SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 1, 2005
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Date of Report
(Date of Earliest Event Reported)
Total System Services, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Georgia 1-10254 58-1493818
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1600 First Avenue, Columbus, Georgia 31901
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(Address of principal executive offices) (Zip Code)
(706) 649-2267
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(Registrant's telephone number,
including area code)
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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Effective February 1, 2005, Total System Services, Inc.
("TSYS") made restricted stock award grants of 500 restricted
shares to each of its non-employee directors pursuant to
TSYS' 2002 Long-Term Incentive Plan ("Plan"), which shares
will vest after three years. The restricted stock awards were
evidenced by a Non-Employee Director Restricted Stock Award
Agreement in the form filed as Exhibit 10.1 hereto and
incorporated by reference herein, which agreement is the form
of Non-Employee Director Restricted Stock Award Agreement to
be used by TSYS in connection with restricted stock award
grants to directors under the Plan.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits
Exhibit No. Description
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10.1 Form of Non-Employee Director Restricted
Stock Award Agreement for use in
connection with the TSYS 2002 Long-Term
Incentive Plan
Signature
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOTAL SYSTEM SERVICES, INC.
("Registrant")
Dated: February 3, 2005 By:/s/ Kathleen Moates
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Senior Deputy General Counsel
Kathleen Moates