As filed with the Securities and Exchange Commission on November 24, 2008

Registration No. 333-     

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Total System Services, Inc.

(Exact name of each registrant as specified in its charter)

 

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One TSYS Way

Columbus, Georgia 31901

(706) 649-2310

(Address, including zip code, and telephone number,

including area code, of each registrant’s principal executive offices)

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Kathleen Moates

Senior Deputy General Counsel

Total System Services, Inc.

One TSYS Way

Columbus, Georgia 31901

(706) 649-2310

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Approximate date of commencement of proposed sale to the public: From time to time 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:  o

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, please 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:  o

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:  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

PROSPECTUS

 

 

TSYS Dividend Reinvestment and Direct Stock Purchase Plan Overview

 

This prospectus describes the Total System Services, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”). The Plan promotes long-term ownership in Total System Services, Inc. (“TSYS”) by offering:

 

 

 

 

Shares of stock offered pursuant to the Plan will, at the election of TSYS, either be purchased in the open market or issued directly by TSYS from authorized but unissued shares or treasury shares. If the shares are purchased in the open market, your price per share will be the weighted average price of shares purchased to satisfy Plan requirements after the deduction of any applicable trading and service fees. If the shares are purchased from TSYS, your price per share for initial and optional cash investments will be the average of the daily high and low sale prices quoted on the New York Stock Exchange (the “NYSE”) for the day the shares are purchased.

 

You do not have to be a current shareholder of TSYS to participate in the Plan. You can purchase your first shares of TSYS stock through the Plan by making an initial investment of $250 or more, which includes an enrollment fee of $15.

 

If you hold less than 100 shares of TSYS stock in registered name, meaning in your own name rather than through a broker, you will be automatically enrolled in the Plan. All cash dividends will be reinvested in additional shares of TSYS stock unless you affirmatively elect to receive cash dividends.

 

This prospectus relates to 1,000,000 shares of TSYS common stock, par value $0.10 per share, offered for purchase under the Plan. TSYS stock is listed on the NYSE, under the trading symbol “TSS.”

 

Investing in TSYS common stock involves risks. You should carefully read and evaluate the cautionary statements concerning risk factors included in our periodic reports and other information that TSYS files with the Securities and Exchange Commission. See “Risk Factors” on page 1 for matters to be considered before participating in the Plan or before purchasing shares of TSYS common stock.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is November 24, 2008.

 

 

 

 

 

 

About this Prospectus

 

Unless the context otherwise requires, in this prospectus “TSYS,” “we,” “our” and “us” refer to Total System Services, Inc. and its subsidiaries. You should rely only on the information contained or incorporated by reference in this prospectus. Neither we nor The Bank of New York Mellon, the Plan administrator, have authorized anyone else to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities offered in this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. Neither the delivery of this prospectus nor any sale made under this prospectus of the securities described herein shall under any circumstances imply, and you should not assume, that the information contained in this prospectus or any document incorporated by reference is accurate as of any date other than on the date on the front cover of the applicable document, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

About Total System Services, Inc.

 

We provide electronic payment processing and related services to financial and nonfinancial institutions. Services include processing consumer, retail, commercial, government services, stored value and debit cards. Based in Columbus, Georgia, and traded on the NYSE under the symbol “TSS,” we provide services to financial and nonfinancial institutions throughout the United States and internationally. We currently offer merchant acquiring services to financial institutions and other organizations in the United States through our wholly owned subsidiary, TSYS Acquiring Solutions, L.L.C., and in Japan through our majority owned subsidiary, GP Network Corporation. We also offer optional value added products and services to support our core processing services. Value added products and services include: risk management tools and techniques, such as credit evaluation, fraud detection and prevention and behavior analysis tools; and revenue enhancement tools and customer retention programs, such as loyalty programs and bonus rewards. Our principal executive offices are located at One TSYS Way, Columbus, Georgia 31901 and our telephone number is (706) 649-2310.

 

Risk Factors

 

Investing in our stock involves risks. Please see the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities and Exchange Commission (the “SEC”), which are all incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference in this prospectus.

 

Cautionary Statement Regarding Forward-Looking Statements

 

The prospectus contains forward-looking statements. We may also make forward-looking statements in reports filed with the SEC that we incorporate by reference in this prospectus. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates,” “plans,” “estimates,” “intends,” “shall” or similar expressions. These statements are based on beliefs and assumptions of our management, and on information currently available to our management.

 

Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Our future results may differ materially from those in the forward-looking

 

 

statements contained in this prospectus and in the information incorporated in this document. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. These factors include, but are not limited to, the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

 

Summary of the Plan

 

 

 

 

 

 

TSYS stock, you will receive annual statements providing detail of each quarterly dividend reinvestment as well as any other transactions during the year. Once you become automatically enrolled in the Plan, you may elect at any time to receive only cash dividends by submitting a new Enrollment Form. If you elect to receive cash dividends, you will receive the dividends, as declared, in the usual manner.

 

 

 

REINVESTMENT OF DIVIDENDS: You can reinvest all or, if you own 100 shares or more of TSYS stock, a portion of your cash dividends toward the purchase of additional shares of TSYS stock without paying trading fees. Full investment of your dividends is possible because TSYS will credit your account with both whole and fractional shares. TSYS pays dividends on both whole shares and fractional shares.

 

OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you can buy additional shares of TSYS stock for fees that are typically lower than those charged by stock brokers. You can invest a minimum of $50 at any one time, up to $250,000 in the aggregate per calendar year. You can pay by check or have your payment automatically withdrawn from your bank account as an individual or ongoing monthly debit. Full investment of your cash contribution is possible because TSYS will credit your account with both whole and fractional shares. TSYS pays dividends on both whole shares and fractional shares.

 

SAFEKEEPING OF CERTIFICATES: You can deposit your TSYS stock certificates into the Plan for safekeeping at no cost to you. A certificate for the shares held in safekeeping will be sent to you, free of charge, upon request.

 

SELL SHARES CONVENIENTLY: If you choose to sell the TSYS stock held in your Plan account, you will pay fees lower than those typically charged by stockbrokers.

 

GIFTS OR TRANSFERS OF SHARES: You can give or transfer your TSYS shares to others through the Plan at no charge.

 

TRACKING YOUR INVESTMENT: You will receive a Plan statement or a notification after each transaction. Statements provide the details of the transaction and show the share balance in your Plan account. You will also have access to your account online over the Internet. You can verify your account balance, change your dividend election, conduct purchase or sale transactions or request a statement at any time through Investor ServiceDirect at www.bnymellon.com/shareowner/isd.

 

Administrator of the Plan

 

TSYS has designated The Bank of New York Mellon (the “Administrator”) to administer the Plan and act as agent for the participants. Mellon Bank, N.A. has designated its affiliates, BNY Mellon Shareholder Services, and other agents to perform certain services for the Plan. These companies will purchase and hold shares of stock for Plan participants, keep records, send statements and perform other duties required by the Plan.

 

The Administrator may be contacted as detailed below.

 

 

Internet

 

You can enroll, obtain information and perform certain transactions on your account online via Investor ServiceDirect. New investors establish a Personal Identification Number (“PIN”) when setting up their account. For existing shareholders to gain access, use the 12-digit Investor Identification Number which can be found in a bolded box on your check stub, statement or advice to establish your PIN. In order to access your account through Investor ServiceDirect, you will be required to complete an account activation process. This one time authentication process will be used to validate your identity in addition to your 12-digit Investor Identification Number and self-assigned PIN.

 

To access Investor ServiceDirect please visit the BNY Mellon Shareowner Services web site at:

 

www.bnymellon.com/shareowner/isd

 

Telephone

 

You may contact the Administrator at the following toll-free number within the United States and Canada:

 

1-866-204-8467

 

An automated voice response system is available 24 hours a day, 7 days a week. Customer Service Representatives are available from 9:00 a.m. to 7:00 p.m., Eastern Time, Monday through Friday (except holidays).

 

In Writing

 

You may also write the Administrator at the following address:

 

BNY Mellon Shareowner Services

P.O. Box 358015

Pittsburgh, PA 15252-8015

 

Be sure to include your name, address, daytime phone number and a reference to TSYS on all correspondence.

 

Commonly Asked Questions

 

Am I eligible to join the Plan?

 

You are eligible to participate in the Plan if you meet the requirements outlined below. If you live outside the U.S., you should first determine if there are any governmental regulations that would prohibit your participation in the Plan.

 

If you do not currently own any TSYS stock, you can join the Plan by making an initial investment of at least $250, but not more than $250,000. You can get started in the Plan by returning a completed Enrollment Form to the Administrator along with your check payable to Total System Services, Inc./BNY Mellon or by enrolling online through Investor ServiceDirect. Investor ServiceDirect can be accessed from the TSYS web site, www.tsys.com, at the Shareholder Information section found under Investor Relations or accessed from our Administrator’s web site at www.bnymellon.com/shareowner/isd. Your initial investment can be made through Investor ServiceDirect by authorizing a one-time automatic deduction or by authorizing the automatic monthly investment feature and initiating your investment with at least

 

 

$50 and a commitment for at least five sequential monthly purchases. A $15 enrollment fee will be deducted from your initial investment. The Administrator will arrange for the purchase of shares for your account but will not pay interest on amounts held pending investment. Please allow two weeks for your account to be established, initial shares to be purchased and a statement mailed to you.

 

If your TSYS shares are held in a brokerage, bank or other intermediary account, and you wish to participate directly in the Plan, you should instruct your broker, bank, or trustee to register some or all of your TSYS shares directly in your name. You can then join the Plan by returning a completed Enrollment Form to the Administrator or by enrolling online through Investor ServiceDirect.

 

If you already own 100 shares or more of TSYS stock and the shares are registered in your name, you mayjoin the Plan by returning a completed Enrollment Form to the Administrator or by enrolling online through Investor ServiceDirect.

 

If you are a current TSYS shareholder, but you hold less than 100 shares of TSYS stock registered in your name, you will be automatically enrolled in the Plan unless you affirmatively elect to receive cash dividends.

 

How do I enroll?

 

Complete and sign the Enrollment Form included with this prospectus and mail it to the address shown on the form or enroll online through Investor ServiceDirect. Investor ServiceDirect can be accessed from the TSYS web site, www.tsys.com, at the Shareholder Information section found under Investor Relations or accessed from our Administrator’s web site at www.bnymellon.com/shareowner/isd.

 

Will I receivedividends?

 

The TSYS Board of Directors may declare a dividend for distribution under the guidelines of the TSYS Dividend Policy and Georgia law. Payment of dividends is a business decision made at the discretion of our Board of Directors based primarily upon future earnings, our financial condition and other factors. These can be no assurance as to the declaration or payment of any dividend. Nothing in the Plan requires us to declare or pay a dividend on our stock.

 

Can I have my cash dividends electronically deposited into my bank or other financial account?

 

You can have your cash dividends deposited directly into your bank account instead of receiving a check by mail. Just complete the appropriate sections of the Enrollment Form and submit the form to the Administrator in hard copy or online through Investor ServiceDirect. Direct deposit authorization requests will be processed as soon as possible after they are received. You can change your designated bank account for direct deposit or discontinue this feature by notifying the Administrator.

 

Can I reinvest some or all of my dividends in TSYS stock?

 

If you hold less than 100 shares of TSYS stock registered in your name, you will have all cash dividends reinvested in additional shares of stock without paying trading fees and will have no right to have dividends paid in cash unless you affirmatively elect to receive cash dividends. If you own 100 shares or more of TSYS stock registered in your name, you can choose to reinvest all or a portion of the cash dividends paid on your shares held in the Plan without paying trading fees. You can make this election when you enroll in the Plan or at a later date. You can make or

 

 

change your dividend reinvestment election at any time by notifying the Administrator. For a particular dividend to be reinvested, your notification must be received prior to the record date for that dividend. (The record date is normally approximately 12 days prior to the payment date.)

 

If you own 100 shares or more of TSYS stock and you elect to reinvest your dividends, you must choose one of the following options when completing the Dividend Reinvestment section of the Enrollment Form.

 

Full Dividend Reinvestment

 

Purchase additional shares by reinvesting all of your cash dividends.

 

Partial Dividend Reinvestment

 

If you choose to reinvest less than all of your dividends, you will receive a cash dividend payment based on the number of full shares you specify and the dividends on all remaining shares will be reinvested.

 

If you choose partial dividend reinvestment, you can have the remaining cash portion of your dividend deposited directly into your bank account instead of receiving a check by mail. Just complete the appropriate section of the Enrollment Form or notify the Administrator. Direct deposit authorization requests will be processed as soon as possible after they are received. You can change your designated bank account for direct deposit or discontinue this feature by notifying the Administrator.

 

Can I discontinue reinvesting my dividends?

 

You may discontinue the reinvestment of your dividends at any time by giving notice to the Administrator. To be effective for a given dividend payment, your notification must be received prior to the record date for that dividend. The Administrator will continue to hold your shares unless you request a certificate for any full shares and a check for any fractional share. You may also request the sale of all or part of your shares or have the Administrator electronically transfer your shares to your brokerage account.

 

Can I make additional cash investments when I want to?

 

You can purchase additional shares of TSYS stock by using the Plan’s optional cash investment feature. You must invest at least $50 each time and cannot invest more than $250,000 in a calendar year. Interest will not be paid on amounts held pending investment. Trading fees of $.06 per share will be deducted except when TSYS issues the shares directly.

 

 

You may make optional cash investments by sending a check order payable to Total System Services, Inc./BNY Mellon. Do not send cash. To facilitate processing of your investment, please use the transaction stub located on the bottom of your statement and mail your investment and transaction stub to the address specified on the statement. You may not sell or withdraw shares purchased by check for a period of 14 days from the receipt of the check. A $35 fee will be assessed for a check that is returned for insufficient funds. The Administrator will deduct a processing fee of $2.50 per check.

 

 

You may authorize an individual automatic deduction from your bank account through Investor

 

 

ServiceDirect for each purchase. Funds will be deducted from your bank account upon authorization. Alternatively, you may choose to make regular monthly purchases by authorizing automatic monthly withdrawals from your bank account. This feature enables you to make ongoing investments without writing a check. Funds will be deducted from your account on the 15th day of each month. If this date falls on a bank holiday or weekend, funds will be deducted on the next business day. Please allow four to six weeks for the first automatic monthly withdrawal to be initiated. You must notify the Administrator in writing or via Investor ServiceDirect to change or terminate automatic withdrawal. A $35 fee will be assessed if your account has insufficient funds available for withdrawal. The Administrator will deduct a processing fee of $1.00 per individual automatic investment. No processing fee is charged for automatic monthly deductions.

 

How are shares purchased?

 

The Administrator will make arrangements to use initial and optional cash investments to purchase TSYS shares as promptly as practical, but at least once every five business days. The Administrator will use reinvested dividends to purchase shares on a quarterly basis. Purchases may be made over a number of days to meet the requirements of the Plan.

 

 

Source of shares: Stock needed to meet the requirements of the Plan will either be purchased in the open market or issued directly by TSYS from authorized but unissued shares or treasury shares.

 

Shares purchased in the open market: If the shares are purchased in the open market, your price per share will be the weighted average price of shares purchased to satisfy Plan requirements after the deduction of any applicable trading and service fees. All fractional shares are calculated to four decimals and are credited to your account. For quarterly reinvestment of dividends, your price per share will be the average of the daily high and low sale prices quoted on the NYSE for the three day period surrounding the dividend payment date. If there is no trading of TSYS stock on the NYSE for a substantial period of time during the pricing period, then TSYS will determine the price per share on the basis of such market quotations as it considers appropriate.

 

Shares purchased from TSYS: If the shares are purchased from TSYS, your price per share for initial and optional cash investments will be the average of the daily high and low sale prices quoted on the NYSE for the day the shares are purchased.

 

 

Because the Administrator will arrange for the purchase of shares on behalf of the Plan, neither TSYS nor any participant in the Plan has the authority or power to control either the timing or pricing of shares purchased or the selection of the broker making the purchases. Therefore, you will not be able to precisely time your purchases through the Plan, and will bear the market risk associated with fluctuations in the price of TSYS’ stock. That is, if you send in an initial or optional cash investment, it is possible that the market price of TSYS stock could go up or down before the broker purchases stock with your funds. In addition, you will not earn interest on initial or optional cash investments for the period before the shares are purchased.

 

How are my Plan shares held?

 

Shares of TSYS stock that you buy under the Plan will be maintained in your Plan account in book entry form. You will receive a periodic Plan statement detailing the status of your holdings.

 

 

 

Any TSYS shareholder may use the Plan’s “safekeeping” service to deposit his or her TSYS stock certificates at no cost. Safekeeping is beneficial because you no longer bear the risk and cost associated with the loss, theft, or destruction of stock certificates. With safekeeping, you have the option of receiving cash dividends, reinvesting your dividends or taking advantage of the sale of shares feature of the Plan. Certificates will be issued upon request to the Administrator.

 

To use the safekeeping service, send your certificates to the Administrator by registered mail or traceable delivery service with written instructions to deposit them in safekeeping. Do not endorse the certificates or complete the assignment section.

 

Can I obtain a stock certificate if I want one?

 

You can obtain certificates for all or some of the book-entry shares in your Plan account by notifying the Administrator.

 

Certificates will be issued for whole shares only. In the event your request involves a fractional share, a check for the value of the fractional share (less any applicable fees)

will be mailed to you. The Administrator will mail a certificate to you within two business days of the receipt of your request.

 

Certificates will be issued in the name(s) in which the account is registered, unless otherwise instructed. If the certificate is to be issued in a name other than your Plan account registration, you will be required to make a transfer of ownership before the certificate can be issued. The signature on the transfer instructions must be guaranteed by a financial institution participating in the Medallion Guarantee Program, as discussed under “What should I do if I want to transfer my Plan shares?” below.

 

How can I sell my shares?

 

You can sell any number of shares held in your Plan account by notifying the Administrator. The Administrator will make arrangements to sell TSYS stock as promptly as practicable. Requests for sales of Plan shares are generally processed daily. If a request to sell Plan shares is received before 1:00 p.m. Eastern Time, the sale request will, subject to market conditions and other factors, generally be processed that afternoon. Sale requests received after 1:00 p.m. Eastern Time will, subject to market conditions and other factors, generally be processed the next business day. The sale price will be the weighted average price of all shares sold for Plan participants during that period. You will receive the proceeds of the sale less a $15 sales transaction fee, a $0.12 per share trading fee, and any required tax withholdings.

 

You can choose to sell your shares through a stockbroker of your choice by requesting a certificate for your shares from the Administrator and delivering it to your broker. If you wish to transfer shares electronically to your brokerage account, please contact the Administrator.

 

Please note that if your total registered holdings fall below one share, the Administrator may liquidate the fractional share, remit the proceeds to you, less any applicable fees, and close your Plan account.

 

 

Because the Administrator will sell the shares on behalf of the Plan, neither TSYS nor any participant in the Plan has the authority or power to control the timing or pricing of shares sold or the selection of the broker making the sales. Therefore, you will not be able to precisely time

 

 

your sales through the Plan, and will bear the market risk associated with fluctuation in the price of TSYS’ stock. That is, if you send in a request to sell shares, it is possible that the market price of TSYS stock could go down or up before the stock is sold. In addition, you will not earn interest on a sales transaction.

 

What should I do if I want to transfer my Plan shares?

 

You can transfer TSYS shares to anyone you choose. You must transfer a whole number of shares unless you transfer your entire account. You may transfer shares to new or existing shareholders. In order to transfer the ownership of all or part of the whole shares of TSYS stock held in your Plan account, you must mail the Administrator instructions along with a properly signed stock power. The stock power form can be obtained from the Administrator, a bank or a stockbroker. You must have your signature guaranteed by a financial institution participating in the Medallion Guarantee program. The Medallion Guarantee program ensures that the individual signing the certificate is in fact the registered owner as it appears on the stock certificate or stock power. The Administrator will automatically place such new accounts in full dividend reinvestment status. The recipients of gifts or transfers, at their discretion, may then elect another option. The Administrator will send recipients of gifts or transfers a notice of such transfer.

 

How can I track my investments?

 

If you hold 100 or more shares of TSYS stock and participate in dividend reinvestment, the Administrator will mail you a quarterly statement showing all transactions (shares purchased, amounts invested, purchase prices) for your account including year-to-date share balance and other account information. If you hold less than 100 shares of TSYS stock, the Administrator will mail you an annual statement providing detail of each quarterly dividend reinvestment as well as any other transactions during the year. Supplemental statements or notices will be sent when you make an initial or optional cash investment, or a safekeeping deposit, transfer or withdrawal of shares. You may also view your Plan account and order duplicate statements through Investor ServiceDirect at www.bnymellon.com/shareowner/isd.

 

If you do not participate in dividend reinvestment, the Administrator will mail you a statement or notice confirming any transactions you make. If you continue to be enrolled in the Plan, but have no transactions, the Administrator will provide information regarding your holdings on your quarterly dividend check stub or, if you participate in direct deposit of your dividend, on your deposit advice stub.

 

Please retain your statements to establish the cost basis of shares purchased under the Plan for income tax and other purposes.

 

You should notify the Administrator promptly of any change in address since all notices, statements and reports will be mailed to your address of record.

 

 

Plan Service Fees

 

Sale Of Shares (partial or full):

Optional Cash Investments:

Returned Checks Or Rejected

Duplicate Statements:

 

The Administrator will deduct the applicable fees from either the investments or proceeds from a sale. All fees set forth above are subject to change following appropriate notice to Plan participants.

 

U.S. Federal Income Tax Information

 

The following is only a summary of the U.S. federal income tax consequences of participation in the Plan. It is written as of the date of this prospectus and tax laws and regulations may change. Also, this summary may not reflect every possible situation that could result from participating in the Plan. Accordingly, you should consult with your own tax advisor with respect to the federal, state, local, foreign and withholding tax consequences applicable to your particular situation.

 

In general, cash dividends on your shares of common stock are considered taxable income even though they are reinvested under the Plan.

 

Your tax basis for any shares purchased through the Plan is the price at which the shares are purchased, plus any applicable trading fee, as reflected on your statement or transaction advice.

 

Your holding period for shares purchased through the Plan begins on the day following the date of purchase.

 

You will generally realize a capital gain or loss for federal income tax purposes when shares are sold, based on the difference between the sales proceeds and the tax basis of shares that are sold. The capital gain or loss will be long-term if the shares were held for more than one year.

 

Plan participants who are subject to backup withholding will have their dividends reinvested less the tax withheld.

 

 

Foreign shareholders who are subject to U. S. federal tax withholding will have their dividends reinvested less the tax withheld. Foreign shareholders are responsible for filing any documentation required to obtain a reduction in or refund of U. S. withholding tax.

 

Use of Proceeds

 

We will receive proceeds from purchases of our stock under the Plan only if the shares purchased are newly issued shares of our stock or issued from treasury. We will not receive proceeds from purchases under the Plan if the shares are acquired in open market purchases for delivery under the Plan. Any proceeds that we receive from purchases of newly issued or treasury shares will be used for general corporate purposes. We cannot estimate the amount of these proceeds at this time.

 

Where You Can Find More Information About TSYS

 

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public through the Internet at the SEC web site at http://www.sec.gov and are also available on our web site at http://www.tsys.com. You may also read and copy any documents we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C., 20549. Please call the SEC at 1-800-732-0330 for further information on the public reference facilities and their copy charges. These reports and other information concerning us may also be inspected at the office of the NYSE located at 20 Broad Street, New York, NY 10005. For further information about obtaining copies of our public filings at the NYSE you should call 212-656-5060.

 

We have filed with the SEC a registration statement on Form S-3 to register the shares of TSYS stock offered hereby. This prospectus is part of the registration statement. As allowed by SEC rules, this prospectus does not contain all of the information that is in the registration statement and the exhibits to the registration statement. For further information regarding TSYS, investors should refer to the registration statement and its exhibits. The full registration statement can be obtained from the SEC as indicated above.

 

The SEC allows us to incorporate by reference the information we file with them into this prospectus. This means that we can disclose important information to you by referring you to another document that we have filed separately with the SEC that contains that information. The information incorporated by reference is considered to be part of this prospectus. Information that we file with the SEC after the date of this prospectus will automatically update and, where applicable, modify or supersede the information included or incorporated by reference in this prospectus. We incorporate by reference the documents listed below (other than any portions of any such documents that are not deemed “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with the Exchange Act and applicable SEC rules) and any future filings made by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of the initial filing of the registration statement of which this prospectus is a part and before the filing of a post-effective amendment to that registration statement that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold:

 

 

 

 

 

 

 

You may request a copy of these filings (excluding exhibits to those documents unless they are specifically incorporated by reference into those documents) at no cost by writing or telephoning us at the following address and phone number:

 

Total System Services, Inc.

One TSYS Way

Columbus, Georgia 31901

(706) 649-2310

 

Stock Splits, Stock Dividends and Other Distributions

 

In the event dividends are paid in TSYS stock, or if TSYS stock is distributed in connection with any stock split or similar transaction, each account will be adjusted to reflect the receipt of the common stock so paid or distributed.

 

Voting of Proxies

 

TSYS will send you proxy materials including a proxy card representing both the shares for which you hold certificates and the shares, full and fractional, in your Plan account. Your shares will be voted in accordance with your instructions. If you do not vote or if you return your proxy card unsigned none of your shares will be voted.

 

Responsibility of Administrator and TSYS

 

Neither TSYS nor the Administrator will be liable for any act performed in good faith or for any good faith omission to act. This includes, without limitation, any claims of liability for:

 

 

 

 

Neither TSYS nor the Administrator can assure you a profit or protect you against a loss on the shares you purchase under the Plan.

 

Plan Modification or Termination

 

TSYS reserves the right to suspend, modify or terminate the Plan at any time. You will receive notice of any such suspension, modification or termination. TSYS and the Administrator also reserve the right to change any administrative procedures of the Plan.

 

Change of Eligibility or Termination

 

TSYS reserves the right to deny, suspend or terminate participation by a shareholder who is using the Plan for purposes inconsistent with the intended purpose of the Plan. In such event, the Administrator will notify the shareholder in writing and will continue to safekeep their shares but will no longer accept optional cash investments or reinvest their dividends. The Administrator

 

 

will also issue a certificate upon request.

 

Foreign Participation

 

If you live outside of the U.S., you should first determine if there are any laws or governmental regulations that would prohibit your participation in the Plan. TSYS reserves the right to terminate participation of any shareholder if it deems it advisable under any foreign laws or regulations.

 

Legal Matters

 

Kathleen Moates, Senior Deputy General Counsel of TSYS, gave her opinion regarding the validity of the stock covered by this prospectus. Ms. Moates owns shares of TSYS stock and is eligible to participate in the Plan.

 

Experts

 

The consolidated financial statements and schedule of TSYS and subsidiaries as of December 31, 2007 and 2006, and for each of the years in the three-year period ended December 31, 2007, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2007, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2007 financial statements refers to TSYS’ adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes- an Interpretation of FASB Statement No. 109, the adoption of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, and the adoption of Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.

 

 

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following statement sets forth the estimated amounts of expenses, other than underwriting discounts, to be borne by Total System Services, Inc. (the “Company”) in connection with the offerings described in this Registration Statement:

 

 

Item 15. Indemnification of Directors and Officers.

Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code provides that a corporation may indemnify or obligate itself to indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if such individual conducted himself or herself in good faith and such individual reasonably believed, in the case of conduct in an official capacity, that such conduct was in the best interests of the corporation and, in all other cases, that such conduct was at least not opposed to the best interests of the corporation and, in the case of any criminal proceeding, such individual had no reasonable cause to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia Business Corporation Code provides that a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred if it is determined that the director has met the relevant standard of conduct, or in connection with any proceeding with respect to conduct under Section 14-2-851 of the Georgia Business Corporation Code for which he was adjudged liable on the basis that personal benefit was improperly received by him, whether or not involving action in his official capacity. Notwithstanding the foregoing, pursuant to Section 14-2-854 of the Georgia Business Corporation Code, a court may order a corporation to indemnify a director or advance expenses if such court determines that the director is entitled to indemnification under the Georgia Business Corporation Code or that the director is fairly and reasonably entitled to indemnification or advance of expenses in view of all the relevant circumstances, whether or not such director met the standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of the Georgia Business Corporation Code, failed to comply with Section 14-2-853 of the Georgia Business Corporation Code or was adjudged liable as described in paragraph (1) or (2) of subsection (d) of Section 14-2-851 of the Georgia Business Corporation Code.

 

Section 14-2-852 of the Georgia Business Corporation Code provides that to the extent that a director has been successful, on the merits or otherwise, in the defense of any proceeding to which he was a party, because he or she is or was a director of the corporation, the corporation shall indemnify the director against reasonable expenses incurred by the director in connection therewith.

 

Section 14-2-857 of the Georgia Business Corporation Code provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and if he or she is not a director to such further extent as may be provided in its articles of incorporation, bylaws, resolution of its board of directors or contract except for liability

 

 

arising out of conduct specified in Section 14-2-857(a)(2) of the Georgia Business Corporation Code. Section 14-2-857 of the Georgia Business Corporation Code also provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 14-2-852 and is entitled to apply for court ordered indemnification or advances for expenses under Section 14-2-854, in each case to the same extent as a director. In addition, Section 14-2-857 provides that a corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, action of its board of directors or contract.

 

In accordance with Article VIII of the Company’s Bylaws, every person who is or was (and the heirs and personal representatives of such person) a director, officer, employee or agent of the Company shall be indemnified and held harmless by the Company to the fullest extent permitted under the Georgia Business Corporation Code from and against the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), and reasonable expenses (including attorneys’ fees and disbursements) that may be imposed upon or incurred by him or her in connection with or resulting from any threatened, pending, or completed, action, suit, or proceeding, whether civil, criminal, administrative, investigative, formal or informal, in which he or she is, or is threatened to be made, a named defendant or respondent: (a) because he or she is or was a director, officer, employee, or agent of the Company; (b) because he or she is or was serving at the request of the Company as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; or (c) because he or she is or was serving as an employee of the corporation who was employed to render professional services as a lawyer or accountant to the corporation; regardless of whether such person is acting in such a capacity at the time such obligation shall have been imposed or incurred, if (i) such person acted in a manner he or she believed in good faith to be in or not opposed to the best interest of such corporation, and, with respect to any criminal proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful or (ii), with respect to an employee benefit plan, such person believed in good faith that his or her conduct was in the interests of the participants in and beneficiaries of the plan.

 

Pursuant to Article VIII of the Bylaws of the Company, reasonable expenses incurred in any proceeding shall be paid by the Company in advance of the final disposition of such proceeding if authorized by the Board of Directors in the specific case, or if authorized in accordance with procedures adopted by the Board of Directors, upon receipt of a written undertaking executed personally by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company, and a written affirmation of his or her good faith belief that he or she has met the standard of conduct required for indemnification.

 

The foregoing rights of indemnification and advancement of expenses are not intended to be exclusive of any other right to which those indemnified may be entitled, and the Company has reserved the right to provide additional indemnity and rights to its directors, officers, employees or agents to the extent they are consistent with law.

 

The Company carries insurance for the purpose of providing indemnification to its directors and officers. Such policy provides for indemnification of the Company for losses and expenses it might incur to its directors and officers for successful defense of claims alleging negligent acts, errors, omissions or breach of duty while acting in their capacity as directors or officers and indemnification of its directors and officers for losses and expense upon the unsuccessful defense of such claims. The Company has also entered into indemnification agreements with its directors and certain of its officers providing contractual indemnification to the fullest extent possible under Georgia law.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Act”), may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.

Item 16. Exhibits.

 

 

* Filed herewith.

Item 17. Undertakings.

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 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (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 (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission 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, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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.

 

 

5.     That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

6.     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 benefits 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.

7.     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 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 of 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.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Columbus, State of Georgia, on the 24th day of November 2008.

 

TOTAL SYSTEM SERVICES, INC.

(Registrant)

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Philip W. Tomlinson and M. Troy Woods and each of them, his true and lawful attorney(s)-in-fact and agent(s), with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

James H. Blanchard,

Director and Chairman of the

Executive Committee

 

Philip W. Tomlinson,

Principal Executive Officer

and Chairman of the Board

 

M. Troy Woods,

President and Director

 

 

 

James B. Lipham,

Senior Executive Vice President

and Principal Financial Officer

 

Dorenda K. Weaver,

Chief Accounting Officer

 

Richard E. Anthony,

Director

 

Richard Y. Bradley,

Director

 

Kriss Cloninger III,

Director

 

Walter W. Driver, Jr.,

Director

 

Gardiner W. Garrard, Jr.,

Director

 

Sidney E. Harris,

Director

 

Alfred W. Jones III,

Director

 

Mason H. Lampton,

Director

 

 

H. Lynn Page,

Director

 

W. Walter Miller, Jr.,

Director

 

John T. Turner,

Director

 

Richard W. Ussery,

Director

 

James D. Yancey,

Director

 

Rebecca K. Yarbrough,

Director

 

 

* Filed herewith.