Securities Registration: Employee Benefit Plan (s-8)
April 28 2017 - 04:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 28, 2017
Registration File No:
333-
UNITED STATES
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)
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Georgia
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58-1493818
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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One TSYS Way
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Columbus, Georgia
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31901
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(Address of Principal
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(Zip Code)
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Executive Offices)
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Total System Services, Inc.
2017 Omnibus Plan
(Full
Title of the Plan)
Kathleen Moates
Senior Deputy
General Counsel
Total System Services, Inc.
One TSYS Way
Columbus, Georgia
31901
(706) 644-6081
(Name
and address, including zip code, and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated Filer
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☐
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Non-accelerated filer
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☐ (do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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Large accelerated filer
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[X]
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Accelerated Filer
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[ ]
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Non-accelerated filer
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[ ] (Do not check if a smaller reporting company)
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Smaller reporting company
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[ ]
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Emerging growth company
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[ ]
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
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Title of
Securities
to be
Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common Stock, $.10 par value
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15,000,000
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(1)
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$
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54.08
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(2)
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$
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811,200,000
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(2)
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$
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94,019
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(1)
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Maximum number of shares which may be issued by Total System Services, Inc. pursuant to the Total System Services, Inc. 2017 Omnibus Plan. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers any additional shares of the Registrants common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the Registrants receipt of consideration which results in an increase in the number of the outstanding shares of the Registrants common stock.
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(2)
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Determined pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and represents the average of the high and low prices of the
common stock of the Registrant on the New York Stock Exchange on April 25, 2017.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to 15,000,000 shares of common stock, $0.10 par value per share, of Total System Services,
Inc. (the Company) to be issued in respect of awards issued under the Total System Services, Inc. 2017 Omnibus Plan (Plan).
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The Plan prospectus, which constitutes Part I of this Registration Statement, will be
delivered to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the Securities Act). The Plan prospectus and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
(b) Upon written or oral request, the Company will provide, without charge, the documents incorporated by reference in Item 3 of
Part II of this Registration Statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without charge, upon written or oral request, other documents required to be
delivered to participants pursuant to Rule 428(b). Requests for the above-mentioned information should be directed to Senior Director of Investor Relations, Total System Services, Inc., One TSYS Way, Columbus, GA 31901, or by calling
(706) 644-4918.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
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The following documents previously filed by the Company with the Securities and Exchange Commission are incorporated herein by reference in
this Registration Statement as of their respective dates:
a.
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The Companys Annual Report on Form 10-K, as amended by Form 10-K/A, for the fiscal year ended December 31, 2016 (including the portions of the Proxy Statement on Schedule 14A, filed on March 15, 2017,
incorporated by reference therein);
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b.
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The Companys Current Report on Form 8-K filed on April 28, 2017; and
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c.
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The description of the Companys common stock contained in the Companys Registration Statement on Form 8-A (Registration No. 001-10254) filed on May 17, 1989, as amended by the Companys
Current Report on Form 8-K filed on May 8, 2013.
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All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment which 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; provided, however, that we are not incorporating by reference any
information furnished on Form 8-K prior or subsequent to the date hereof.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference 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.
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Item 4.
Description of Securities
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Not applicable.
Item 5.
Interests of Named Experts and Counsel
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The legality of the securities offered hereby has been rendered by Kathleen Moates, Senior
Deputy General Counsel of the Company.
Item 6.
Indemnification of Directors and Officers
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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, whether or not involving action in his official capacity. 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 or advance of expenses 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,
resolution 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.
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In accordance with Article VIII of the Companys 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 to the fullest extent permitted under the Georgia Business Corporation Code from and
against the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit 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 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. The Company has also entered into indemnification agreements with its directors and certain of its officers
providing contractual indemnification to the fullest extent possible under Georgia law.
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.
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Item 7.
Exemption from Registration Claimed
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Not applicable.
Item 8.
Exhibits
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Exhibit
Number
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4.1
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Articles of Incorporation of the Company, as amended, incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K dated April 30, 2009.
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4.2
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Bylaws of the Company, as amended, incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed on July 28, 2009.
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5.1
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Opinion of Kathleen Moates, Senior Deputy General Counsel of the Company, as to the legality of the securities being offered.
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23.1
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Consent of KPMG LLP.
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23.2
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The Consent of Kathleen Moates, Senior Deputy General Counsel of the Company, is contained in her opinion filed as Exhibit 5.1.
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24.1
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Powers of Attorney contained on the signature pages of this Registration Statement.
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99.1
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Total System Services, Inc. 2017 Omnibus Plan incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on April 28, 2017.
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Item 9.
Undertakings
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(a)
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The Company hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the 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 the 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
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(iii)
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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.
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Provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form
S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
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(2)
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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.
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(3)
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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.
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(b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act,
each filing of the Companys annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans 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.
(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.
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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 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 Columbus, State of Georgia, on
the 28th day of April, 2017.
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TOTAL SYSTEM SERVICES, INC.
(Registrant)
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By:
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/s/M. Troy Woods
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M. Troy Woods,
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints M. Troy Woods and Paul
M. Todd 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.
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/s/M. Troy Woods
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Date: April 28, 2017
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M. Troy Woods,
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Chairman, Chief Executive Officer and Director
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(Principal Executive Officer)
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/s/Pamela A. Joseph
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Date: April 28, 2017
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Pamela A. Joseph,
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President, Chief Operating Officer and Director
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/s/Paul M. Todd
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Date: April 28, 2017
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Paul M. Todd,
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Senior Executive Vice President
and Chief
Financial Officer
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(Principal Financial Officer)
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/s/Dorenda K. Weaver
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Date: April 28, 2017
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Dorenda K. Weaver,
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Chief Accounting Officer
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/s/Kriss Cloninger III
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Date: April 28, 2017
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Kriss Cloninger III,
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Director
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/s/Walter W. Driver, Jr.
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Date: April 28, 2017
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Walter W. Driver, Jr.,
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Director
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/s/Sidney E. Harris
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Date: April 28, 2017
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Sidney E. Harris,
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Director
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/s/William M. Isaac
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Date: April 28, 2017
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William M. Isaac,
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Director
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/s/Mason H. Lampton
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Date: April 28, 2017
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Mason H. Lampton,
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Director
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/s/Connie D. McDaniel
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Date: April 28, 2017
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Connie D. McDaniel,
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Director
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/s/Philip W. Tomlinson
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Date: April 28, 2017
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Philip W. Tomlinson,
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Director
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/s/John T. Turner
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Date: April 28, 2017
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John T. Turner,
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Director
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/s/Richard W. Ussery
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Date: April 28, 2017
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Richard W. Ussery,
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Director
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