-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sp1tTZfZ1zUgdRVO80HNDbFftNjN3gpOxRYXbIUmrYm8Xx0dX1YYDVswtH31UARL HZpn+hoQdYry/dkEbfNafg== 0000721683-03-000004.txt : 20030305 0000721683-03-000004.hdr.sgml : 20030305 20030305091806 ACCESSION NUMBER: 0000721683-03-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030304 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL SYSTEM SERVICES INC CENTRAL INDEX KEY: 0000721683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 581493818 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10254 FILM NUMBER: 03592256 BUSINESS ADDRESS: STREET 1: 1600 FIRST AVENUE STREET 2: P O BOX 1755 CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066492267 MAIL ADDRESS: STREET 1: 1600 FIRST AVENUE CITY: COLUMBUS STATE: GA ZIP: 31901 8-K 1 filing8k.txt 8-K FILING 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 March 4, 2003 (Earliest Event Reported) Total System Services, Inc. --------------------------- (Exact Name of Registrant as Specified in its Charter) Georgia 1-10254 58-1493818 - -------------- ------------------ ------------- (State of (Commission File (IRS Employer Incorporation) Number) Identification Number) 1600 First Avenue, Columbus, Georgia 31901 ------------------------------------------- (Address of principal executive offices) (706) 649-2267 ---------------------------- (Registrant's Telephone Number) ----------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. - ------ ------------ On March 4, 2003, Total System Services, Inc. ("Registrant") issued a press release with respect to the projected earnings per share impact of its recently announced processing services and software agreement with Bank One Corporation and with respect to its reaffirmation of its net income projection for 2003. A copy of Registrant's press release regarding the announcement referenced above is attached hereto as Exhibit 99 and by this reference is hereby incorporated by reference into this Form 8-K and made a part hereof. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ------- ------------------------------------------------------------------ (a) Financial Statements - None. (b) Pro Forma Financial Information - None. (c) Exhibits 99 - Registrant's press release, March 4, 2003. 2 Signature --------- 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: March 5, 2003 By:/s/ Kathleen Moates -------------------- ----------------------------------- Kathleen Moates Senior Deputy General Counsel 3 EX-99 3 press.txt PRESS RELEASE Exhibit 99 [LOGO] News Release - ------------------- For Immediate Release - --------------------- Contact: Leo S. Berard TSYS Investor Relations 706.649.5220 leoberard@tsys.com TSYS Reaffirms Outlook for 2003 Columbus, Ga., March 4, 2003 -- TSYS today announced that Richard W. Ussery, chairman of the board and CEO of TSYS, will present at the CSFB Fifth Annual Global Services Growth Conference in Phoenix, Ariz., on March 10, 2003, at 2:30 p.m. MST. Mr. Ussery will discuss industry trends, the general condition of TSYS and the long-term strategic outlook for TSYS, including the impact of its recently announced processing services and software agreement with Bank One. A live broadcast of the presentation will be available at www.tsys.com, within the "Conference Calls and Webcasts" section of the Investor Relations page. The replay will be available about one hour after the live presentation ends and will be accessible for 30 days. TSYS also announced the projected earnings per share (EPS) impact of its processing services and software agreement with Bank One. Under the agreement, TSYS will provide bankcard processing services to Bank One's credit card accounts for at least two years (excluding statement and card production services), and then license its TS2 consumer and commercial software to Bank One under a perpetual license with a six year payment term. The processing services and software agreement will be accounted for using the percentage-of-completion method of accounting, which recognizes revenue in proportion to expenses incurred. The 2003 EPS impact of the Bank One agreement is expected to be immaterial, with the 2004 EPS contribution from the agreement expected to range from $0.03 to $0.04. Beginning in 2005 and continuing thereafter through the payment term of the license, the EPS contribution of the Bank One agreement is expected to exceed $0.04. TSYS also today reaffirms that it expects its 2003 net income to exceed its 2002 net income by 12-15 percent. About TSYS TSYS (NYSE: TSS) (www.tsys.com) brings integrity and innovation to the world of electronic payment and transactions as the integral link between buyers and sellers in this rapidly evolving universe. Synovus (NYSE: SNV) owns an 81-percent interest in TSYS. For more information, contact news@tsys.com. This press release contains statements that constitute "forward-looking statements" within the meaning of the Securities Act of 1993 and the Securities Exchange Act of 1934 as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements regarding the projected impact of TSYS' agreement with Bank One on its earnings per share for the years 2003 through 2005 and TSYS' expected growth in net income for 2003. Prospective investors are cautioned that any such -- more -- TSYS reaffirms outlook for 2003/p. 2 forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release. Many of these factors are beyond TSYS' ability to control or predict. These factors include, but are not limited to, TSYS experiences delays in converting Bank One's accounts to its platforms; TSYS is unable to modify its software to meet Bank One's specifications; TSYS is unable to control its costs; changes occur in accounting literature and interpretations; TSYS' software is unable to perform in Bank One's operating environment; TSYS' number of outstanding shares increases; revenues are lower than anticipated; internal growth rates for TSYS' existing customers are lower than anticipated; TSYS is unable to control expenses and increase market share; hostilities increase in the Middle East or elsewhere; adverse developments with respect to the credit card industry in general; TSYS is unable to successfully manage any impact from slowing economic conditions or consumer spending; adverse developments with respect to sub-prime clients; and overall market conditions. Additional factors that could cause actual results to differ materially from those contemplated in this press release can be found in TSYS' filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. 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. -----END PRIVACY-ENHANCED MESSAGE-----