Item 2.02 Results of Operations and Financial Condition.
On July 28, 2009, Total System Services, Inc. ("Registrant") issued a press
release announcing financial results for the quarter ended June 30, 2009. The
press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference. The information in the press release shall not be deemed to be filed
for purposes of Section 18 of the Securities Exchange Act of 1934 or
incorporated by reference into any document filed under the Securities Act of
1933 or the Securities Exchange Act of 1934 except as shall be expressly set
forth by specific reference in such filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 28, 2009, Registrant's Board of Directors, upon the recommendation of
the Corporate Governance and Nominating Committee of the Board, approved and
adopted an amendment to Article III, Section 15 of Registrant's bylaws which
will discontinue the practice of appointing additional emeritus directors
effective July 28, 2009.
The amendment to the bylaws was effective on July 28, 2009. The above summary is
qualified in its entirety by reference to the bylaws, which are filed as
Exhibit 3.1 to this Form 8-K and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On July 28, 2009, Registrant will hold an investor conference call and webcast
to discuss its financial results for the quarter ended June 30, 2009. A copy of
the presentation to be used during the conference call is attached hereto as
Exhibit 99.2 and incorporated herein by reference. The information in the
presentation shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934 or incorporated by reference into any document
filed under the Securities Act of 1933 or the Securities Exchange Act of 1934
except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Bylaws, as amended
99.1 Registrant's press release dated July 28, 2009
99.2 Registrant's presentation dated July 28, 2009
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOTAL SYSTEM SERVICES, INC.
("Registrant")
Dated: July 28, 2009 By: /s/ Kathleen Moates
Kathleen Moates
Senior Deputy General Counsel