SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
April 15, 2002
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(Earliest Event Reported)
Total System Services, Inc.
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(Exact Name of Registrant as
Specified in its Charter)
Georgia 1-10254 58-1493818
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(State of (Commission File (IRS Employer
Incorporation) Number) Identification
Number)
1600 First Avenue, Columbus, Georgia 31901
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(Address of principal executive offices)
(706) 649-2267
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(Registrant's Telephone Number)
(Former name or former address, if changed since last report)
Item 5. Other Events.
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On April 15, 2002, Total System Services, Inc. ("Registrant") issued a
press release with respect to its earnings for the quarter ended March 31, 2002.
A copy of Registrant's press release regarding the announcement
referenced above is attached hereto as Exhibit 99 and by this reference is
hereby incorporated by reference into this Form 8-K and made a part hereof.
The attached press release contains statements that constitute
"forward-looking statements" within the meaning of the Securities Act of 1933
and the Securities Exchange Act of 1934 as amended by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, among
others, statements regarding TSYS' expected growth in net income for the year
2002, expected growth in new business in Europe, belief with respect to long
term opportunities for TSYS, belief with respect to decision making timelines of
prospective clients, and the assumptions underlying such statements, including,
with respect to TSYS' expected increase in net income; TSYS' expected internal
growth rate for existing portfolios; an aggressive focus on expense control and
productivity improvement; the successful implementation and market acceptance of
new product offerings; expected increases in the number of accounts on file;
expected increases in revenues; and expected increases in revenues attributable
to international clients. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those contemplated by such forward-looking statements. A number of important
factors could cause actual results to differ materially from those contemplated
by the forward-looking statements in the attached press release. Many of these
factors are beyond TSYS' ability to control or predict. The factors include, but
are not limited to, adverse developments with respect to TSYS' sub-prime
clients; lower than anticipated internal growth rates for TSYS' existing
customers; TSYS' inability to control expenses and increase market share; TSYS'
inability to successfully bring new products to market, including, but not
limited to, stored value products, e-commerce products and other processing
services; the inability of TSYS to grow its business through acquisitions;
adverse developments with respect to entering into contracts with new clients
and retaining current clients; TSYS' inability to increase the revenues derived
from international sources; the merger of TSYS clients with entities that are
not TSYS clients or the sale of portfolios by TSYS clients to entities that are
not TSYS clients; TSYS' inability to anticipate and respond to technological
changes, particularly with respect to e-commerce; adverse developments with
respect to the successful conversion of clients; the absence of significant
changes in foreign exchange spreads between the United States and the countries
TSYS transacts business in, to include Mexico, United Kingdom, Japan, Canada and
the European Union; adverse developments with respect to the credit card
industry in general; TSYS' inability to successfully manage any impact from
slowing economic conditions or consumer spending; the occurrence of catastrophic
events that would impact TSYS' or its major customers' operating facilities,
communications systems and technology, or that has a material negative impact on
current economic conditions or levels of consumer spending; revenues generated
by sub-prime lending clients being less than anticipated; successfully managing
the potential both for patent protection and patent liability in the context of
rapidly developing legal framework for expansive software patent protection; and
overall market conditions. Additional factors that could cause actual results to
differ materially from those contemplated in the attached press release can be
found in TSYS' filings with the Securities and Exchange Commission, including
its Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current
reports on Form 8-K. We believe these forward-looking statements are reasonable;
however, undue reliance should not be placed on any forward-looking statements,
which are based on current expectations.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements - None.
(b) Pro Forma Financial Information - None.
(c) Exhibits
99 - Registrant's press release, April 15, 2002.
2
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOTAL SYSTEM SERVICES, INC.
("Registrant")
Dated: April 15, 2002 By:/s/ Kathleen Moates
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Kathleen Moates
Senior Deputy General Counsel