S-8

Registration No.                       

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S–8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Concord EFS, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	04-2462252
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2525 Horizon Lake Drive Suite 120 Memphis, Tennessee	38133
(Address of Principal Executive Offices)	(Zip Code)

Concord EFS, Inc.

2002 Stock Option Plan

(Full Title of the Plan)

Edward T. Haslam

Chief Financial Officer

Concord EFS, Inc.

2525 Horizon Lake Drive

Suite 120

Memphis, Tennessee 38133

(901) 371-8000

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

With Copies to:

Marcia E. Heister, Esq., General Counsel Concord EFS, Inc. 2525 Horizon Lake Drive, Suite 120 Memphis, Tennessee 38133 (901) 371-8000 Imad I. Qasim, Esq. Sidley Austin Brown & Wood Bank One Plaza, 10 South Dearborn Street Chicago, Illinois 60603 (312) 853-7094

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock,   $0.33 1/3 par value	48,000,000 shares(1)	$30.46(2)	$1,462,080,000(2)	$134,511.36

(1) Shares issuable under options granted under the Concord EFS, Inc. 2002 Stock Option Plan.

(2) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of Concord EFS, Inc. Common Stock as reported in the consolidated reporting system on June 14, 2002.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.*

Item 2.    Registrant Information and Employee Plan Annual Information.*

* This registration statement relates to securities of the registrant to be offered pursuant to the Concord EFS, Inc. 2002 Stock Option Plan, as indicated on the facing sheet hereof. Information required by Part I to be contained in the Section 10(a) prospectus related to this plan is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents are incorporated by reference herein:

(a) The registrant’s annual report on Form 10-K for the year ended December 31, 2001;

(b) The registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2002;

(c) The registrant’s current reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 22, 2002 and May 16, 2002; and

(d) The description of the registrant’s common stock contained in Registration No. 2-89213 filed on June 26, 1984, together with any and all amendments and reports filed for the purpose of updating such description.

All documents filed by the registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are deemed to be incorporated by reference into this registration statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

The validity of the securities being registered hereby has been passed upon for the registrant by Marcia E. Heister, its Senior Vice President, General Counsel, and Assistant Secretary. Ms. Heister holds options for shares of the registrant’s common stock.

Item 6.    Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (“DGCL”) empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending, or completed legal action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, for criminal proceedings, had no reasonable cause to believe his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred.

In accordance with the DGCL, the registrant’s Restated Certificate of Incorporation, as amended, contains a provision to limit the personal liability of the registrant’s directors for violation of their fiduciary duty. This provision eliminates each director’s liability to the registrant or its stockholders for monetary damages except to the extent provided by the DGCL (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the DGCL providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (iv) for any transactions from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence.

The registrant’s By-laws provide for indemnification of the registrant’s officers and directors to the fullest extent permitted by applicable law. In addition, the registrant maintains insurance policies that provide coverage for its officers and directors in certain situations where the registrant cannot directly indemnify such officers or directors.

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Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

Exhibit No.		Description
4.1	*	Restated Certificate of Incorporation of the registrant
4.2		By-laws of the registrant are incorporated herein by reference to Exhibit 4.2 to the registrant’s registration statement on Form S-8 (File No. 333-74215), filed on March 10, 1999.
5.1	*	Opinion of Marcia E. Heister, General Counsel of the registrant
23.1	*	Consent of Marcia E. Heister, General Counsel of the registrant (included in Exhibit 5.1 to this registration statement)
23.2	*	Consent of Ernst & Young LLP (Concord EFS, Inc. years ended 2001, 2000, and 1999)
23.3	*	Consent of Deloitte & Touche LLP (Star Systems, Inc. years ended 2000 and 1999)
99.1		Concord EFS, Inc. 2002 Stock Option Plan is incorporated herein by reference to Appendix A to the registrant’s definitive proxy statement filed on April 8, 2002.

* Filed herewith

Item 9.    Undertakings.

(a)  The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more

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than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this 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 undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC 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 registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant 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 registrant 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Memphis, State of Tennessee, on this 17th day of June, 2002.

CONCORD EFS, INC.
By:	/s/    DAN M. PALMER
	Dan M. Palmer
	Chairman of the Board of Directors and
	Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date(s) indicated.

Signature	Title	Date
/s/     DAN M. PALMER       Dan M. Palmer	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	June 17, 2002
/s/    EDWARD T. HASLAM Edward T. Haslam	Senior Vice President, Chief Financial Officer, and Treasurer (Principal Financial and Accounting Officer)	June 17, 2002
/s/    EDWARD A. LABRY III       Edward A. Labry III	Director	June 17, 2002
/s/     RICHARD M. HARTER       Richard M. Harter	Director	June 17, 2002
/s/    DOUGLAS C. ALTENBERN       Douglas C. Altenbern	Director	June 17, 2002
/s/    J. RICHARD BUCHIGNANI       J. Richard Buchignani	Director	June 17, 2002
/s/    RONALD V. CONGEMI       Ronald V. Congemi	Director	June 17, 2002
/s/    RICHARD P. KIPHART       Richard P. Kiphart	Director	June 17, 2002
/s/    JERRY D. MOONEY       Jerry D. Mooney	Director	June 17, 2002
/s/    PAUL L. WHITTINGTON Paul L. Whittington	Director	June 17, 2002

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EXHIBIT INDEX

Exhibit No.		Description
4.1	*	Restated Certificate of Incorporation of the registrant
4.2		By-laws of the registrant are incorporated herein by reference to Exhibit 4.2 to the registrant’s registration statement on Form S-8 (File No. 333-74215), filed on March 10, 1999.
5.1	*	Opinion of Marcia E. Heister, General Counsel of the registrant
23.1	*	Consent of Marcia E. Heister, General Counsel of the registrant (included in Exhibit 5.1 to this registration statement)
23.2	*	Consent of Ernst & Young LLP (Concord EFS, Inc. years ended 2001, 2000, and 1999)
23.3	*	Consent of Deloitte & Touche LLP (Star Systems, Inc. years ended 2000 and 1999)
99.1		Concord EFS, Inc. 2002 Stock Option Plan is incorporated herein by reference to Appendix A to the registrant’s definitive proxy statement filed on April 8, 2002.

* Filed herewith

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EX-4.1

EXHIBIT 4.1

RESTATED CERTIFICATE OF INCORPORATION

OF

CONCORD EFS, INC.

FIRST.    The name of the Corporation is CONCORD EFS, INC.

SECOND.    The address of the Corporation’s registered office in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is Corporation Service Company.

THIRD.    The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH.    The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,500,000,000 shares of Common Stock, and the par value of each such share is $0.33 1/3.

FIFTH.    The name and mailing address of the sole incorporator is as follows:

NAME	MAILING ADDRESS
Daniel A. Milewic	c/o Bingham, Dana & Gould
	150 Federal Street
	Boston, Massachusetts 02110

SIXTH.    The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for defining and regulating the powers of the Corporation and its directors and stockholders and are in furtherance and not in limitation of the powers conferred upon the Corporation by statute:

(a)  The bylaws of the Corporation may fix and alter, or provide the manner for fixing and altering, the number of directors constituting the whole Board of Directors. In case of any vacancy on the Board or any increase in the number of directors constituting the whole Board, the vacancies shall be filled by the directors or by the stockholders at the time having voting power, as may be prescribed in the by-laws. The election of directors need not be by written ballot.

(b)  The Board of Directors shall have the power and authority:

(1)  to adopt, amend or repeal by-laws of the Corporation, subject only to such limitation, if any, as may be from time to time imposed by law or by the by-laws; and

(2)  to the full extent permitted or not prohibited by law, and without the consent of or other action by the stockholders, to authorize or create mortgages, pledges or other liens or encumbrances upon any or all of the assets, real, personal or mixed, and franchises of the Corporation, including after-acquired property, and to exercise all of the powers of the Corporation in connection therewith; and

(3)  subject to any provision of the by-laws, to determine whether, to what extent, at what times and places and under what conditions and regulations the accounts, books and papers of the Corporation (other than the stock ledger), or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account, book or paper of the Corporation except as conferred by statute or authorized by the by-laws or by the Board of Directors.

SEVENTH.    No director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability; provided, however, that to the extent required from time to time by applicable law, this Article Seventh shall not eliminate or limit the liability of a director, to the extent such liability is provided by applicable law, (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any transactions from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment or repeal.

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EX-5.1

            EXHIBIT 5.1

[CONCORD EFS, INC. LETTERHEAD]

June 17, 2002

Concord EFS, Inc.

2525 Horizon Lake Drive

Suite 120

Memphis, TN 38133

Re: 48,000,000 Shares of Common Stock, Par Value $0.33 1/3 Per Share

Ladies and Gentlemen:

I refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Concord EFS, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 48,000,000 shares of common stock, par value $0.33 1/3 per share (the “Registered Shares”) of the Company to be issued under the Concord EFS, Inc. 2002 Stock Option Plan (the “Plan”).

In rendering this opinion letter, I have examined and relied upon a copy of the Registration Statement and the exhibits filed therewith. I have also examined or caused to be examined originals, or copies of originals certified to my satisfaction, of such agreements, documents, certificates and statements of government officials and other instruments, and have examined such questions of law and have satisfied myself as to such matters of fact, as I have considered relevant and necessary as a basis for this opinion letter. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to me for examination.

Based on the foregoing, and subject to the qualifications and limitations hereinafter set forth, I am of the opinion that:

1.  The Company is a duly incorporated and validly existing corporation under the laws of the State of Delaware.

2.  Each Registered Share which is newly issued under the Plan will be duly authorized, legally issued, fully paid and nonassessable when (i) the Registration Statement shall have become effective under the Securities Act; (ii) the Company’s Board of Directors or a duly authorized committee thereof shall have duly adopted final resolutions authorizing the issuance and sale of such Registered Share as contemplated by the Registration Statement; (iii) such Registered Share shall have been duly issued and sold in the manner contemplated by the Plan; and (iv) a certificate representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the purchaser thereof upon payment of the

agreed consideration therefor (not less than the par value thereof) in accordance with the terms of the Plan.

This opinion letter is limited to the General Corporation Law of the State of Delaware and the Securities Act.

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to all references to myself in the Registration Statement. In giving such consent, I do not thereby admit that I am within the category of persons for whom consent is required by Section 7 of the Securities Act or the related rules promulgated by the SEC thereunder.

Very truly yours,

/s/    MARCIA E. HEISTER

Marcia E. Heister

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EX-23.2

EXHIBIT 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Concord EFS, Inc. 2002 Stock Option Plan of our report dated February 19, 2002, with respect to the consolidated financial statements of Concord EFS, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission.

/s/    ERNST & YOUNG LLP

Memphis, Tennessee

June 12, 2002

EX-23.3

EXHIBIT 23.3

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Concord EFS, Inc. of our report dated March 2, 2001 appearing in Form 10K of Concord EFS, Inc. (relating to the 1999 and 2000 consolidated financial statements of Star Systems, Inc. not presented separately therein) for the year ended December 31, 2001.

/s/    DELOITTE & TOUCHE LLP

Orlando, Florida

June 13, 2002