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
Date of Report (Date of earliest event reported): February 1, 2001
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Commission File No. 001-16111
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Global Payments Inc.
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(Exact name of registrant as specified in its charter)
Georgia 58-2567903
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(State or other jurisdiction of (IRS Employer
incorporation) Identification Number)
Four Corporate Square, Atlanta, Georgia 30329
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 728-2363
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N/A
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(Former name, former address and former fiscal year, if
changed since last year)
Item 9. Regulation FD Disclosure
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With the completion of the spin-off of the Company from National Data
Corporation, many Global Payments' investors and analysts have requested that we
update our previous earnings per share guidance for dilution due to stock
options outstanding. Accordingly, we are providing the following information on
this report in accordance with the SEC's Regulation FD:
We anticipate reporting pro forma diluted earnings per share for the year
ended May 31, 2001 of $0.98 to $1.03. Based on our outstanding stock options and
the average market price of the stock on January 31, 2000, we expect the impact
of stock options, if exercised, to be an additional 500,000 to 650,000 shares
outstanding for the calculation of diluted earnings per share for the year ended
May 31, 2001.
This information should be read in conjunction with the management's discussion
and analysis included in our quarterly report filed on Form 10-Q on January 2,
2001, for the period ending November 30, 2000.
Forward-Looking Information
When used in this Current Report on Form 8-K, in documents incorporated
herein and elsewhere by management of Global Payments Inc. ("Global Payments" or
the "Company"), from time to time, the words "believes," "anticipates,"
"expects," "intends," "plans" and similar expressions and statements that are
necessarily dependent on future events are intended to identify forward-looking
statements concerning the Company's business operations, economic performance
and financial condition, including in particular, the Company's business
strategy and means to implement the strategy, the Company's objectives, the
amount of future capital expenditures, the likelihood of the Company's success
in developing and introducing new products and expanding its business, and the
timing of the introduction of new and modified products or services. For such
statements, the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995 is applicable
and invoked. Such statements are based on a number of assumptions, estimates,
projections or plans that are inherently subject to significant risks,
uncertainties and contingencies that are subject to change. Actual revenues,
revenue growth and margins will be dependent upon all such factors and their
results subject to risks related to the implementation of changes by the
Company, the failure to implement changes, and customer acceptance of such
changes or lack of change. Actual results of events could differ materially from
those anticipated in the Company's forward-looking statements, as a result of a
variety of factors, including: (a) those set forth in Risk Factors in the
Company's Information Statement included in the Registration Statement on Form
10 which are incorporated herein by this reference; (b) those set forth
elsewhere herein; (c) those set forth from time to time in the Company's press
releases and reports and other filings made with the Securities and Exchange
Commission; and (d) those set
forth from time to time in the Company's analyst calls and discussions. The
Company cautions that such factors are not exclusive. Consequently, all of the
forward-looking statements made herein are qualified by these cautionary
statements and readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to update forward looking or other statements or to
publicly release the results of any revisions of such forward-looking statements
that may be made to reflect events or circumstances after the date hereof, or
thereof, as the case may be, or to reflect the occurrence of unanticipated
events.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL DATA CORPORATION
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(Registrant)
By: /s/ James G. Kelly
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James G. Kelly
Chief Financial Officer
(Principal Financial Officer
and Chief Accounting Officer)
Date: February 7, 2001