S-8

As filed with the Securities and Exchange Commission on November 18, 2002

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 Incorporation or Organization)	(I.R.S. Employer Identification Number)

3399 Peachtree Road, N.E., The Lenox Building, Suite 700, Atlanta, Georgia 30326, (404) 262-8400

(Address, including zip code, and telephone number of principal executive offices)

PTEK HOLDINGS, INC. 2000 DIRECTORS STOCK PLAN

(Full Title of the Plan)

Patrick G. Jones

Executive Vice President,

Chief Legal Officer and Secretary

PTEK Holdings, Inc.

3399 Peachtree Road, N.E.

The Lenox Building, Suite 700

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

Title of Securities to be Registered	Amount to Be Registered(1)	Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $.01 par value (including rights to purchase shares of Series C Junior Participating Preferred Stock)	1,000,000	$	3.84	(2)	$	3,840,000	$	353.28

(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. 2000 Directors 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 Nasdaq National Market on November 12, 2002.

INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS

Pursuant to Instruction E of Form S-8, the contents of Registration Statement No. 333-51380 relating to the 2000 Directors 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 PricewaterhouseCoopers LLP.
23.2	Consent of Arthur Andersen LLP.
23.3	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 15th day of November, 2002.

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 Boland T. Jones	Chairman of the Board and Chief Executive Officer (Principal Executive Officer) and Director	November 13, 2002
/s/ WILLIAM E. FRANKLIN William E. Franklin	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer	November 13, 2002
/s/ GEORGE W. BAKER, JR. George W. Baker, Jr.	Director	November 13, 2002
/s/ RAYMOND H. PIRTLE, JR. Raymond H. Pirtle, Jr.	Director	November 13, 2002
/s/ JEFFREY A. ALLRED Jeffrey A. Allred	President and Chief Operating Officer and Director	November 13, 2002
/s/ JEFFREY T. ARNOLD Jeffrey T. Arnold	Director	November 13, 2002
/s/ JEFFREY M. CUNNINGHAM Jeffrey M. Cunningham	Director	November 13, 2002

II-2

/s/ HERMANN BUERGER Hermann Buerger	Director	November 12, 2002
/s/ J. WALKER SMITH, JR. J. Walker Smith, Jr.	Director	November 13, 2002
/s/ RANDOLPH L. BOOTH Randolph L. Booth	Director	November 13, 2002

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 PricewaterhouseCoopers LLP.
23.2	Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a under the Securities Act of 1933, as amended).
23.3	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).

EX-5.1

Exhibit 5.1

OPINION OF ALSTON & BIRD LLP

November 15, 2002

PTEK Holdings, Inc.

3399 Peachtree Road, N.E.

The Lenox Building

Suite 700

Atlanta, Georgia 30326

Re:	Form S-8 Registration Statement
	PTEK Holdings, Inc. 2000 Directors Stock Plan

Ladies and Gentlemen:

This opinion is given in connection with the filing by PTEK Holdings, Inc., a Georgia corporation (the “Company”), of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in connection with the registration of 1,000,000 shares (the “Shares”) of the $.01 par value Common Stock of the Company (the “Common Stock”) that may be sold or issued pursuant to the PTEK Holdings, Inc. 2000 Directors Stock Plan (the “Plan”). This opinion is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.

We have examined such corporate records and documents as we deemed relevant and necessary in order to enable us to give the opinion set forth herein, including the Articles of Incorporation, as amended, and the Amended and Restated Bylaws of the Company, as amended, resolutions of the Board of Directors of the Company authorizing the actions to be taken, and certificates of officers of the Company.

In conducting our examination we assumed the genuineness of all signatures, the legal capacity of all natural persons; the authenticity of all documents submitted to us as originals; that with respect to the issuance of any of the Shares, the Company shall have sufficient authorized and unissued shares of Common Stock available at the time of such issuance; that any required consideration to be received for the issuance of any of the Shares is in fact received by the Company prior to such issuance; the conformity to original documents of all documents submitted to us as certified or photostatic copies, that the Shares will be issued in accordance with the current terms of the applicable plans and the current terms of the resolutions of the Board of Directors authorizing the issuance of the Shares; and that the relevant provisions of the Articles of Incorporation and Bylaws of the Company and the Georgia Business Corporation Code in effect at the time of issuance of any of the Shares will not differ in any relevant respect from the relevant provisions of the Articles of Incorporation and Bylaws of the Company and the Georgia Business Corporation Code in effect as of the date of this opinion.

Based upon the foregoing, we are of the opinion that the Shares, when sold or issued pursuant to the PTEK Holdings, Inc. 2000 Directors Stock Plan will be legally issued, fully paid and nonassessable under the provisions of the Georgia Business Corporation Code.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing therein.

Sincerely,

ALSTON & BIRD LLP

By: /s/ Laura G. Thatcher                

    A Partner

EX-23.1

Exhibit 23.1

Consent of Independent Accountants

As independent accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 28, 2002, except for Note 23, which is as of March 28, 2002, included in PTEK Holdings, Inc.’s Form 10-K for the year ended December 31, 2001 and to all references to our Firm included in this registration statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Atlanta, Georgia

November 15, 2002