<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1997
                                                  REGISTRATION NO. 333-     
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                              ____________________
 
                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              ____________________

                               PMT SERVICES, INC.
             (Exact name of Registrant as specified in its charter)

                      TENNESSEE                         62-1215125
           (State or other jurisdiction of           (I.R.S. employer
            incorporation or organization)        identification number)

                         TWO MARYLAND FARMS, SUITE 200
                          BRENTWOOD, TENNESSEE  37027
                                 (615) 254-1539
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
                              ____________________

                             RICHARDSON M. ROBERTS
               CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                               PMT SERVICES, INC.
                         TWO MARYLAND FARMS, SUITE 200
                          BRENTWOOD, TENNESSEE  37027
                                 (615) 254-1539
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                              ____________________

                                   COPIES TO:
                            HOWARD W. HERNDON, ESQ.
                         WALLER LANSDEN DORTCH & DAVIS,
                    A PROFESSIONAL LIMITED LIABILITY COMPANY
                           2100 NASHVILLE CITY CENTER
                        NASHVILLE, TENNESSEE  37219-1760
                                 (615) 244-6380
                              ___________________

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
     as practicable after the effective date of this Registration Statement.
        If the only securities being registered on this Form are being offered
     pursuant to dividend or interest reinvestment plans, please check the
     following box. [ ]

        If any of the securities being registered on this Form are to be offered
     on a delayed or continuous basis pursuant to Rule 415 under the Securities
     Act of 1933, other than securities offered only in connection with dividend
     or interest reinvestment plans, check the following box. [X]

        If this Form is filed to register additional securities for an offering
     pursuant to Rule 462(b) under the Securities Act, please check the
     following box and list the Securities Act registration statement number of
     the earlier effective registration statement for the same offering. [ ]
     _________________________________________________________________________
        If this Form is a post effective amendment filed pursuant to Rule 462(c)
     under the Securities Act, check the following box and list the Securities
     Act registration statement number of the earlier effects registration
     statement for the same offering. [ ]
     _________________________________________________________________________
        If delivery of the prospectus is expected to be made pursuant to Rule
     434, please check the following box. [ ]

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================== 
TITLE OF EACH CLASS OF                             PROPOSED MAXIMUM     PROPOSED MAXIMUM
   SECURITIES TO BE              AMOUNT TO BE       OFFERING PRICE     AGGREGATE OFFERING      AMOUNT OF
     REGISTERED                   REGISTERED          PER UNIT(1)           PRICE(1)       REGISTRATION FEE
----------------------------------------------------------------------------------------------------------- 
<S>                           <C>                  <C>                 <C>                 <C>
Common Stock,                   300,000 shares          $10.88             $3,264,000            $990      
  $.01 par value per share
===========================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
    calculating the registration fee on the basis of the average high and low
    prices of the Common Stock on The Nasdaq Stock Market's National Market on
    April 25, 1997.     
                             _____________________

          THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>
 
PROSPECTUS

                                300,000 SHARES

                              PMT SERVICES, INC.

                                 COMMON STOCK
                            _______________________

              This Prospectus relates to the resale by the holders thereof
    ("Selling Shareholders") of up to 300,000 shares of Common Stock, par
    value $.01 per share ("Common Stock"), of PMT Services, Inc. ("PMT" or the
    "Company") issued to the Selling Shareholders without registration under the
    Securities Act of 1933, as amended (the "Securities Act"), in connection
    with an acquisition of a merchant portfolio from Bancard Systems, Inc., a
    transaction not involving a public offering.

              The shares of Common Stock held by the Selling Shareholders may be
    offered from time to time in transactions on the Nasdaq Stock Market's
    National Market (the "Nasdaq National Market"), in negotiated transactions,
    or a combination of such methods of sale, at prices related to such
    prevailing market prices or at negotiated prices.  The Selling Shareholders
    may effect such transactions by selling the shares to or through broker-
    dealers, and such broker-dealers may receive compensation in the form of
    discounts, concessions or commissions from the Selling Shareholders and/or
    the purchasers of the shares for which such broker-dealers may act as agent
    or to whom they sell as principal, or both (which compensation as to a
    particular broker-dealer might be in excess of customary commissions).

              None of the proceeds from the sale of the shares by the Selling
    Shareholders will be received by the Company.  The Company has agreed to
    bear all expenses (other than underwriting discounts and selling
    commissions, and fees and expenses of counsel and other advisers to the
    Selling Shareholders) in connection with the registration of the Common
    Stock being offered by the Selling Shareholders.  The Company has agreed to
    indemnify the Selling Shareholders against certain liabilities, including
    liabilities under the Securities Act.

        THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
               SEE "RISK FACTORS" APPEARING ON PAGES 6 THROUGH 8.


           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                   OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                      THE CONTRARY IS A CRIMINAL OFFENSE.



                                         , 1997 

<PAGE>
 
                              AVAILABLE INFORMATION

              The Company is subject to the informational requirements of the
    Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
    therewith, files reports and other information with the Securities and
    Exchange Commission (the "Commission").  Proxy statements, reports and other
    information concerning the Company can be inspected and copied at the public
    reference facilities maintained by the Commission at 450 Fifth St., N.W.,
    Judiciary Plaza, Washington, D.C. 20549, and at the following regional
    offices of the Commission: Northwestern Atrium Center, Suite 1400, 500 West
    Madison Street, Chicago, Illinois 60661 and 7 World Trade Center, New York,
    New York 10048.  Copies of such material can be obtained from the Public
    Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
    D.C. 20549, at prescribed rates.  The Commission maintains an Internet web
    site that contains reports, proxy and information statements and other
    information regarding issuers that file electronically with the Commission.
    The address of that site is http://www.sec.gov.

              The Common Stock is traded on the Nasdaq National Market.  Proxy
    statements, reports and other information concerning the Company can be
    inspected and copied at the National Association of Securities Dealers, Inc.
    offices located at 1735 K Street, N.W., Washington, D.C. 20006-1506.

              This Prospectus does not contain all information set forth in the
    Registration Statement of which this Prospectus forms a part and exhibits
    thereto which the Company has filed with the Commission under the Securities
    Act and to which reference is hereby made.

                                       2
<PAGE>
 
                     INFORMATION INCORPORATED BY REFERENCE

              THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
    COPY OF THIS PROSPECTUS IS DELIVERED, INCLUDING ANY BENEFICIAL OWNER, UPON
    THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE
    DOCUMENTS INCORPORATED BY REFERENCE HEREIN (OTHER THAN EXHIBITS TO SUCH
    DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
    INTO THE INFORMATION THAT THE PROSPECTUS INCORPORATES).  REQUESTS SHOULD BE
    DIRECTED TO:

                    PMT SERVICES, INC.
                    TWO MARYLAND FARMS, SUITE 200
                    BRENTWOOD, TENNESSEE 37027
                    TELEPHONE NUMBER (615) 254-1539
                    ATTN:  VICKIE G. JOHNSON
                           CHIEF ACCOUNTING OFFICER

              The following documents filed with the Commission by the Company
    (File Number 0-24420) are incorporated by reference into this Prospectus:

                    (1) Annual Report on Form 10-K for the year ended 
               July 31, 1996, except for the Consolidated Financial Statements
               and Report of Independent Accountants which have been
               superseded by the restated Consolidated Financial Statements 
               and Report of Independent Accountants included in the Current 
               Report on Form 8-K filed on April 8, 1997;

                    (2) Quarterly Report on Form 10-Q for the quarter ended 
               October 31, 1996; 

                    (3) Quarterly Report on Form 10-Q for the quarter ended 
               January 31, 1997;

                    (4) Proxy Statement for the Annual Meeting of Shareholders
               held on December 16, 1996;

                    (5)  Current Report on Form 8-K filed on December 23, 1996.

                    (6)  Current Report on Form 8-K filed on April 8, 1997.

                    (7) The description of the Common Stock contained in the
               Registration Statement on Form 8-A, filed on June 23, 1994,
               pursuant to Section 12 of the Exchange Act.

              All documents filed by the Company with the Commission pursuant to
    Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
    date of this Prospectus and prior to the termination of the offerings
    registered hereby shall be deemed to be incorporated by reference into this
    Prospectus and to be a part hereof from the date of the filing of such
    documents with the Commission.

                                       3
<PAGE>
 
              Any statement contained in a document incorporated by reference
    herein shall be deemed to be modified or superseded for purposes hereof to
    the extent that a statement contained herein (or in any other subsequently
    filed document which is also incorporated by reference herein) modifies or
    supersedes such statement.  Any statement so modified or superseded shall
    not be deemed to constitute a part hereof except as so modified or
    superseded.

              NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
    GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
    CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERINGS HEREIN
    CONTAINED AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
    NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
    SHAREHOLDERS.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
    SOLICITATION OF ANY OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
    JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
    SOLICITATION.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
    HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE
    HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
    THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
    TO ITS DATE.

                                       4
<PAGE>
 
                                  THE COMPANY

              PMT Services, Inc. ("PMT" or the "Company") is an independent
    service organization which markets and services electronic credit card
    authorization and payment systems to merchants located throughout the United
    States. The Company's operating and growth strategies focus on expanding the
    Company's customer base of small merchants through trade association
    affiliations, telemarketing, merchant portfolio purchases and superior
    customer service. PMT has experienced rapid growth in its total merchant
    portfolio base which has fostered significant growth in the Company's
    revenues and earnings. From July 31, 1989 to July 31, 1996, the Company's
    merchant portfolio base increased from approximately 6,800 merchants to
    approximately 89,500 merchants.  During this same period, PMT's revenues
    increased from $4.3 million for fiscal year 1989 to $149.8 million for
    fiscal year 1996.  This increase in revenues resulted primarily from the
    purchase of merchant portfolios and, to a lesser extent, new merchant
    contracts generated through the Company's marketing and sales efforts and
    revenue enhancements with existing merchants.

              PMT targets small merchants as its primary customer base. These
    merchants generally have a low volume of credit card transactions, are
    difficult to identify and have traditionally been underserved by credit card
    processors. Management of the Company estimates that there are approximately
    3.0 million merchant locations in the United States currently accepting VISA
    and MasterCard credit cards in the small merchant market segment and that
    approximately 2.0 million of such small merchant locations utilize
    electronic processing for credit card transactions. Management believes the
    small merchant market offers the Company significant growth opportunities
    for (i) the "first time" installation and subsequent servicing of credit
    card authorization and payment systems and (ii) the conversion of small
    merchants currently accepting credit cards from paper-based to electronic
    processing.

              PMT utilizes exclusive contractual relationships with trade
    associations, distributors and wholesalers ("Associations") to reach small
    merchants that would otherwise be difficult to identify and locate using
    customary marketing practices. Pursuant to these relationships, Associations
    endorse the processing systems marketed and serviced by PMT and participate
    in originating new customers for the Company. Following introductions
    generated by its Association relationships, PMT employs direct telemarketing
    to solicit merchants on a nationwide basis. Telemarketing represents an
    important element of the Company's overall marketing strategy by affording
    the Company cost-effective access to small retail merchants dispersed
    throughout the United States.  PMT is augmenting its telemarketing efforts
    with a field sales force. Through the use of telemarketing and a field sales
    force, management believes that the Company's cost structures will continue
    to be competitive with the cost structures of its competitors using only a
    field sales force as a result of the lower costs associated with
    telemarketing.

              Between fiscal year 1991 and fiscal year 1996, the Company 
    acquired 24 merchant portfolios, ranging in size from approximately 100 to
    15,000 merchant accounts. During fiscal 1996, the Company purchased five
    merchant portfolios representing a total of approximately 34,000 merchant
    accounts, generating approximately $3.3 billion in aggregate annual charge
    volume. Management believes that increased competition in the industry and
    other factors have pressured certain competitors to dispose of all or a
    portion of their merchant portfolios. As a result, management believes many
    opportunities for portfolio purchases exist as the industry continues to
    consolidate. The Company's experience in making merchant portfolio
    purchases, coupled with operating efficiencies, enhances the Company's
    ability to successfully integrate purchased merchant portfolios on a cost-
    effective basis.
    
              This Prospectus contains certain forward-looking statements. 
    Specifically, the forward-looking statements relate to future growth through
    portfolio acquisitions, the provision of account portfolio processing
    services to the banking industry and the use of innovative technologies to
    provide services. The ability of the Company to achieve the expectations
    expressed in these forward-looking statements will be subject to several
    factors that could cause actual results to differ materially from those
    expressed in the forward-looking statements, such as merchant attrition,
    difficulties in integrating newly acquired businesses and portfolios, the
    availability of capital, the cost of acquired businesses and portfolios, the
    Company's continued ability to account for acquisitions as poolings of
    interests, industry price increases and the ability of the Company's
    processing banks to process merchant transactions effectively. Results
    actually achieved thus may differ materially from the expectations expressed
    in such statements.     

                                       5
<PAGE>
 
                                 RISK FACTORS

              In addition to the other information included or incorporated by
    reference in this Prospectus, the following risk factors should be
    considered carefully in evaluating an investment in the Common Stock offered
    by this Prospectus.

              Registration Termination. An independent service organization,
    such as the Company, must register through processing banks with VISA and
    MasterCard. VISA and MasterCard permit the Company, as a registered service
    provider, to provide VISA and MasterCard transaction processing services
    through processing banks that are members of VISA or MasterCard. The
    Company's registrations with VISA and MasterCard expire December 31, 1997
    and June 30, 1997, respectively, prior to which dates the Company intends to
    submit the applicable registration fee with respect to each such
    registration. There can be no assurance that the Company's registration with
    VISA and MasterCard will be renewed or that the current rules of VISA and
    MasterCard permitting independent service providers to market transaction
    processing services will remain in effect. Furthermore, these rules are set
    by member banks, some of which are competitors of the Company. The non-
    renewal of either registration or any changes in VISA or MasterCard rules
    that would prevent the registration of the Company or limit its ability to
    provide VISA and MasterCard transaction processing services, would have a
    material adverse effect on the Company's financial condition and operating
    results.

              Dependence on Processing Relationships. The success of the
    Company's business is dependent, in part, on the ability of processing banks
    to provide certain services to PMT's merchant clients. The failure of these
    processing banks to process merchant transactions effectively could result
    in merchants terminating their agreements and relationships with the Company
    and its processing banks. Termination of these agreements could result in
    the Company's loss of its principal source of revenue.

              As of July 31, 1996, the Company relied on eleven banks to process
    the credit card transactions of PMT's clients.  The agreement with one of
    the banks applies to approximately 51.8% of the Company's aggregate merchant
    base.  The marketing portion of the Company's agreements with its processing
    banks expire at various dates ranging from 1997 to 2002. There can be no
    assurance (i) that the Company's contractual arrangements with its
    processing banks will be renewed or that the Company will be able to obtain
    favorable replacement arrangements, (ii) that such processing banks or their
    replacements will provide adequate levels of service or (iii) that such
    processing banks will not themselves be acquired, resulting in possible
    adverse changes in the Company's relationship with the processing bank. Any
    of these events could have a material adverse effect on the Company's
    business.

              The Company's agreement with its principal processing bank permits
    the Company to transfer merchants to other processing banks, subject to the
    Company's payment of termination fees.  The termination fees are based on
    merchant transaction volume and/or the number of merchant locations
    calculated at the time of termination. There can be no assurance that the
    Company will have funds available to pay the required termination fees or
    that financing for such payments will be obtainable on terms acceptable to
    the Company.

              Merchant Attrition. The rate of merchant attrition, as measured by
    the Company's primary processing bank, for the period from January 1, 1995
    through December 31, 1995 approximated 1.1% per month of total merchants'
    annual charge volume.  There can be no assurance that the Company will not
    experience higher rates in the future. Historically, the Company's merchant
    attrition has been related to merchants going out of business, merchants
    returning to local processing banks or merchants transferring to competitors
    with rates the

                                       6
<PAGE>
 
    Company was unwilling to match. Increased merchant attrition would have a
    material adverse effect on the Company's financial condition and operating
    results.

              Chargeback Risk. In the event a billing dispute between a
    cardholder and a merchant is not resolved in favor of the merchant, the
    transaction is "charged back" to the merchant, and the purchase price is
    refunded to the cardholder. If the merchant does not provide a credit to the
    cardholder, the Company, and, in certain cases, the Company and the
    processing bank, must bear the credit risk for the full transaction amount.
    There can be no assurance that the Company will not experience significant
    chargebacks in the future. Increases in chargebacks that are not paid by the
    merchant would have a material adverse effect on the Company's financial
    condition and operating results.

              Merchant Fraud. Generally, the Company is responsible for
    fraudulent credit card transactions initiated by its merchant clients.
    Examples of merchant fraud include inputting false sales transactions or
    false credits. Furthermore, management believes that a significant majority
    of such fraud occurs in the states of California, Florida, New York and
    Texas where a large concentration of the Company's merchant base is located.
    The Company and its processing banks monitor merchant charge volume, average
    charge and number of transactions, as well as check for unusual patterns in
    the charges, returns and chargebacks processed. As part of its fraud
    avoidance policies, the Company generally will not process for certain types
    of businesses in which incidents of fraud have been common. There can be no
    assurance that the Company will not experience significant amounts of
    merchant fraud in the future. Increased merchant fraud would have a material
    adverse effect on the Company's financial condition and operating results.

              Industry Price Increases. From time to time, VISA or MasterCard
    increase the fees they charge for processing transactions. Most merchant
    processing agreements permit fee increases to be passed on to the merchants.
    There can be no assurance however, that competitive pressures will not
    result in the Company absorbing a portion or all of such increases in the
    future, which event could have a material adverse effect on the Company.

              Risk Associated with Growth by Portfolio Acquisition. The
    Company's growth strategy includes additional acquisitions of merchant
    portfolios.  There can be no assurance that the Company will be able to make
    successful portfolio acquisitions or that the attrition of merchants from
    acquired portfolios will not exceed anticipated attrition, thus resulting in
    lower revenues from the purchased portfolios. Furthermore, there can be no
    assurance that future acquisitions will not have an adverse effect upon the
    Company's operating results, particularly in the fiscal quarters immediately
    following the consummation of such transactions, while the merchant accounts
    of the acquired merchant portfolio are being integrated into the Company's
    operations. In addition, the Company's acquisition strategy requires
    substantial capital resources. These requirements are likely to result in
    the Company incurring indebtedness in connection with the acquisition of
    merchant portfolios. There can be no assurance that any such financing will
    be obtained on terms acceptable to the Company. Moreover, the Company's
    existing credit agreement requires the bank's consent to future
    acquisitions.

              Dependence on Key Personnel. The Company will be highly dependent
    upon the services of its executive officers for the management of the
    Company. Although the Company has obtained "key man" life insurance on the
    lives of two of its executive officers, a substantial majority of the
    proceeds of two of the policies have been pledged as security for its bank
    financing.  The loss of any one of the Company's key executives could
    materially adversely affect the Company's operations.

              Competition. The marketing of credit card authorization and
    payment systems is highly competitive. The Company's principal competitors
    include local processing banks, vertically

                                       7
<PAGE>
 
    integrated non-bank processors and other independent service organizations,
    many of whom have substantially greater resources than the Company. Many of
    the Company's competitors have access to significant capital, management,
    marketing and technological resources that are equal to or greater than
    those of the Company, and there can be no assurance that the Company will
    continue to be able to compete successfully with such competitors.

              Certain Anti-takeover Provisions. The Company's Amended and
    Restated Charter and Bylaws and Tennessee law contain certain provisions
    that may have the effect of inhibiting a non-negotiated merger or other
    business combination involving the Company. Such provisions are intended to
    encourage any person interested in acquiring the Company to negotiate with
    and obtain the approval of the Board of Directors in connection with the
    transaction. These provisions include a staggered Board of Directors, blank
    check preferred stock, super-majority voting provisions, and the application
    of Tennessee law provisions on business combinations and control shares.
    Certain of these provisions may discourage a future acquisition of the
    Company not approved by the Board of Directors in which shareholders might
    receive a premium value for their shares. As a result, shareholders who
    might desire to participate in such a transaction may not have the
    opportunity to do so.

              Possible Fluctuation of Stock Price. The stock market has from
    time to time experienced extreme price and volume fluctuations, which often
    have been unrelated to the operating performance of particular companies.
    Any announcement with respect to the credit card industry, market conditions
    or any variance in the Company's revenue or earnings from levels generally
    expected by securities analysts for a given period could have an immediate
    and significant effect on the trading price of the Common Stock.

                                       8
<PAGE>
 
                                USE OF PROCEEDS

        The Company will not receive any proceeds from the sale of shares of the
    Common Stock by the Selling Shareholders.


                                PLAN OF OFFERING

        This Prospectus may be used by Selling Shareholders in connection with
    the resale of up to 300,000 shares of the Common Stock. The sale of the
    shares by Selling Shareholders may be effected from time to time in
    transactions on the Nasdaq National Market, in negotiated transactions or
    through a combination of such methods of sale, at prices related to market
    prices prevailing at the time of sale or at negotiated prices. The Selling
    Shareholders may effect such transactions by selling the shares to or
    through broker-dealers, and such broker-dealers may receive compensation in
    the form of discounts, concessions or commissions from the Selling
    Shareholders and/or the purchasers of the shares for which such broker-
    dealers may act as agent or to whom they sell as principal, or both (which
    compensation as to a particular broker-dealer may be in excess of customary
    commissions).

        A Selling Shareholder and any broker-dealer who acts in connection with
    the sale of the shares hereunder may be deemed to be an "underwriter" within
    the meaning of Section 2(11) of the Securities Act, and any commissions
    received by them and profit on any resale of the shares as principal may be
    deemed to be underwriting discounts and commissions under the Securities
    Act.
    
        Pursuant to agreements between the Company and the Selling Shareholders,
    PMT is entitled, on a one-time basis, to (i) postpone the filing or
    effectiveness of this Registration Statement or (ii) if effective, elect
    that this Registration Statement not be useable and require the Selling
    Shareholders to suspend sales pursuant to the prospectus contained herein,
    for a reasonable period of time, but not in excess of 90 days (a "Blackout
    Period") (provided that a Blackout Period may not be implemented more than
    once in any period of 270 days), if PMT determines in good faith that the
    registration and distribution of the shares of Common Stock (or the use of
    the Registration Statement or related prospectus) would interfere with any
    pending material acquisition, material corporation reorganization (including
    any underwritten offering of shares of Common Stock) or any other premature
    disclosure thereof. PMT is required to promptly give the Selling
    Shareholders written notice of such termination, containing a general
    statement of the reasons for such postponement or restriction of use and an
    approximation of the anticipated delay. PMT has agreed to use its best
    efforts to keep this Registration Statement effective for a period of two
    years after the effective date. After such date, no sales of Common Stock by
    the Selling Shareholders may be made using the Prospectus contained herein
    as PMT will remove from registration all shares not previously sold pursuant
    to this Registration Statement prior to that date.

                                       9
<PAGE>
 
                             SELLING SHAREHOLDERS

        The following table sets forth information regarding the Common Stock
    owned as of April 29, 1997, by each of the Selling Shareholders who are
    not directors or officers of the Company.  The shares of the Common Stock
    were issued to the Selling Shareholders without registration under the
    Securities Act in connection with an acquisition of a merchant portfolio
    from Retail Payment Services, Inc., a transaction not involving a public
    offering. Certain of such shares may become eligible for sale by the Selling
    Shareholders without registration under the Securities Act under the
    provisions of Rule 144. Any such shares may be sold either under the
    Registration Statement of which this Prospectus forms a part or under Rule
    144.

<TABLE>
<CAPTION>
                                                                                        Beneficial       
                                          Beneficial Ownership                          Ownership        
                                         Prior to Offering (1)                       after Offering (1)  
                                         ---------------------                       ------------------  
                                                                   Number of                             
                                           Number of                 Shares        Number of             
Name of Shareholder                         Shares    Percent      Being Sold       Shares       Percent 
-------------------------------            --------   -------      ----------      ---------     ------- 
<S>                                        <C>       <C>          <C>             <C>           <C>      
Stephen K. Dunn & Judith S. Dunn,
 Trustees of Dunn Trust No. 1
 U/D/T Dated 12/27/96.............        195,312         *          18,713          176,599         *  
Stephen K. Dunn & Judith S. Dunn,
 Trustees of Dunn Trust No. 2
 U/D/T Dated 12/27/96.............        195,312         *          18,713          176,599         *  
Stephen K. Dunn and Judith S. Dunn,
 Husband and Wife as Community
 Property.........................      1,175,001         *         112,574        1,062,427         *  
Michael N. McCormick and Jean A.
 McCormick, Trustees of the
 McCormick Trust No. 1 U/A........
 Dated 12/27/96, FBO McCormick
 Trust No. 1......................        195,312         *          18,713          176,599         *  
Michael N. McCormick and Jean A.
 McCormick, Trustees of the
 McCormick Trust No. 2 U/A
 Dated 12/27/96, FBO McCormick
 Trust No. 2......................        195,312         *          18,713          176,599         *  
Michael N. McCormick and Jean A.
 McCormick, Trustees of the
 Michael and Jean McCormick 
 Revocable Trust U/D/T
 Dated 10/05/95...................      1,175,001         *         112,574        1,062,427         *  


                                                                  ---------     
           Total..................                                  300,000
                                                                  =========     
</TABLE>
    ____________________
    *  Less than 1%

      (1) The persons or entities named in the table below have sole voting and
          investment power with respect to all shares of Common Stock shown to
          be beneficially owned by them.


                                       10
<PAGE>
 
                                 LEGAL MATTERS

        Certain legal matters with respect to the validity of the shares of
    Common Stock are being passed upon for the Company by Waller Lansden Dortch
    & Davis, A Professional Limited Liability Company of Nashville, Tennessee.


                                    EXPERTS

        The financial statements incorporated in this Prospectus by reference to
    the Company's consolidated financial statements as of July 31, 1995 and 1996
    and for each of the three years in the period ended July 31, 1996 included
    in the Company's Current Report on Form 8-K filed on April 8, 1997, have
    been so incorporated in reliance on the report of Price Waterhouse LLP,
    independent accountants, given on the authority of said firm as experts in
    auditing and accounting.


                                       11

<PAGE>
 
                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

    Item 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
 
<S>                                <C>
    Commission Registration Fee..  $   990    
    Legal Fees and Expenses......    8,000*
    Auditors' Fees and Expenses..    5,500*
    Miscellaneous Expenses.......      510*
                                   -------
         Total...................  $15,000*
                                   =======
</TABLE>
    ____________
    * Estimated

         The Registrant has agreed to bear all expenses (other than underwriting
    discounts and selling commissions, and fees and expenses of counsel and
    other advisors to the Selling Shareholders) in connection with the
    registration and sale of the shares being offered by the Selling
    Shareholders.

    Item 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a) Article 8 of the Registrant's Bylaws provides as follows:

             The Corporation may indemnify, and upon request may advance
         expenses to, any person (or the estate of any person) who was or is a
         party to, or is threatened to be made a party to, any threatened,
         pending or completed action, suit or proceeding, whether or not by or
         in the right of the Corporation, and whether civil, criminal,
         administrative, investigative or otherwise, by reason of the fact that
         such person is or was a director, officer, employee or agent of the
         Corporation, or is or was serving at the request of the Corporation as
         a director, officer, partner, trustee, employee or agent of another
         Corporation, partnership, joint venture, trust, employee benefit plan
         or other enterprise, against any liability incurred in the action, suit
         or proceeding, despite the fact that such person has not met the
         standard of conduct set forth in Section 48-18-502(a) of the Tennessee
         Business Corporation Act (the "Act") or would be disqualified from
         indemnification under Section 48-18-502(d) of the Act, if a
         determination is made by the person or persons enumerated in Section
         48-18-506(b) of the Act that the director or officer seeking
         indemnification is liable for (i) any breach of the duty of loyalty of
         the corporation or its shareholders, (ii) acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law or (iii) voting for or assenting to a distribution in violation of
         the Act.

         Section 8 of the Registrant's Amended and Restated Charter provides as
         follows:

             The Corporation shall indemnify, and upon request shall advance
         expenses to, in the manner and to the full extent permitted by law, any
         person (or the estate of any person) who was or is a party to, or is
         threatened to be made a party to, any threatened, pending or complete
         action, suit or proceeding, whether or not by or in the right of the
         Corporation, and whether civil, criminal, administrative, investigative
         or otherwise, by reason of the fact that such person is or was a
         director, officer, or employee of the Corporation, or is or was serving
         at the request of the Corporation as a director, officer, partner,
         trustee, employee or agent of another corporation, partnership, joint
         venture, trust or other enterprise (an "indemnitee").  The
         indemnification provided herein shall not be deemed to limit the right
         of the Corporation to indemnify any other person for any such expenses
         to the full extent

                                      II-1
<PAGE>
 
         permitted by law, nor shall it be deemed exclusive of any other rights
         to which any person seeking indemnification from the Corporation may
         have or hereafter acquire under this Amended and Restated Charter or
         the Bylaws of the Corporation or under any agreement or vote of
         shareholders or disinterested directors or otherwise, both as to action
         in his official capacity and as to action in another capacity while
         holding such office; provided, however, that the Corporation shall not
         indemnify any such indemnitee in connection with a proceeding (or part
         thereof) if a judgment or other final adjudication adverse to the
         indemnitee establishes his liability (i) for any breach of the duty of
         loyalty to the Corporation or its shareholders, (ii) for acts or
         omissions not in good faith or which involve intentional misconduct or
         a knowing violation of law or (iii) under Section 48-18-304 of the
         Tennessee Business Corporation Act.

             (b) In addition to the foregoing provisions of the Bylaws and
         Amended and Restated Charter of the Registrant, directors, officers,
         employees and agents of the Registrant may be indemnified by the
         Registrant, pursuant to the provisions of Section 48-18-501 et seq. of
         the Tennessee Code Annotated.

             (c) In addition, the Registrant maintains directors and officers
         liability insurance.  Such policies have a deductible of $250,000 and
         an annual per occurrence and aggregate cap on coverage of $5 million.

                                      II-2
<PAGE>
 
    Item 16. EXHIBITS.


<TABLE>
<CAPTION>

    EXHIBIT
    NUMBER                             DESCRIPTION OF EXHIBITS
    ------                             -----------------------
 
    <S>             <C>
         4.1        Section 6 of the Amended and Restated Charter of Registrant(1)
 
         4.2        Amendment to the Amended and Restated Charter of Registrant (2)

         4.3        Specimen of Common Stock Certificate(1)
 
         5.1        Opinion of Waller Lansden Dortch & Davis as to legality of securities
 
        23.1        Consent of Price Waterhouse LLP
 
        23.2        Consent of Waller Lansden Dortch & Davis (included in Exhibit 5.1)
 
        24          Power of Attorney (set forth on Page II-5)
</TABLE>     
------------
    (1)  Incorporated by reference to exhibits filed with the Registrant's
         Registration Statement on Form S-1, Registration No. 33-79064.
 
    (2)  Incorporated by reference to exhibits filed with the Registrant's 
         Current Report on Form 8-K filed on December 23, 1996.


Item 17. UNDERTAKINGS.
 
         A.    The undersigned registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being
    made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20%
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement;

                    (iii)  To include any material information with respect to
               the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in the registration statement.

          Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
    registration statement is on Form S-3, Form S-8 or Form F-3 and the
    information required to be included in a post-effective amendment by those
    paragraphs is contained in periodic reports filed by the registrant pursuant
    to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
    are incorporated by reference in the registration statement.

                                      II-3
<PAGE>
 
              (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall be deemed to
    be the initial bona fide offering thereof.

              (3) To remove from registration by means of a post-effective
    amendment any of the securities being registered which remain unsold at the
    termination of the offering.

          B.   The undersigned registrant hereby undertakes that, for purposes
    of determining any liability under the Securities Act of 1933, each filing
    of the registrant's annual report pursuant to Section 13(a) or Section 15(d)
    of the Securities Exchange Act of 1934 (and, where applicable, each filing
    of an employee benefit plan's annual report pursuant to Section 15(d) of the
    Securities Exchange Act of 1934) that is incorporated by reference in the
    registration statement shall be deemed to be a new registration statement
    relating to the securities offered therein, and the offering of such
    securities at that time shall be deemed to be the initial bona fide offering
    thereof.

          C.   Insofar as indemnification for liabilities arising under the
    Securities Act of 1933 may be permitted to directors, officers and
    controlling persons of the registrant pursuant to the foregoing provisions,
    or otherwise, the registrant has been advised that in the opinion of the
    Securities and Exchange Commission such indemnification is against public
    policy as expressed in the Act and is, therefore, unenforceable.  In the
    event that a claim for indemnification against such liabilities (other than
    the payment by the registrant of expenses incurred or paid by a director,
    officer or controlling person of the registrant in the successful defense of
    any action, suit or proceeding) is asserted by such director, officer or
    controlling person in connection with the securities being registered, the
    registrant will, unless in the opinion of its counsel the matter has been
    settled by controlling precedent, submit to a court of appropriate
    jurisdiction the question whether such indemnification by it is against
    public policy as expressed in the Act and will be governed by the final
    adjudication of such issue.

                                      II-4
<PAGE>
 
                                   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-3 and has duly caused this
    Registration Statement to be signed on its behalf by the undersigned,
    thereunto duly authorized, in the City of Nashville, State of Tennessee, on
    April 23, 1997.     

                              PMT SERVICES, INC.

    
                              By: /s/ RICHARDSON M. ROBERTS
                                  ______________________________________
    
                                         Richardson M. Roberts
                                         Chairman of the Board,
                                         Chief Executive Officer and Director

                               POWER OF ATTORNEY
        
          Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Richardson M. Roberts and Gregory S.
Daily, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution, and resubstitution, for him in his name, place and
stead, in any and all capacities, to sign any and all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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 that said
attorneys-in-fact and agents, or their 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.

<TABLE>     
<CAPTION>

          Name                       Title                                    Date
          ----                       -----                                    ----
<S>                            <C>                                      <C>  
 /s/ RICHARDSON M. ROBERTS     Chairman of the Board, Chief             April 23, 1997 
     ---------------------     Executive Officer (Principal
     Richardson M. Roberts     Executive Officer) and Director

 /s/ GREGORY S. DAILY          President, Treasurer,                    April 23, 1997 
     ---------------------     and Director 
     Gregory S. Daily          

 /s/ CLAY M. WHITSON           Chief Financial Officer                  April 23, 1997 
     ---------------------     (Principal Financial Officer)
     Clay M. Whitson           and Vice President

 /s/ VICKIE G. JOHNSON         Chief Accounting Officer                 April 23, 1997 
     ---------------------     (Principal Accounting Officer),
     Vickie G. Johnson         Secretary and Controller

</TABLE>    

                                      II-5
<PAGE>
 
<TABLE>    
<CAPTION>

          Name                       Title                                    Date
          ----                       -----                                    ----
<S>                                 <C>                                      <C> 

/s/ LESLIE D. COBLE                 Director                            April 23, 1997 
    -----------------------
    Leslie D. Coble

/s/ ROBERT C. FISHER, JR.           Director                            April 23, 1997 
    -----------------------
    Robert C. Fisher, Jr.

/s/ HAROLD L. SIEBERT               Director                            April 23, 1997 
    -----------------------                       
    Harold L. Siebert

</TABLE>    
 

                                      II-6
<PAGE>
 
<TABLE>   
<CAPTION> 

     EXHIBIT
     NUMBER                           DESCRIPTION OF EXHIBITS
     -------                          -----------------------
     <S>                              <C> 
       4.1    -        Section 6 of the Amended and Restated Charter of Registrant(1)
 
       4.2    -        Amendment to the Amended and Restated Charter of Registrant (2)

       4.3    -        Specimen of Common Stock Certificate(1)
 
       5.1    -        Opinion of Waller Lansden Dortch & Davis as to legality of securities
 
       23.1   -        Consent of Price Waterhouse LLP
 
       23.2   -        Consent of Waller Lansden Dortch & Davis (included in Exhibit 5.1)
 
         24   -        Power of Attorney (set forth on Page II-5)
 
</TABLE>     

-----------------

     (1) Incorporated by reference to exhibits filed with the Registrant's
         Registration Statement on Form S-1, Registration No. 33-79064.

     (2) Incorporated by reference to exhibits filed with the Registrant's
         Current Report on Form 8-K filed on December 23, 1996.