S-8 1 ds8.txt 1995 STOCK PLAN As filed with the Securities and Exchange Commission on August 10, 2001. Registration No. 333-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________________ PTEK HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Georgia 59-3074176 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 3399 Peachtree Road, N.E., The Lenox Building, Suite 600, Atlanta, Georgia 30326, (404) 262-8400 (Address, including zip code, and telephone number of principal executive offices) PTEK HOLDINGS, INC. 1995 STOCK PLAN (Full Title of the Plan) Patrick G. Jones Executive Vice President, Chief Financial Officer and Chief Legal Officer PTEK Holdings, Inc. 3399 Peachtree Road, N.E. The Lenox Building, Suite 600 Atlanta, Georgia 30326 (404) 262-8400 (Name, address, and telephone number, including area code, of agent for service) Copies to: Janine Brown, Esq. Alston & Bird LLP One Atlantic Center, 1201 West Peachtree Street Atlanta, Georgia 30309-3424 (404) 881-7000 CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------ Proposed Proposed Title of Securities Amount to Maximum Maximum Amount of to be Registered Be Offering Price Aggregate Registration Fee Registered(1) Per Share Offering Price ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value (including rights to purchase 1,650,000 $2.95(2) $4,867,500 $1,216.88 shares of Series C Junior Participating Preferred Stock) ------------------------------------------------------------------------------------------------------------------------------------
(1) Consists of shares of the registrant's Common Stock that may be issued pursuant to options that may be granted under the PTEK Holdings, Inc. 1995 Stock Plan (the "Plan"). This Registration Statement also covers any additional shares that may hereafter become issuable as a result of the adjustment and anti-dilution provisions of the Plan. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457, paragraphs (h) and (c), based on the average of the high and low prices of the Common Stock reported on the National Association of Securities Dealers automated quotation system on August 7, 2001. INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS Pursuant to Instruction E of Form S-8, the contents of Registration Statement Nos. 333-17593, 333-39693 and 333-52357 relating to the 1995 Stock Plan are hereby incorporated by reference. PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 8. Exhibits. The exhibits included as part of this registration statement are as follows: Exhibit Number Description -------------- ----------- 5.1 Opinion of Alston & Bird LLP, counsel to the registrant, as to the legality of the securities being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Alston & Bird LLP (included in Exhibit 5.1 above). 24.1 Power of Attorney (contained on the signature pages of this registration statement at p. II-2). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on this 10th day of August, 2001. PTEK HOLDINGS, INC. By: /s/ Boland T. Jones ------------------------------ Boland T. Jones Chairman of the Board and Chief Executive Officer II-1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Boland T. Jones and Patrick G. Jones, and each of them, as true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all which said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do, or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ Boland T. Jones Chairman of the Board and August 10, 2001 --------------------------- Boland T. Jones Chief Executive Officer (Principal Executive Officer) and Director /s/ Patrick G. Jones Executive Vice President, Chief August 10, 2001 --------------------------- Patrick G. Jones Financial Officer (Principal Financial and Accounting Officer) and Chief Legal Officer /s/ George W. Baker, Sr. Director August 10, 2001 --------------------------- George W. Baker, Sr. /s/ Raymond H. Pirtle, Jr. Director August 10, 2001 --------------------------- Raymond H. Pirtle, Jr. /s/ Jeffrey A. Allred President and Chief Operating Officer August 10, 2001 --------------------------- Jeffrey A. Allred and Director /s/ Jackie M. Ward Director August 10, 2001 --------------------------- Jackie M. Ward /s/ Jeffrey T. Arnold Director August 10, 2001 --------------------------- Jeffrey T. Arnold
II-2 /s/ Director August 10, 2001 --------------------------- Jeffrey M. Cunningham /s/ Hermann Buerger Director August 10, 2001 --------------------------- Hermann Buerger /s/ J. Walker Smith, Jr. Director August 10, 2001 --------------------------- J. Walker Smith, Jr.
II-3 EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8 Exhibit Number Description -------------- ----------- 5.1 Opinion of Alston & Bird LLP, counsel to the registrant, as to the legality of the securities being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Alston & Bird LLP (included in Exhibit 5.1). 24.1 Power of Attorney (contained on the signature pages of this registration statement at p. II-2).