<PAGE>
As filed with the Securities and Exchange Commission on June 10, 1998
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.)
3841 GREEN HILLS VILLAGE DRIVE
NASHVILLE, TENNESSEE 37215
(Address of Principal Executive Office)
(Zip Code)
____________________
PMT SERVICES, INC.
1994 INCENTIVE STOCK PLAN
(Full title of plan)
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<S> <C>
Richardson M. Roberts Copies To:
Chief Executive Officer, Howard W. Herndon, Esq.
PMT Services, Inc. Waller Lansden Dortch & Davis,
3841 Green Hills Village Drive A Professional Limited Liability Company
Nashville, Tennessee 37215 2100 Nashville City Center
(Name and address of agent for service) 511 Union Street
Nashville, Tennessee 37219-1760
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(615) 254-1539
(Telephone number, including area code, of agent for service)
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==================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE (2) PRICE (2) FEE (2)
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Common Stock, $.01 400,000 $ 19.438 $ 7,775,200 $ 2,294
par value shares
===================================================================================================================================
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(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) reserved for issuance under the Registrant's
1994 Incentive Stock Plan and a Registration Statement on Form S-8, No. 333-
33021, relating to 1,500,000 additional shares of Common Stock 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 under the Securities Act of 1933, as amended, on the
basis of the average of the high and low prices for the Registrant's Common
Stock, $.01 par value per share, on June 5, 1998, as reported by
the Nasdaq Stock Market (National Market System).
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EXPLANATORY NOTE
This Registration Statement relates to 400,000 additional shares of Common
Stock, $.01 par value per share, of PMT Services, Inc., a Tennessee corporation
("PMT" or the "Company"), issuable upon the exercise of stock options that have
been granted or may be granted to employees of the Company and its subsidiaries
pursuant to the Company's 1994 Incentive Stock Plan, as amended and restated
(the "Plan").
The Plan was adopted by the Board of Directors in May 1994 and subsequently
approved by the shareholders of the Company. The Company initially registered
2,295,000 shares of Common Stock (as adjusted for both of the Company's stock
splits) to be offered pursuant to the Plan. On October 28, 1996, the Board of
Directors of the Company voted to increase the number of shares of Common Stock
reserved for issuance under the Plan by 1,500,000 shares from 2,295,000 to
3,795,000 shares. Such increase was approved by shareholders of the Company on
December 16, 1996. On September 10, 1997, the Board of Directors of the Company
voted to increase the number of shares of Common Stock reserved for issuance
under the Plan by 400,000 shares from 3,795,000 to 4,195,000 shares. Such
increase was approved by shareholders of the Company on December 19, 1997.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
by the Company are incorporated herein by reference as of the dates thereof:
(1) Registration Statement on Form S-8, Registration No. 33-88974,
relating to 2,295,000 shares of Common Stock (as adjusted for both of the
Company's stock splits) reserved for issuance under the Plan;
(2) Registration Statement on Form S-8, Registration No. 333-33021,
relating to 1,500,000 additional shares of Common Stock reserved for
issuance under the Plan;
(3) Current Report on Form 8-K filed on December 30, 1997, File No.
0-24420, relating to, among other things, the 1994 Incentive Stock Plan,
as amended and restated, approved by the shareholders on December 19,
1997;
(4) Annual Report on Form 10-K for the year ended July 31, 1997 (as
amended by Form 10-K/A, filed on October 31, 1997);
(5) Quarterly Report on Form 10-Q for the quarter ended
October 31, 1997; and
(6) Quarterly Report on Form 10-Q for the quarter ended
January 31, 1998.
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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 June 9, 1998.
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 June 9, 1998
- ------------------------- Chief Executive Officer;
Richardson M. Roberts Director (principal
executive officer)
/s/ Gregory S. Daily President; Director June 9, 1998
- -------------------------
Gregory S. Daily
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Name Title(s) Date
---- -------- ----
/s/ Clay M. Whitson Chief Financial Officer and June 9, 1998
- ------------------------ Treasurer
Clay M. Whitson (principal financial officer)
/s/ Vickie G. Johnson Chief Accounting Officer and June 9, 1998
- ------------------------ Secretary
Vickie G. Johnson (principal accounting officer)
/s/ Leslie D. Coble Director June 9, 1998
- ------------------------
Leslie D. Coble
/s/ Stephen D. Kane Director June 9, 1998
- ------------------------
Stephen D. Kane
/s/ Robert C. Fisher, Jr. Director June 9, 1998
- -------------------------
Robert C. Fisher, Jr.
/s/ Harold L. Siebert Director June 9, 1998
- ------------------------
Harold L. Siebert
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INDEX TO EXHIBITS
Exhibit Page
Number Number
- ------- ------
5. Opinion of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company
23(a). Consent of Price Waterhouse LLP
23(b). Consent of Waller Lansden Dortch & Davis, A Professional
Limited Liability Company (included in Exhibit 5)
24. Power of Attorney (included on signature page)
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EXHIBIT 5
June 10, 1998
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 400,000 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 and restated, 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,
Waller Lansder Dortch & Davis, PLLC
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of PMT Services, Inc. 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
Services, Inc. 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/A when such schedule is read in conjunction with
the financial statements referred to in our report. The audits referred to in
such report also included this schedule.
PRICE WATERHOUSE LLP
Nashville, Tennessee
June 10, 1998
