As filed with the Securities and Exchange Commission on October 27, 2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- Global Payments Inc. (Exact Name of Registrant as Specified in Its Charter) Georgia 58-2567903 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Four Corporate Square, Atlanta, Georgia 30329 (Address of principal executive offices) (404) 728-2363 (Registrant's telephone number, including area code) Copies of notices and other communications should be sent to: Paul R. Garcia William H. Avery Chief Executive Officer Mark F. McElreath Global Payments Inc. Alston & Bird LLP Four Corporate Square One Atlantic Center Atlanta, Georgia 30329 1201 West Peachtree Street Atlanta, Georgia 30309-3424 ---------------- Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which Title of Each Class to be so Registered: Each Class is to be Registered: ---------------------------------------- ------------------------------- Common Stock, no par value New York Stock Exchange Series A Junior Participating Preferred New York Stock Exchange Share Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act: None. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CROSS REFERENCE Global Payments Inc. I. INFORMATION REQUIRED IN REGISTRATION STATEMENT The information required to be included in this registration statement in response to all of the Items of a registration statement on Form 10 is incorporated by reference from the Information Statement filed as Exhibit 99.1. The following cross-reference sheet indicates the location in the Information Statement of the disclosure that is responsive to each Item.
Item No. Item Caption Location in Information Statement ---- ------------ --------------------------------- 1. Business "Summary;" "Management's Discussion and Analysis of Financial Condition and Results of Operations;" and "Global Payments' Business." 2. Financial Information "Summary--Historical and Pro Forma Summary Historical Consolidated Financial Data;" "Capitalization;" "Selected Financial Data;" "Management's Discussion and Analysis of Financial Condition and Results of Operations;" "NDC eCommerce Business Segment (to be reorganized as Global Payments Inc.) Combined Financial Statements;" "Global Payments' Business--Properties;" "Security Ownership of Certain Beneficial Owners;" "Management;" and "NDC eCommerce Business Segment (to be reorganized as Global Payments Inc.) Pro Forma Combined Financial Statements." 3. Properties "Global Payments' Business--Properties." 4. Security Ownership of "Security Ownership Of Certain Beneficial Certain Beneficial Owners Owners" and "Security Ownership of and Management Management." 5. Directors and Executive "Management." Officers 6. Executive Compensation "Management." 7. Certain Relationships and "Summary" and "The Distribution--Relationship Related Transactions Between National Data Corporation and Global Payments Following The Distribution." 8. Legal Proceedings "Global Payments' Business--Legal Proceedings." 9. Market Price of and "Summary;" "The Distribution--Listing and Dividends on the Trading of the Global Payments Shares;" Registrant's Common Equity "Dividend Policy" and "Description of Global and Related Shareholder Payments' Capital Stock." Matters 10. Recent Sales of "Description of Global Payments' Capital Unregistered Securities Stock."
11. Description of Registrant's "Description of Global Payments Capital Securities to be Registered Stock" and "Anti-Takeover Effects of our Articles of Incorporation, By-laws, Rights Agreement and Georgia Law--Rights Agreement." 12. Indemnification of Directors "Liability and Indemnification of Directors and Officers and Officers." 13. Financial Statements and "Summary;" "Selected Financial Data;" "NDC Supplementary Data eCommerce Business Segment (to be reorganized as Global Payments Inc.) Combined Financial Statements;" and "NDC eCommerce Business Segment (to be reorganized as Global Payments Inc.) Pro Forma Combined Financial Statements." 14. Changes in and None. Disagreements with Accountants on Accounting and Financial Disclosure
Item 15. Financial Statements and Exhibits. (a) List of Financial Statements. The following financial statements are included in the Information Statement: NDC eCommerce Business Segment (To be reorganized as Global Payments Inc.) Historical: Report of Independent Public Accountants........................... Combined Statements of Income for the Three Months ended August 31, 2000 and 1999 (unaudited) and for the Years ended May 31, 2000, 1999, and 1998 ................................................... Combined Balance Sheets as of August 31, 2000 (unaudited) and May 31, 2000 and 1999 ......................................................... Combined Statements of Cash Flows for the Three Months ended August 31, 2000 and 1999 (unaudited) and for the Years ended May 31, 2000, 1999, and 1998 ............................................. Combined Statements of Changes in Shareholder's Equity for the Years ended May 31, 2000, 1999, and 1998 and the Three Months ended August 31, 2000 (unaudited)................................. Notes to Combined Financial Statements............................. Report of Independent Public Accountants as to Schedule............ Combined Schedule II--Valuation and Qualifying Accounts............ Pro Forma (Unaudited) Introduction to the Pro Forma Combined Financial Statements........ Pro Forma Combined Balance Sheet as of August 31, 2000............. Pro Forma Combined Statements of Income for the Year ended May 31, 2000.............................................................. Pro Forma Combined Statements of Income for the Three Months ended August 31, 2000................................................... Notes to Pro Forma Combined Financial Statements...................
2 (b) Exhibits. The following documents are filed as exhibits hereto:
Exhibit No. ------- 2.1 Form of Distribution Agreement, Plan of Reorganization and Distribution. 3.1 Articles of Incorporation of Global Payments Inc. 3.2 By-laws of Global Payments Inc. 4.1 Articles of Incorporation of Global Payments Inc. (filed as Exhibit 3.1). 4.2 By-laws of Global Payments Inc. (filed as Exhibit 3.2). 4.3 Form of Shareholder Protection Rights Agreement. 4.4 Form of certificate representing Global Payments Inc. common stock. 10.1 Form of Distribution Agreement, Plan of Reorganization and Distribution (filed as Exhibit 2.1). 10.2 Form of Tax Sharing and Indemnification Agreement. 10.3 Form of Employee Benefits Agreement. 10.4 Form of Lease Agreement for Office Headquarters. 10.5 Form of Three Sublease Agreements. 10.6 Form of Intercompany Systems/Network Services Agreement. 10.7 Form of Batch Processing Agreement. 10.8 Form of Transition Support Agreement. 10.9 Form of 2000 Long-Term Incentive Plan. 10.10 Form of 2000 Employee Stock Purchase Plan. 10.11 Form of 2000 Non-Employee Directors Stock Option Plan. Form of Global Payments Inc. Supplemental Executive Retirement 10.12 Plan. 10.13 Employment Agreement for Paul R. Garcia. 10.14 Employment Agreement for Thomas M. Dunn. 10.15 Employment Agreement for James G. Kelly. 10.16 Employment Agreement for Barry W. Lawson. 10.17 Operating Agreement of Global Payment Systems LLC, dated March 31, 1996. 10.18 Registration Rights Agreement between Global Payment Systems LLC and MasterCard International Incorporated, dated April 1, 1996. 21.1 List of Subsidiaries. 27.1 Financial Data Schedule. 99.1 Information Statement.
3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment one to be signed on its behalf by the undersigned, thereunto duly authorized. GLOBAL PAYMENTS INC. By: /s/ Paul R. Garcia ------------------------------ Name: Paul R. Garcia Title: Chief Executive Officer Dated: October 27, 2000 4 EXHIBIT INDEX
Exhibit No. ------- 2.1 Form of Distribution Agreement, Plan of Reorganization and Distribution. 3.1 Articles of Incorporation of Global Payments Inc. 3.2 By-laws of Global Payments Inc. 4.1 Articles of Incorporation of Global Payments Inc. (filed as Exhibit 3.1). 4.2 By-laws of Global Payments Inc. (filed as Exhibit 3.2). 4.3 Form of Shareholder Protection Rights Agreement. 4.4 Form of certificate representing Global Payments Inc. common stock. 10.1 Form of Distribution Agreement, Plan of Reorganization and Distribution (filed as Exhibit 2.1). 10.2 Form of Tax Sharing and Indemnification Agreement. 10.3 Form of Employee Benefits Agreement. 10.4 Form of Lease Agreement for Office Headquarters. 10.5 Form of Three Sublease Agreements. 10.6 Form of Intercompany Systems/Network Services Agreement. 10.7 Form of Batch Processing Agreement. 10.8 Form of Transition Support Agreement. 10.9 Form of 2000 Long-Term Incentive Plan. 10.10 Form of 2000 Employee Stock Purchase Plan. 10.11 Form of 2000 Non-Employee Directors Stock Option Plan. Form of Global Payments Inc. Supplemental Executive Retirement 10.12 Plan. 10.13 Employment Agreement for Paul R. Garcia. 10.14 Employment Agreement for Thomas M. Dunn. 10.15 Employment Agreement for James G. Kelly. 10.16 Employment Agreement for Barry W. Lawson. Operating Agreement of Global Payment Systems LLC, dated March 10.17 31, 1996. 10.18 Registration Rights Agreement between Global Payment Systems LLC and MasterCard International Incorporated, dated April 1, 1996. 21.1 List of Subsidiaries. 27.1 Financial Data Schedule. 99.1 Information Statement.
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