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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): January 31, 2001
GLOBAL PAYMENTS INC.
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(Exact Name of Registrant as Specified in Charter)
Georgia 001-16111 58-2567903
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Four Corporate Square
Atlanta, Georgia 30329-2010
(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code: (404) 728-2363
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On January 31, 2001 (the "Distribution Date"), National Data Corporation, a
Delaware corporation ("NDC") and the sole stockholder of Global Payments Inc., a
Georgia corporation (the "Registrant"), distributed 26,430,192 shares of common
stock, no par value ("Common Stock") of the Registrant to the stockholders of
record of NDC's common stock as of January 19, 2001 (the "Distribution"), which
shares constituted 100% of the Registrant's issued and outstanding shares of
Common Stock as of such date. The Distribution was made pursuant to the terms
of a Distribution Agreement, Plan of Distribution and Reorganization dated as of
January 31, 2001, by and between NDC and the Registrant (the "Distribution
Agreement"). As a result of the Distribution, the Registrant is no longer wholly
owned by NDC and is now an independent public company.
The Distribution is more fully described in the Registrant's Registration
Statement on Form 10 the final amendment of which was filed on December 28,
2000, (File No. 1-16111), under the Securities Exchange Act of 1934, as amended.
The foregoing description is qualified in its entirety by reference to the
complete text of the Distribution Agreement, a copy of which is filed as Exhibit
2.1 to this Current Report on Form 8-K and is incorporated by reference herein
in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this Report.
The following exhibits are filed as part of this Report:
EXHIBIT NO. DESCRIPTION
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2.1 Distribution Agreement, Plan of Distribution and
Reorganization dated January 31, 2001 by and between
National Data Corporation and Global Payments Inc.
3.1 Amended and Restated Articles of Incorporation of Global
Payments Inc.
3.2 Amended and Restated Bylaws of Global Payments Inc.
10.1 Tax Sharing and Indemnification Agreement by National Data
Corporation and Global Payments Inc. dated as of January 31,
2001
10.2 Employee Benefits Agreement between National Data
Corporation and Global Payments Inc. dated as of January 31,
2001
10.3 Transition Support Agreement between National Data
Corporation and Global Payments Inc. dated as of January 31,
2001
10.4 Intercompany Systems/Network Services Agreement between
National Data Corporation and Global Payments Inc. dated as
of January 31, 2001
10.5 Services Agreement (Batch Processing) between Global
Payments Inc. and National Data Corporation dated as of
January 31, 2001
10.6 Headquarters Lease Agreement by and between National Data
Corporation and Global Payments Inc. dated January 31, 2001
10.7 Sublease Agreement dated as of January 31, 2001 between
Global Payment Systems, LLC and National Data Corporation
10.8 Sublease Agreement dated January 31, 2001 between National
Data Corporation and National Data Payment Systems, Inc.
SIGNATURE
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.
GLOBAL PAYMENTS INC.
By: /s/ Suellyn P. Tornay
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Name: Suellyn P. Tornay
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Title: Secretary and General Counsel
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Dated: January 31, 2001
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