As filed with the Securities and Exchange Commission on July 10, 2012

Registration File No. 2-92497

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Total System Services, Inc.

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

 

Georgia		58-1493818
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

 

 

One TSYS Way

Columbus, Georgia 31901

(706) 649-2310

(Address, including zip code, and telephone number,

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

 

 

Total System Services, Inc. Employee Stock Purchase Plan

(Full title of the Plan)

 

 

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)

 

 

Indicate by check mark whether the 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.

 

Large accelerated filer		x		Accelerated Filer		¨
Non-accelerated filer		¨  (do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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DEREGISTRATION OF SECURITIES

The purpose of this Post-Effective Amendment No. 1 is to deregister any shares and plan participation interests remaining under the Registration Statement on Form S-8 (Registration No. 2-92497) previously filed by Total System Services, Inc. (the “Company”) on August 1, 1984 with the Securities and Exchange Commission, pertaining to the registration of shares of the Company’s common stock, par value $.10 per share, and plan participation interests offered to eligible employees of the Company and to its subsidiaries pursuant to the Total System Services, Inc. Employee Stock Purchase Plan (“Plan”). On May 1, 2012, the Company’s shareholders approved the Total System Services, Inc. 2012 Employee Stock Purchase Plan (the “New Plan”), and the New Plan became effective on July 1, 2012. Concurrently with the effectiveness of the New Plan, the Plan terminated and no additional shares of common stock will be offered under the Plan.

 

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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-8 and has duly caused this Post Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Georgia, on the 10th day of July, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Plan has duly caused this Post Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus and State of Georgia on the 10th day of July, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

 

/s/ Philip W. Tomlinson				Date: July 10, 2012
Philip W. Tomlinson,
Principal Executive Officer and Chairman of the Board
/s/ M. Troy Woods				Date: July 10, 2012
M. Troy Woods,
President and Director
/s/ James B. Lipham				Date: July 10, 2012
James B. Lipham,
Senior Executive Vice President and Principal Financial Officer
/s/ Dorenda K. Weaver				Date: July 10, 2012
Dorenda K. Weaver,
Chief Accounting Officer
				Date:
James H. Blanchard,
Director

 

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/s/ Richard Y. Bradley				Date: July 10, 2012
Richard Y. Bradley,
Director
/s/ Kriss Cloninger III				Date: July 10, 2012
Kriss Cloninger III,
Director
				Date:
Walter W. Driver, Jr.,
Director
/s/ Gardiner W. Garrard, Jr.				Date: July 10, 2012
Gardiner W. Garrard, Jr.,
Director
/s/ Sidney E. Harris				Date: July 10, 2012
Sidney E. Harris,
Director
/s/ Mason H. Lampton				Date: July 10, 2012
Mason H. Lampton,
Director
				Date:
H. Lynn Page,
Director
/s/ John T. Turner				Date: July 10, 2012
John T. Turner,
Director
/s/ Richard W. Ussery				Date: July 10, 2012
Richard W. Ussery,
Director
/s/ James D. Yancey				Date: July 10, 2012
James D. Yancey,
Director
/s/ Rebecca K. Yarbrough				Date: July 10, 2012
Rebecca K. Yarbrough,
Director

 

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