NTSP Netspend Holdings, Inc. (MM)

As filed with the Securities and Exchange Commission on July 1, 2013

Registration No.

333-170023

333-181850

333-181852

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-170023

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-181850

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-181852

UNDER THE SECURITIES ACT OF 1933

Registrant’s telephone number, including area code:
(512) 532-8200

Amended and Restated NetSpend Holdings, Inc. 2004 Equity Incentive Plan
NetSpend Holdings, Inc. 2012 Employee Stock Purchase Plan

NetSpend Holdings, Inc. Deferred Compensation Plan

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

o    Large accelerated filer

x    Accelerated filer

o    Non-accelerated filer (Do not check if a smaller reporting company)

o    Smaller reporting company

DEREGISTRATION

These post-effective amendments (the “Post-Effective Amendments”) pertaining to shares of common stock, par value $0.001 per share of NetSpend Holdings, Inc. (the “Company” and such shares, the “Shares”) remove from registration all Shares registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements.

On February 19, 2013, the Company entered into an Agreement and Plan of Merger, as amended May 29, 2013 (the “Merger Agreement”) with Total System Services, Inc., a Georgia corporation (“TSYS”), and General Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of TSYS (“Sub”), pursuant to which Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of TSYS (the “Merger”).  The Merger became effective on July 1, 2013 pursuant to the Certificate of Merger filed with the Secretary of State of the State of Delaware.

As a result of the Merger, all offerings of the Company’s Shares pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements have terminated.  In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares which remain unsold at the termination of the offering, the Company hereby removes from registration all Shares registered under the Registration Statements that remain unsold as of the date of the Post-Effective Amendments and terminates the effectiveness of the Registration Statements.

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