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): September 30, 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) 728-2661
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N/A
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(Former name, former address and former fiscal year, if
changed since last year)
Item 5. Other Events.
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Global Payments Acquires National Bank Of Canada's Merchant Services Business
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On September 30, 2001, Global Payments Inc. acquired National Bank of
Canada's Merchant Services business and formed a ten-year alliance for marketing
merchant payment-related products and services to National Bank's customers. The
purchase price was $45.9 million (U.S.), at the current Canadian exchange rate.
Global financed the purchase price under its existing line of credit.
We believe this transaction makes Global Payments the largest, publicly
traded independent MasterCard and Visa acquirer in Canada and will deliver
Global Payments the capability to provide Canadian businesses one source for all
of their Visa, MasterCard, Debit and other payment processing requirements. We
now expect to process over 2.7 billion transactions per year and service more
than 1.0 million merchant locations.
Global Payments is a leading North American payment processing and merchant
acquiring company. It expects the merchant services acquisition and marketing
alliance with National Bank, Canada's second largest merchant MasterCard
acquirer and a leading Canadian online debit acquirer, to compliment its
existing Canadian customer portfolio and significantly broaden its presence in
Canada. National Bank of Canada processes over 225 million transactions per
year for over 73,000 merchant locations throughout Canada with referrals from
National Bank's 600 branch locations. National Bank of Canada's merchant
services business yields revenue of approximately $25 million (U.S.) per year.
With this transaction, Global Payments has now expanded its Canadian
distribution channel to over 1,700 bank branches nationwide.
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.
In particular, the Company is currently unable to assess the impact, if any, on
its financial performance that may result from the economic effects of the
terrorist attack on the United States. 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 Annual Report on
Form 10-K for the year ended May 31, 2001 filed as Exhibit 99.1 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.
GLOBAL PAYMENTS INC.
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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: October 2, 2001