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
January 20, 2005
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Date of Report
(Date of 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 Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1600 First Avenue, Columbus, Georgia 31901
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(Address of principal executive offices) (Zip Code)
(706) 649-2267
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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Effective January 20, 2005, Total System Services, Inc. ("TSYS")
made restricted stock award grants pursuant to TSYS' 2002
Long-Term Incentive Plan ("Plan") to the following executives:
Executive Number of Restricted Shares
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M. Troy Woods. 8,696
William A. Pruett 5,446
Kenneth L. Tye 4,810
James B. Lipham 4,728
The entire restricted stock award will vest three years from
the date of grant if the executive remains employed by TSYS
or a subsidiary of TSYS or Synovus Financial Corp. The
restricted stock awards were evidenced by a Restricted Stock
Award Agreement in the form filed as Exhibit 10.1 hereto and
incorporated by reference herein, which agreement is the form
of Restricted Stock Award Agreement to be used by TSYS in
connection with restricted stock award grants under the Plan.
Also effective January 20, 2005, TSYS made performance-based
restricted stock award grants pursuant to the Plan to the
following executives:
Executive Number of Performance-Based Restricted Shares
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Philip W. Tomlinson 73,913
M. Troy Woods 52,174
The restricted stock has a seven year performance-based
vesting period which begins January 1, 2005 and ends December
31, 2011. Within 90 days of the beginning of the calendar
year of the vesting period, TSYS' Compensation Committee will
establish an earnings per share performance goal. If the
performance goal for the applicable year is attained, and the
executive remains in the continuous employ of TSYS (or a
subsidiary of TSYS or Synovus Financial Corp.) through
December 31 of the applicable year, then 20% of the
restricted stock will vest as of the date the Compensation
Committee determines that the performance goal was attained
for the applicable year. The performance-based restricted
stock awards were evidenced by a Performance-Based Restricted
Stock Award Agreement in the form filed as Exhibit 10.2
hereto and incorporated by reference herein,
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which agreement is the form of Performance-Based Restricted
Stock Award Agreement to be used by TSYS in connection with
performance-based restricted stock award grants under the
Plan.
A summary of the material features of the Plan is set forth
in TSYS' Proxy Statement for the 2002 Annual Meeting of
Shareholders filed with the Securities and Exchange
Commission ("SEC") on March 6, 2002. The summary is qualified
in its entirety by reference to the full text of the Plan
which is filed as Exhibit 10.2 to TSYS' Annual Report on Form
10-K for the year ended December 31, 2001 as filed with the
SEC on March 19, 2002 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits
Exhibit No. Description
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10.1 Form of Restricted Stock Award Agreement for use
in connection with the TSYS 2002 Long-Term
Incentive Plan
10.2 Form of Performance-Based Restricted Stock Award
Agreement for use in connection with the TSYS
2002 Long-Term Incentive Plan
10.3 TSYS 2002 Long-Term Incentive Plan incorporated
by reference to Exhibit 10.2 of TSYS' Annual
Report on Form 10-K for the year ended
December 31, 2001, as filed with the SEC on
March 19, 2002
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Signature
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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: January 25, 2005 By:/s/ Kathleen Moates
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Senior Deputy General Counsel
Kathleen Moates
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