-----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, Nr8gigTYHOHx1wOiT54K3PrPGjYWtAD1109Mx2QCLyGtUk63YZCh5Q2ZDxBfNF70 zWx5qemh+rrgVWOuE/9xEw== 0000721683-97-000010.txt : 19970421 0000721683-97-000010.hdr.sgml : 19970421 ACCESSION NUMBER: 0000721683-97-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970418 EFFECTIVENESS DATE: 19970418 SROS: NYSE 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25401 FILM NUMBER: 97583230 BUSINESS ADDRESS: STREET 1: 1200 SIXTH AVE STREET 2: P O BOX 1755 CITY: COLUMBUS STATE: GA ZIP: 31902 BUSINESS PHONE: 7066492267 MAIL ADDRESS: STREET 1: P O BOX 2506 CITY: COLUMBUS STATE: GA ZIP: 31902-2506 S-8 1 As filed with the Securities and Exchange Commission on April 18, 1997. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOTAL SYSTEM SERVICES, INC. (Exact name of registrant as specified in its charter) Georgia 54-1493818 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1200 Sixth Avenue Columbus, Georgia 31901 (Address of Principal (Zip Code) Executive Offices) -------------------------------------------------------------- TOTAL SYSTEM SERVICES, INC. 1992 LONG-TERM INCENTIVE PLAN (Full Title of the Plan) -------------------------------------------------------------- Kathleen Moates Deputy General Counsel 901 Front Avenue Suite 202 Columbus, Georgia 31901 (706) 649-4818 ---------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE =============================================================================== Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Aggregate Registration Registered Registered Price Per Share Offering Price Fee - ------------------------------------------------------------------------------- Common Stock, $.10 par value 1,600,000 $26.88 $43,008,000 $13,033 Maximum number of shares which may be issued by Total System Services, Inc. under the 1992 Long-Term Incentive Plan. Determined pursuant to Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee and represents the average of the high and low prices of the Common Stock of Total System Services, Inc. on the New York Stock Exchange on April 16, 1997.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents and information previously filed by Total System Services, Inc. (the "Company") with the Securities and Exchange Commission are incorporated herein by reference in this Registration Statement as of their respective dates: a. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. b. All other reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the Annual Report referred to in paragraph (a) above. c. The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 17, 1989. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The legality of the securities offered hereby has been rendered by Kathleen Moates, Deputy General Counsel of the Company. 2 Item 6. 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. 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 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, action 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 from and against the obligation to pay a 3 judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefits 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 or 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. Item 7. Exemption from Registration Claimed. Not applicable. 4 Item 8. Exhibits. Exhibit Number 4.1 Articles of Incorporation of the Company. 4.2 Bylaws, as amended, of the Company, incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, as filed with the Securities and Exchange Commission on March 20, 1997. 5 Legal opinion of Kathleen Moates, Deputy General Counsel of the Company, as to the legality of the securities being offered. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 The consent of Kathleen Moates, Deputy General Counsel of the Company, is contained in her opinion filed as Exhibit 5. 24 Powers of Attorney contained on the signature pages of this Registration Statement. Item 9. Undertakings. (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement 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. (2) That, for the purpose of determining any liability under the Securities Act, 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. (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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. 5 (c) Insofar as indemnification for liabilities arising under the Securities 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. 6 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 the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. TOTAL SYSTEM SERVICES, INC. (Registrant) April 18, 1997 By:/s/Richard W. Ussery -------------------- Richard W. Ussery, Chairman and Principal Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James H. Blanchard, Richard W. Ussery and Philip W. Tomlinson, 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. /s/James H. Blanchard Date: April 18, 1997 - ------------------------------------------------ James H. Blanchard, Director and Chairman of the Executive Committee /s/Richard W. Ussery Date: April 18, 1997 - ------------------------------------------------ Richard W. Ussery, Chairman of the Board and Principal Executive Officer /s/Philip W. Tomlinson Date: April 18, 1997 - ------------------------------------------------ Philip W. Tomlinson, President and Director /s/James B. Lipham Date: April 18, 1997 - ------------------------------------------------ James B. Lipham, Executive Vice President, Treasurer, Principal Accounting and Financial Officer /s/William A. Pruett Date: April 18, 1997 - ------------------------------------------------ William A. Pruett, Executive Vice President /s/M. Troy Woods Date: April 18, 1997 - ------------------------------------------------ M. Troy Woods, Executive Vice President /s/Griffin B. Bell Date: April 18, 1997 - ------------------------------------------------ Griffin B. Bell, Director /s/Richard Y. Bradley Date: April 18, 1997 - ----------------------------------------------- Richard Y. Bradley, Director /s/Gardiner W. Garrard, Jr., Date: April 18, 1997 - ----------------------------------------------- Gardiner W. Garrard, Jr., Director /s/John P. Illges, III Date: April 18, 1997 - ------------------------------------------------ John P. Illges, III, Director /s/Mason H. Lampton Date: April 18, 1997 - ------------------------------------------------ Mason H. Lampton, Director /s/Samuel A. Nunn Date: April 18, 1997 - ------------------------------------------------ Samuel A. Nunn, Director /s/H. Lynn Page Date: April 18, 1997 - ------------------------------------------------ H. Lynn Page, Director /s/W. Walter Miller, Jr. Date: April 18, 1997 - ------------------------------------------------ W. Walter Miller, Jr., Director /s/William B. Turner Date: April 18, 1997 - ----------------------------------------------- William B. Turner, Director /s/George C. Woodruff, Jr. Date: April 18, 1997 - ----------------------------------------------- George C. Woodruff, Jr., Director /s/James D. Yancey Date: April 18, 1997 - ------------------------------------------------ James D. Yancey, Director EXHIBIT INDEX Exhibit Sequential Number Description Page No. 4.1 Articles of Incorporation of the Company. 4.2 Bylaws, as amended, of the Company incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, as filed with the Securities and Exchange Commission on March 20, 1997. 5 Legal opinion of Kathleen Moates, Deputy General Counsel of the Company, as to the legality of the securities being offered. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 The consent of Kathleen Moates, Deputy General Counsel of the Company, is contained in her opinion filed as Exhibit 5. 24 Powers of Attorney contained on the signature pages of this Registration Statement. EX-4.1 2 ARTICLES OF INCORPORATION OF TOTAL SYSTEM SERVICES, INC., AS AMENDED ARTICLE I The name of the corporation is Total System Services, Inc. ARTICLE II The corporation shall have perpetual duration. ARTICLE III The corporation is organized pursuant to the provisions of the Georgia Business Corporation Code. ARTICLE IV The corporation is a corporation for profit and is organized for the following general purposes: (a) To engage in providing data processing and data transmission services, data bases and facilities (including data processing and data transmission hardware, software, documentation and operating personnel) for the internal operations of CB&T Bancshares, Inc., and its subsidiaries, as a subsidiary corporation of Columbus Bank and Trust Company as defined under the provisions of the Financial Institutions Code of Georgia; (b) To engage in providing data processing and transmission services, facilities and data bases, or access to such services, facilities and data bases, to others by technologically feasible means, where the data to be processed and transmitted is of a financial, banking or economic nature (specifically including bank card transactions), as a subsidiary corporation of Columbus Bank and Trust Company as defined under the provisions of the Financial Institutions Code of Georgia; (c) To engage in providing purchasing services for CB&T Bancshares, Inc. and its subsidiaries, including Columbus Bank and Trust Company, as a subsidiary corporation of Columbus Bank and Trust Company as defined under the provisions of the Financial Institutions Code of Georgia; (d) To purchase, own, maintain and repair personal and real property as may be necessary and/or desirable to carry on its activities relating to the foregoing in connection with its existence as a subsidiary corporation of Columbus Bank and Trust Company as defined under the provisions of the Financial Institutions Code of Georgia; and (e) To engage in any lawful business or activity relating to the foregoing in connection with its existence as a subsidiary corporation of Columbus Bank and Trust Company as defined under the provisions of the Financial Institutions Code of Georgia. Article V The maximum number of shares of capital stock that the corporation shall be authorized to have outstanding at any time shall be 300,000,000 shares. The sole class of capital stock of the corporation shall be common stock of the par value of $.10 per share; and the amount of capital with which the corporation shall begin business shall not be less than $500. The Corporation may acquire its own shares and shares so acquired shall become treasury shares. ARTICLE VI No shareholder of the corporation shall have any preemptive right to purchase, subscribe for or otherwise acquire any shares of stock of any class of the corporation, or any series of any class, or any options, rights or warrants to purchase any shares of any class, or any series of any class, or any other of the securities of the corporation convertible into or carrying an option to purchase shares of any class, or any series of any class, whether now or hereafter authorized, and the Board of Directors of the corporation may authorize the issuance of shares of stock of any class, and series of the same class, or options, rights or warrants to purchase shares of any class, or any series of any class, or any securities convertible into or carrying an option to purchase shares of any class, or any series of any class, without offering such issue of shares, options, rights, warrants or other securities, either in whole or in part, to the shareholders of the corporation. ARTICLE VII The Board of Directors of the corporation may authorize the issuance of bonds, debentures and other evidences of indebtedness of the corporation and may fix all of the terms thereof, including, without limitation, the convertibility thereof into shares of stock of the corporation of any class, or any series of the same class. ARTICLE VIII The Board of Directors of the corporation shall be divided into three classes, with each class to be as nearly equal in number as possible. At the first annual meeting of the shareholders of the corporation, all members of the Board of Directors shall be elected with the terms of office of directors comprising the first class to expire at the first annual meeting of the shareholders of the corporation after their election, the terms of office of directors comprising the second class to expire at the second annual meeting of the shareholders of the corporation after their election and the terms of office of directors comprising the third class to expire at the third annual meeting of the shareholders of the corporation after their election, and as their terms of office expire, the directors of each class will be elected to hold office until the third succeeding annual meeting of the shareholders of the corporation after their election. ARTICLE IX The shareholder vote or action required to: (i) approve any merger or consolidation of the corporation with or into any other corporation, and the sale, lease, exchange or other disposition of all, or substantially all, of the assets of the corporation to or with any other corporation, person or entity, with respect to which the approval of the corporation's shareholders is required by the provisions of the Georgia Business Corporation Code; (ii) fix, from time to time, the number of members of the Board of Directors of the corporation; (iii) remove a member of the Board of Directors of the corporation; (iv) call a special meeting of the shareholders of the corporation; and (v) alter, delete or rescind any provisions of the corporation's Articles of Incorporation, shall be 80% of the total issued and outstanding shares of the corporation's common stock of the par value of $.10 per share. ARTICLE X The initial registered office of the corporation shall be 1000 Fifth Avenue, Columbus, Georgia 31901, and the initial registered agent of the corporation at said address shall be Kenneth E. Evans. ARTICLE XI The initial Board of Directors of the corporation shall consist of fifteen members, whose names and addresses are as follows: Name Address Richard H. Bickerstaff 6345 Mountainview Drive Columbus, Georgia 31904 James H. Blanchard 6200 Mountainview Drive Columbus, Georgia 31904 Lovick P. Corn 2500 Fairway Avenue Columbus, Georgia 31906 C.W. Curry 2814 Techwood Drive Columbus, Georgia 31906 Gardiner W. Garrard, Jr. 6551 Green Island Drive Columbus, Georgia 31904 John P. Illges, III 6301 Waterford Road Columbus, Georgia 31904 G. Gunby Jordan 666 Barschall Drive Columbus, Georgia 31904 William M. McVay 3359 Windemere Street Columbus, Georgia 31904 H. Lynn Page 421 Westmoreland Road Columbus, Georgia 31904 Edwin W. Rothschild 2422 Craigston Drive Columbus, Georgia 31906 Philip W. Tomlinson 6044 Seaton Drive Columbus, Georgia 31904 William B. Turner 3132 Hilton Avenue Columbus, Georgia 31906 Richard W. Ussery 6160 Seaton Drive Columbus, Georgia 31905 George C. Woodruff, Jr. 6201 Waterford Road Columbus, Georgia 31904 James D. Yancey 612 Ascot Way Columbus, Georgia 31904 ARTICLE XII The name and address of the incorporator of the corporation is J. Quentin Davidson, Jr., 828 Broadway, Columbus, Georgia 31901. ARTICLE XIII Any action required by law or permitted to be taken at any shareholders' meeting may be taken without a meeting if, and only if, written consent, setting forth the action so taken, shall be signed by all of the shareholders of record of common stock of the corporation entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the shareholders and shall be filed with the Secretary and recorded in the Minute Book of the corporation. ARTICLE XIV (a) The Board of Directors of the corporation may, if it deems it advisable, oppose a tender or other offer for the corporation's securities, whether the offer is in cash or in the securities of a corporation or otherwise. When considering whether to oppose an offer, the Board of Directors may, but is not legally obligated to, consider any pertinent issues; by way of illustration, but not of limitation, the Board of Directors may, but shall not be legally obligated to, consider all or any of the following: (i) whether the offer price is acceptable based on the historical and present operating results or financial condition of the corporation; (ii) whether a more favorable price could be obtained for the corporation's securities in the future; (iii) the impact which an acquisition of the corporation would have on the employees and customers of the corporation and its subsidiaries and the communities which they serve; (iv) the reputation and business practices of the offeror and its management and affiliates as they would affect the employees and customers of the corporation and its subsidiaries and the future value of the corporation's stock; (v) the value of the securities, if any, that the offeror is offering in exchange for the corporation's securities, based on an analysis of the worth of the corporation as compared to the offeror or any other entity whose securities are being offered; and (vi) any antitrust or other legal or regulatory issues that are raised by the offer. (b) If the Board of Directors determines that an offer should be rejected, it may take any lawful action to accomplish its purpose including, but not limited to, any or all of the following: (i) advising shareholders not to accept the offer; (ii) litigation against the offeror; (iii) filing complaints with governmental and regulatory authorities; (iv) acquiring the corporation's securities; (v) selling or otherwise issuing authorized but unissued securities of the corporation or treasury stock or granting options or rights with respect thereto; (vi) acquiring a company to create an antitrust or other regulatory problem for the offeror; and (vii) soliciting a more favorable offer from another individual or entity. ARTICLE XV No director shall be personally liable to the corporation or its shareholders for monetary damages for any breach of duty of care or other duty. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law: (i) for the appropriation in violation of his duties of any business opportunity of the corporation; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for any action for which the director could be found liable pursuant to Section 14-2-154 of the Official Code of Georgia Annotated, or any amendment thereto or successor provision thereto; or (iv) for any transaction from which the director derived an improper personal benefit. This provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to July 1, 1987. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. EX-5 3 April 18, 1997 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street Washington, D.C. 20549 Ladies and Gentlemen: As Deputy General Counsel of Total System Services, Inc. (the "Registrant"), I am familiar with the preparation and filing of the Registrant's Registration Statement on Form S-8, pursuant to which the Registrant proposes to register 1,600,000 shares of its $.10 par value common stock ("Registrant's Common Stock") issued pursuant to the Total System Services, Inc. 1992 Long-Term Incentive Plan ("Plan"). I have examined, and am familiar with, the originals or copies, certified or otherwise, of the documents, corporate records and other instruments of the Registrant relating to the Registrant's Common Stock issued pursuant to the Plan which I deem relevant and which form the basis of the opinion hereinafter set forth. I am of the opinion that under the laws of the State of Georgia, the jurisdiction in which the Registrant is incorporated and the jurisdiction in which the Registrant has its principal office, the shares of Registrant's Common Stock offered under the Plan will, when issued in accordance with the terms of such Plan, be duly authorized, validly issued and outstanding, and will be fully paid and non-assessable shares of the Registrant's Common Stock, and no personal liability will attach to the holders of any of the shares of the Registrant's Common Stock. The undersigned counsel to the Registrant hereby consents to the use of my opinion as Exhibit 5 to the aforesaid Registration Statement. Sincerely, /s/Kathleen Moates Kathleen Moates KM/bmk EX-23.1 4 Independent Auditors' Consent The Board of Directors Total System Services, Inc. We consent to the use of our reports incorporated herein by reference. /s/KPMG Peat Marwick LLP KPMG PEAT MARWICK LLP Atlanta, Georgia April 18, 1997 EX-24 5 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 the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. TOTAL SYSTEM SERVICES, INC. (Registrant) April 18, 1997 By:/s/Richard W. Ussery -------------------- Richard W. Ussery, Chairman and Principal Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James H. Blanchard, Richard W. Ussery and Philip W. Tomlinson, 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. /s/James H. Blanchard Date: April 18, 1997 - ------------------------------------------------ James H. Blanchard, Director and Chairman of the Executive Committee /s/Richard W. Ussery Date: April 18, 1997 - ------------------------------------------------ Richard W. Ussery, Chairman of the Board and Principal Executive Officer /s/Philip W. Tomlinson Date: April 18, 1997 - ------------------------------------------------ Philip W. Tomlinson, President and Director /s/James B. Lipham Date: April 18, 1997 - ------------------------------------------------ James B. Lipham, Executive Vice President, Treasurer, Principal Accounting and Financial Officer /s/William A. Pruett Date: April 18, 1997 - ------------------------------------------------ William A. Pruett, Executive Vice President /s/M. Troy Woods Date: April 18, 1997 - ------------------------------------------------ M. Troy Woods, Executive Vice President /s/Griffin B. Bell Date: April 18, 1997 - ------------------------------------------------ Griffin B. Bell, Director /s/Richard Y. Bradley Date: April 18, 1997 - ----------------------------------------------- Richard Y. Bradley, Director /s/Gardiner W. Garrard, Jr., Date: April 18, 1997 - ----------------------------------------------- Gardiner W. Garrard, Jr., Director /s/John P. Illges, III Date: April 18, 1997 - ------------------------------------------------ John P. Illges, III, Director /s/Mason H. Lampton Date: April 18, 1997 - ------------------------------------------------ Mason H. Lampton, Director /s/Samuel A. Nunn Date: April 18, 1997 - ------------------------------------------------ Samuel A. Nunn, Director /s/H. Lynn Page Date: April 18, 1997 - ------------------------------------------------ H. Lynn Page, Director /s/W. Walter Miller, Jr. Date: April 18, 1997 - ------------------------------------------------ W. Walter Miller, Jr., Director /s/William B. Turner Date: April 18, 1997 - ----------------------------------------------- William B. Turner, Director /s/George C. Woodruff, Jr. Date: April 18, 1997 - ----------------------------------------------- George C. Woodruff, Jr., Director /s/James D. Yancey Date: April 18, 1997 - ------------------------------------------------ James D. Yancey, Director filings/tss\confo.sig -----END PRIVACY-ENHANCED MESSAGE-----