18/09/2019 12:42pm
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 18, 2019 Registration No.333- 25401 Registration No.333- 41775 Registration No.333- 104142 Registration No.333- 142791 Registration No.333- 148449 Registration No.333- 181790 Registration No.333- 189733 Registration No.333- 217544 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-25401) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-41775) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-104142) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-142791) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-148449) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-181790) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-189733) POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-217544) TO FORM S-8 REGISTRATION STATEMENT UNDER THESECURITIES ACT OF 1933 Total System Services, Inc. (Global Payments Inc., as successor by merger to Total System Services, Inc.) (Exact Name of Registrant as Specified in Its Charter) c/o Global Payments Inc. 3550 Lenox Road Atlanta,Georgia 30326 (770) 829-8000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices) Total System Services, Inc. 1992 Long-Term Incentive Plan Total System Services, Inc. 2002 Long-Term Incentive Plan Total System Services, Inc. 2007 Omnibus Plan Total System Services, Inc. 2008 Omnibus Plan Total System Services, Inc. 2012 Employee Stock Purchase Plan Amended and Restated NetSpend Holdings, Inc. 2004 Equity Incentive Plan for Options and Restricted Shares assumed by the Registrant Total System Services, Inc. 2017 Omnibus Plan (Full Title of the Plans) David L.Green Senior Executive Vice President, General Counsel and Secretary Global Payments Inc. 3550 Lenox Road Atlanta,Georgia 30326 (770) 829-8256 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies To: Edward D. Herlihy JacobA. Kling Wachtell, Lipton, Rosen& Katz 51 West 52nd Street NewYork, New York 10019 (212)403-1000 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B) of the Securities Act. ☐ DEREGISTRATION OF UNSOLD SECURITIES Total System Services, Inc., a Georgia corporation (the Registrant), is filing these Post-Effective Amendments (these Post-EffectiveAmendments) to the following Registration Statements on Form S-8 (collectively, the Registration Statements), which have been previously filed by the Registrant with the Securities andExchange Commission (the Commission), to deregister any and all securities registered but unsold or otherwise unissued as of the date hereof under: Registration Statement No.333-25401, filed with the Commission onApril18, 1997, registering 1,600,000 shares of common stock, par value $0.10 per share (Common Stock), of the Registrant under the Total System Services, Inc. 1992 Long-Term Incentive Plan; Registration Statement No.333-41775, filed with the Commission onDecember9, 1997, registering 533,500 shares of Common Stock under the Total System Services, Inc. 1992 Long-Term Incentive Plan; Registration Statement No.333-104142, filed with the Commission onMarch31, 2003, registering 9,355,299 shares of Common Stock under the Total System Services, Inc. 2002 Long-Term Incentive Plan; Registration Statement No.333-142791, filed with the Commission onMay10, 2007, registering 5,000,000 shares of Common Stock under the Total System Services, Inc. 2007 Omnibus Plan; Registration Statement No.333-148449, filed with the Commission onJanuary3, 2008, registering 17,000,000 shares of Common Stock under the Total System Services, Inc. 2008 Omnibus Plan; Registration Statement No.333-181790, filed with the Commission onMay31, 2012, registering 10,000,000 shares of Common Stock under the Total System Services, Inc. 2012 Employee Stock Purchase Plan; Registration Statement No.333-189733, filed with the Commission onJuly1, 2013, registering 2,018,150 shares of Common Stock in respect of the awards issued under the Amended and Restated NetSpend Holdings, Inc. 2004 Equity Incentive Plan for Options and Restricted Shares assumed by the Registrant inconnection with its acquisition of NetSpend Holdings, Inc. on July1, 2013; and Registration Statement No.333-217544, filed with the Commission onApril28, 2017, registering 15,000,000 shares of Common Stock under the Total System Services, Inc. 2017 Omnibus Plan. OnSeptember17, 2019, pursuant to the Agreement and Plan of Merger, dated as of May27, 2019, by and between Global Payments Inc. (Global Payments) and the Registrant, the Registrant merged with and into Global Payments (themerger), with Global Payments continuing as the surviving corporation of the merger. In connection with the completion of the merger, theofferings pursuant to the Registration Statements have been terminated. In accordance with the undertakings made by the Registrant in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, anysecurities that had been registered for issuance but remain unsold at the termination of the offerings, the Registrant hereby removes from registration any and all Common Stock and any other securities of the Registrant registered but unsold underthe Registration Statements as of the date hereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Global Payments, as successor by merger to the Registrant, certifies that it hasreasonable grounds to believe that the registrant meets all of the requirements for filing on Form S-8 and has duly caused the Post-Effective Amendments to the above-referenced Registration Statements to besigned on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on this 18th day of September, 2019. Note: No other person is required to sign these Post-Effective Amendments to the above-referenced RegistrationStatements in reliance on Rule 478 under the Securities Act of 1933, as amended.Georgia 58-1493818 (State or other jurisdiction of
incorporation or organization)(I.R.S. Employer
Identification No.)Largeacceleratedfiler ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smallerreportingcompany ☐ Emerginggrowthcompany ☐ GLOBAL PAYMENTS INC. as successor by merger to Total System Services, Inc. By: /s/ David L. Green Name: David L. Green Title: Senior Executive Vice President, General
Counsel and Corporate Secretary
