corporation, IMA Payment Systems, Inc. and LADCO Financial Group,
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>
Stephen K. Dunn & Judith S. Dunn,
Trustees of Dunn Trust No. 1
U/D/T Dated 12/27/96........................ 195,312 * -- 195,312 *
Stephen K. Dunn & Judith S. Dunn,
Trustees of Dunn Trust No. 2
U/D/T Dated 12/27/96........................ 195,312 * -- 195,312 *
Stephen K. Dunn and Judith S. Dunn,
Trustees of the Dunn Family Trust
U/D/T Dated May 22, 1997................... 744,251 * 317,813 426,438 *
Wilmington Trust Company,
Trustee of the Dunn Charitable Trust
No. 1 U/D/T Dated June 9, 1997............. 90,000 * 90,000 -- *
Michael N. McCormick and Jean A.
McCormick, Trustees of the
McCormick Trust No. 1 U/A
Dated 12/27/96, FBO McCormick
Trust No. 1................................. 195,312 * -- 195,312 *
Michael N. McCormick and Jean A.
McCormick, Trustees of the
McCormick Trust No. 2 U/A
Dated 12/27/96, FBO McCormick
Trust No. 2................................. 195,312 * -- 195,312 *
Michael N. McCormick and Jean A.
McCormick, Trustees of the
Michael and Jean McCormick
Revocable Trust U/D/T
Dated 10/05/95.............................. 895,651 * 407,812 392,189 *
Ladd Family Trust............................ 365,854 * 365,854 -- *
Joyce I. Cook................................ 100,000 * 100,000 -- *
Joyce I. Cook
Grantor Retained Unitrust................... 100,000 * 100,000 -- *
Michael D. Schneider......................... 288,002 * 288,002 -- *
Mutual Ventures of South Dakota.............. 98,960 * 98,960 -- *
John Pappajohn............................... 28,774 * 28,774 -- *
NF Nordiska Fond Kommission
Aktreboley.................................. 21,844 * 21,844 -- *
Laurie A. Schneider.......................... 13,901 * 13,901 -- *
Steven D. Moon............................... 12,312 * 12,312 -- *
Ricky D. Shaneyfelt.......................... 11,121 * 11,121 -- *
Larry Cheeves................................ 10,572 * 10,572 -- *
Clifton E. Hammond........................... 9,929 * 9,929 -- *
Steven E. Codner............................. 9,337 * 9,337 -- *
Alan Green................................... 9,381 * 9,381 -- *
Carolyn Loschen.............................. 9,138 * 9,138 -- *
Mary L. Pappajohn............................ 7,943 * 7,943 -- *
Marcia K. Ressler............................ 7,943 * 7,943 -- *
Malmsten Invest AB........................... 5,957 * 5,957 -- *
J. Todd Hall................................. 5,560 * 5,560 -- *
Donna L. Cheeves............................. 4,672 * 4,672 -- *
Carl Horn.................................... 3,971 * 3,971 -- *
Ryan D. Hoesing
Revocable Trust............................. 453 * 453 -- *
Ashley N. Hoesing
Revocable Trust............................. 226 * 226 -- *
---------
Total............................. 1,941,475
=========
</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>
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.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
<S> <C>
Commission Registration Fee.. $ 9,892
Legal Fees and Expenses...... 8,000*
Auditors' Fees and Expenses.. 5,500*
Miscellaneous Expenses....... 1,608*
-------
Total................... $25,000*
=======
</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
October 10, 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 October 10, 1997
------------------------- Executive Officer (Principal
Richardson M. Roberts Executive Officer) and Director
/s/ GREGORY S. DAILY President, Treasurer, October 10, 1997
------------------------- and Director
Gregory S. Daily
/s/ CLAY M. WHITSON Chief Financial Officer October 10, 1997
------------------------- (Principal Financial Officer)
Clay M. Whitson and Vice President
/s/ VICKIE G. JOHNSON Chief Accounting Officer October 10, 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 October 10, 1997
-------------------------
Leslie D. Coble
/s/ ROBERT C. FISHER, JR. Director October 10, 1997
-------------------------
Robert C. Fisher, Jr.
/s/ STEPHEN D. KANE Director October 10, 1997
-------------------------
Stephen D. Kane
/s/ HAROLD L. SIEBERT Director October 10, 1997
-------------------------
Harold L. Siebert
</TABLE>
II-6
<PAGE>
EXHIBIT 5.1
[LETTERHEAD APPEARS HERE]
October 14, 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 1,941,475 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 the Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (No. 333-27403) of our report dated September 13, 1996,
except as to the poolings of interests with the Acquired Entities which is as of
July 14, 1997, relating to the consolidated financial statements of PMT
Services, Inc. which appears on page 1 of Item 7 (a)(1) of the Current Report on
Form 8-K/A(3) of PMT Services, Inc. filed on September 16, 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 Item 7(a)(2) of such
Current Report on Form 8-K/A(3) 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.
We also consent to the incorporation by reference in the Prospectus constituting
part of the Post-Effective Amendment No. 1 to the Registration Statement on Form
S-3 (No. 333-27403) of our report dated September 26, 1997 for Bancard, Inc.
which appears on page 1 of Item 7(a)(1) of the Current Report on Form 8-K of PMT
Services, Inc. filed on October 10, 1997, as amended by Form 8-K/A filed on
October 14, 1997. We also consent to the application of such report to the
Financial Statement Schedule for the year ended July 31, 1996 which appears on
page 1 of Item 7(a)(2) of such Current Report on Form 8-K, as amended by Form
8-K/A, 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.
/s/Price Waterhouse LLP
Nashville, Tennessee
October 14, 1997
