Amendment No.1 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

Global Axcess Corp.


(Name of Issuer)

 

Common Stock


(Title of Class of Securities)

 

37941L206


(CUSIP Number)

 

Michael T. Whealy

First Data Corporation

6200 South Quebec Street

Greenwood Village, Colorado 80111

(303) 967-8000


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 23, 2006


(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 37941L206      

 

  1.   Names of Reporting Persons/I.R.S. Identification Nos. of above persons (entities only).    
   
                Cardservice International, Inc. 95-4207932    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (b)  ¨    
  3.   SEC Use Only  
         
  4.   Source of Funds (See Instructions):  
   
                OO    
  5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
         
  6.   Citizenship or Place of Organization:  
   
                California    
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
    7.  Sole Voting Power:
 
                  1,110,529
    8.  Shared Voting Power:
 
                   0
    9.  Sole Dispositive Power:
 
                  1,110,529
  10.  Shared Dispositive Power:
 
                   0
11.   Aggregate Amount Beneficially Owned by Each Reporting Person:    
   
                1,110,529    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
         
13.   Percent of Class Represented by Amount in Row (11):  
   
                5.3%    
14.   Type of Reporting Person (See Instructions):  
   
                CO    

 


CUSIP No. 37941L206      

 

  1.   Names of Reporting Persons/I.R.S. Identification Nos. of above persons (entities only).    
   
                First Data Corporation 47-0731996    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (b)  ¨    
  3.   SEC Use Only  
         
  4.   Source of Funds (See Instructions):  
   
                OO    
  5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
         
  6.   Citizenship or Place of Organization:  
   
                Delaware    
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
    7.  Sole Voting Power:
 
                  1,110,529
    8.  Shared Voting Power:
 
                   0
    9.  Sole Dispositive Power:
 
                  1,110,529
  10.  Shared Dispositive Power:
 
                   0
11.   Aggregate Amount Beneficially Owned by Each Reporting Person:    
   
                1,110,529    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
         
13.   Percent of Class Represented by Amount in Row (11):  
   
                5.3%    
14.   Type of Reporting Person (See Instructions):  
   
                CO    

 


First Data Corporation and Cardservice International, Inc. hereby amend their statement on Schedule 13D filed with the Securities and Exchange Commission on November 16, 2005.

 

Item 2.    Identity and Background
(a) – (c)    This statement is being filed by First Data Corporation, a Delaware corporation (“First Data”), and Cardservice International, Inc., a California corporation and a wholly owned subsidiary of First Data (“CSI”). First Data is a global leader in payment systems, electronic commerce and information management products and services. The principal business and office address of First Data is 6200 South Quebec Street, Englewood, Colorado 80111. CSI provides bankcard processing services and its principal business and office address is located at 6101 Condor Drive, Moorpark, California 93021.
   The following individuals are the executive officers and directors of First Data (with asterisks indicating the directors):
    

Name

  

Present Principal Occupation or

Employment

  

Business Address

  

David P. Bailis

  

President, First Data Financial

Services

  

First Data Resources

6855 Pacific Street

Omaha, NE 68106

  

Guy A. Battista

  

Executive Vice President and

Chief Information Officer, First

Data

  

First Data Corporation

6200 South Quebec Street

Englewood, CO 80111

  

Daniel P. Burnham*

  

Retired

  

6284 San Marcos Pass Road

Santa Barbara, CA 93105-9775

  

David A. Coulter*

  

Managing Director & Senior

Advisor

Warburg Pincus LLC

  

Warburg Pincus LLC

466 Lexington Avenue

New York, NY 10017-3147

  

Alison Davis*

  

Managing Director, Belvedere

Capital Partners

  

Belvedere Capital Partners

One Maritime Plaza, Suite 825

San Francisco, CA 94111

  

David Dibble

  

Executive Vice President, Chief

Technology Officer, First Data

  

First Data Corporation

6200 South Quebec Street

Englewood, CO 80111

  

Henry C. Duques*

  

Chief Executive Officer

  

First Data Corporation

6200 South Quebec Street

Englewood, CO 80111

  

Peter B. Ellwood*

  

Director and Non-Executive

Chairman of Imperial Chemical

Industries PLC

  

The ICI Group

20 Manchester Square

London, W1U 3AN U.K.

  

Charles T. Fote*

  

Retired

  

First Data Corporation

6200 South Quebec Street

Englewood, CO 80111

  

Christina A. Gold

  

President, Western Union

Financial Services

  

First Data Corporation

6200 South Quebec Street

Englewood, CO 80111


   Jack M. Greenberg*    Retired   

333 West Wacker Drive

Suite 1015

Chicago, IL 60606

   Courtney F. Jones*    Retired   

500 East 77th Street

Apt. 2224

New York, NY 10162

   Richard P. Kiphart*   

Head of Corporate Finance

Department, William Blair &

Company, L.L.C.

  

William Blair & Co.

222 West Adams Street

Chicago, IL 60606

   Edward A. Labry III    President, First Data Commercial Services   

First Data Corporation

6200 South Quebec Street

Englewood, CO 80111

   Kimberly S. Patmore   

Executive Vice President and

Chief Financial Officer, First

Data

  

First Data Corporation

6200 South Quebec Street

Englewood, CO 80111

   Pamela H. Patsley   

President, First Data

International, First Data

  

First Data Corporation

6200 South Quebec Street

Englewood, CO 80111

   James D. Robinson III*    General Partner, RRE Ventures   

RRE Ventures

126 E. 56th Street, 22nd Floor

New York, NY 10022

   Charles T. Russell*    Retired   

2056 King Mesa Drive

Henderson, NV 89012

   Joan E. Spero*   

President, Doris Duke

Charitable Foundation

  

Doris Duke Charitable Foundation

650 Fifth Avenue, 19th Floor

New York, NY 10019

   Arthur F. Weinbach*   

Chairman and Chief Executive

Officer, Automatic Data

Processing, Inc.

  

Automatic Data Processing, Inc.

One ADP Boulevard

Roseland, NJ 07068

   Michael T. Whealy   

Executive Vice President,

Secretary, General Counsel

and Chief Administrative

Officer, First Data

  

First Data Corporation

6200 South Quebec Street

Englewood, CO 80111


   The following individuals are the executive officers and directors of CSI (with asterisks indicating the directors):
    

Name

  

Present Principal Occupation or

Employment

  

Business Address

  

Edward A. Labry III*

  

President, CSI

  

First Data Corporation

6200 South Quebec Street

Englewood, CO 80111

  

John B. Barrett

  

Senior Vice President, CSI

  

Cardservice International, Inc.

6101 Condor Drive

Moorpark, CA 93021

  

Michael T. Whealy*

  

Executive Vice President,

Secretary, General Counsel

and Chief Administrative

Officer, First Data

  

First Data Corporation

6200 South Quebec Street

Englewood, CO 80111

(d)    During the last five years, none of the foregoing persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e)    During the last five years, none of the foregoing persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)    First Data is a Delaware corporation and CSI is a California corporation. Each of the executive officers and directors identified under Item 2(a) – (c) is a citizen of the United States of America.
Item 5.    Interest in Securities of the Issuer
(a)    Under SEC rules and as of the date of this filing, CSI beneficially owns 1,110,529 shares, or 5.3%, of the Company’s Common Stock (such percentage being calculated based the Company’s Registration Statement on Form SB-2 filed on January 11, 2006, which shows that on January 6, 2006 there were 20,970,886 shares of Common Stock outstanding). Since CSI is a wholly owned subsidiary of First Data, First Data may be deemed the beneficial owner of all the shares of Common Stock set forth in this Item 5(a). Except as set forth in this Item 5(a), none of First Data, CSI or, to the knowledge of either of them, any executive officer or director of First Data or CSI identified in Item 2 above beneficially owns any shares of Common Stock.
(b)    CSI has the sole voting power and sole dispositive power over the 1,110,529 shares of Common Stock. Since CSI is a wholly owned subsidiary of First Data, First Data may be deemed to have sole voting power and sole dispositive power over the shares of Common Stock set forth in this Item 5(b). The information contained in Item 5(a) is incorporated herein by reference.
(c)    On March 28, 2006 CSI sold 50,000 shares of Common Stock at an average price of $1.0100 per share in open market transactions affected through Morgan Stanley.
   On March 24, 2006 CSI sold 30,000 shares of Common Stock at an average price of $1.0200 per share in open market transactions affected through Morgan Stanley.


   On March 23, 2006 CSI sold 30,000 shares of Common Stock at an average price of $1.0108 per share in open market transactions affected through Morgan Stanley.
   On March 6, 2006 CSI sold 11,500 shares of Common Stock at an average price of $1.0039 per share in open market transactions affected through Morgan Stanley.
   On March 3, 2006 CSI sold 20,000 shares of Common Stock at an average price of $1.0100 per share in open market transactions affected through Morgan Stanley.
   On March 2, 2006 CSI sold 8,000 shares of Common Stock at an average price of $1.0200 per share in open market transactions affected through Morgan Stanley.
   On February 28, 2006 CSI sold 6,000 shares of Common Stock at an average price of $1.0325 per share in open market transactions affected through Morgan Stanley.
   On February 23, 2006 CSI sold 10,000 shares of Common Stock at an average price of $1.0263 per share in open market transactions affected through Morgan Stanley.
   On February 22, 2006 CSI sold 10,000 shares of Common Stock at an average price of $1.0400 per share in open market transactions affected through Morgan Stanley.
   On February 21, 2006 CSI sold 20,500 shares of Common Stock at an average price of $1.0146 per share in open market transactions affected through Morgan Stanley.
   On February 17, 2006 CSI sold 14,200 shares of Common Stock at an average price of $1.0000 per share in open market transactions affected through Morgan Stanley.
   On February 16, 2006 CSI sold 8,500 shares of Common Stock at an average price of $1.0000 per share in open market transactions affected through Morgan Stanley.
   On February 15, 2006 CSI sold 11,700 shares of Common Stock at an average price of $1.0149 per share in open market transactions affected through Morgan Stanley.
   On January 10, 2006 CSI sold 5,000 shares of Common Stock at an average price of $1.0000 per share in open market transactions affected through Morgan Stanley.
   On January 9, 2006 CSI sold 15,000 shares of Common Stock at an average price of $1.0000 per share in open market transactions affected through Morgan Stanley.
   On January 6, 2006 CSI sold 30,000 shares of Common Stock at an average price of $1.0320 per share in open market transactions affected through Morgan Stanley.
   On January 5, 2006 CSI sold 21,000 shares of Common Stock at an average price of $1.1200 per share in open market transactions affected through Morgan Stanley.
   Except as set forth in this Item 5(c), none of First Data, CSI or, to the knowledge of either of them, any of the executive officers or directors of First Data or CSI identified in Item 2 above have effected transactions in Common Stock in the last 60 days.
(d)    Not applicable.
(e)    Not applicable.


Item 7. Material to Be Filed as Exhibits

 

Exhibit
Number

 

Description

1(1)

  Investor Rights Agreement dated June 29, 2001 among the Company, CSI, and certain principal stockholders of the Company named therein.

(1) Previously filed.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: April 10, 2006
FIRST DATA CORPORATION
By:  

/s/ Michael T. Whealy

Name:   Michael T. Whealy
Title:  

Executive Vice President, Secretary, General Counsel

and Chief Administrative Officer

CARDSERVICE INTERNATIONAL, INC.
By:  

/s/ John B. Barrett

Name:   John B. Barrett
Title:   Senior Vice President