<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1996
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
NOVA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 7375 58-2209575
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION
INCORPORATION OR CLASSIFICATION CODE NUMBER)
ORGANIZATION) NUMBER)
FIVE CONCOURSE PARKWAY, SUITE 700
ATLANTA, GEORGIA 30328
(770) 396-1456
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
JAMES M. BAHIN
CHIEF FINANCIAL OFFICER
NOVA CORPORATION
FIVE CONCOURSE PARKWAY, SUITE 700
ATLANTA, GEORGIA 30328
(770) 396-1456
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
The Commission is requested to mail copies of all orders, notices and
communications to:
LEONARD A. CATHY A. HARPER, ESQ. JEFFREY M. STEIN,
SILVERSTEIN, ESQ. NOVA CORPORATION ESQ.
LONG, ALDRIDGE & FIVE CONCOURSE PARKWAY KING & SPALDING
NORMAN, LLP SUITE 700 191 PEACHTREE STREET
ONE PEACHTREE CENTER ATLANTA, GEORGIA 30328 ATLANTA, GEORGIA
303 PEACHTREE STREET, (770) 396-1456 30303
SUITE 5300 (404) 572-4600
ATLANTA, GEORGIA 30308
(404) 527-4000
---------------
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. [ ]
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. [X] File No. 333-1788.
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 effective 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. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================
PROPOSED MAXIMUM
AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share....... 230,000 shares $19.00 $4,370,000 $1,507
========================================================================================
(1) Includes 30,000 shares which the Underwriters have the option to purchase to cover
over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the registration fee.
</TABLE>
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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 COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
Incorporation by reference of Registration Statement on Form S-1, File
No. 333-1788.
NOVA Corporation (the "Company") hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety Registration Statement on
Form S-1 (File No. 333-1788) declared effective on May 7, 1996 by the Securities
and Exchange Commission (the "Commission"), including each of the exhibits filed
by the Company with the Commission.
In addition, the exhibits listed in the Index to Exhibits are included
within this Registration Statement.
-1-
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
ATLANTA, STATE OF GEORGIA, ON MAY 7, 1996.
NOVA Corporation
(Registrant)
/s/ James M. Bahin
By: _________________________________
James M. Bahin
Chief Financial Officer and
Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON MAY 7, 1996.
SIGNATURE TITLE
* Director, Chairman of the Board,
- ------------------------------------- President and Chief Executive
EDWARD GRZEDZINSKI Officer(principal executive
officer)
/s/ James M. Bahin Director, Vice Chairman of the
- ------------------------------------- Board,Chief Financial Officer and
JAMES M. BAHIN Secretary(principal accounting
officer)
* Director
- -------------------------------------
CHARLES T. CANNADA
* Director
- -------------------------------------
DR. HENRY KRESSEL
* Director
- -------------------------------------
JOSEPH P. LANDY
* Director
- -------------------------------------
MAURICE F. TERBRUEGGEN, JR.
* Director
- -------------------------------------
FRED MARTIN WINKLER
/s/ James M. Bahin
*By: ________________________________
JAMES M. BAHIN
AS ATTORNEY-IN-FACT
-2-
<PAGE>
INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL
NO. DESCRIPTION OF EXHIBIT PAGE NO.
- ------- ----------------------------------------------- ----------
5 Opinion of Long, Aldridge & Norman, LLP
23.1 Consent of Long, Aldridge & Norman, LLP
(included in its opinion filed as Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
i
<PAGE>
EXHIBIT 5
May 7, 1996
NOVA Corporation
Suite 700
Five Concourse Parkway
Atlanta, GA 30328
RE: LEGALITY OF COMMON STOCK TO BE SOLD IN PUBLIC OFFERING
Ladies and Gentlemen:
We have acted as counsel to NOVA Corporation, a Georgia corporation (the
"Company"), in connection with the proposed offering and sale by the Company of
up to 230,000 shares (the "Shares") of Common Stock, $.01 par value per share
(the "Common Stock"), of the Company, including the preparation of a
Registration Statement on Form S-1 (the "Abbreviated Registration Statement")
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended, and the filing thereof with the Securities and Exchange Commission (the
"Commission"). Of the Shares being offered, up to 30,000 Shares are subject to
an over-allotment option (the "Over-Allotment Option") granted by the
Company to the several underwriters named in the Registration Statement on Form
S-1 (Registration No. 333-1788) (the "Initial Registration Statement"). The
Shares are to be purchased by certain underwriters and offered for sale to the
public, together with the shares of the Company's Common Stock registered
pursuant to the Initial Registration Statement, pursuant to the terms of the
Underwriting Agreement (as hereinafter defined) the form of which was filed as
an exhibit to the Initial Registration Statement.
The opinion hereinafter set forth is given pursuant to Item 16(a) of Form
S-1 and Item 601(b)(5) of Regulation S-K. The only opinion rendered by this firm
consists of the matters set forth in numbered paragraph (1) below (our
"Opinion"), and no opinion is implied or to be inferred beyond such matters.
Additionally, our Opinion is based upon and subject to the qualifications,
limitations and exceptions set forth in this letter.
In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including, without limitation, the
Articles of Incorporation, as amended, and the Bylaws of the Company, the
minutes of the proceedings of the Board of Directors and the shareholders of the
Company, the form of Underwriting Agreement entered into among the Company
and Alex. Brown & Sons Incorporated, Smith Barney Inc., Montgomery Securities
and The Robinson-Humphrey Company, Inc., as representatives of the several
underwriters to be named
<PAGE>
NOVA Corporation
Page 2
May 7, 1996
therein (the "Underwriting Agreement"), the Abbreviated Registration Statement
and the Initial Registration Statement. In making all of our examinations, we
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as copies, and the due execution and delivery of all
documents by any persons or entities other than the Company and the Selling
Shareholders where due execution and delivery by such persons or entities is a
prerequisite to the effectiveness of such documents.
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of officers of the
Company and certificates of public officials of the State of Georgia. We have
not independently verified or investigated, nor do we assume any responsibility
for, the factual accuracy or completeness of such factual statements.
The members of this firm are admitted to the Bar of the State of Georgia and
are duly qualified to practice law in that state. Because the Company is
organized under, and the subject of our Opinion therefore is governed by, the
Business Corporation Code of the State of Georgia (the "Georgia Code"), we do
not herein express any opinion concerning any matter respecting or affected by
any laws other than laws set forth in the Georgia Code that are now in effect
and that, in the exercise of reasonable professional judgment, are normally
considered in transactions such as the offering and sale of the Shares. The
Opinion hereinafter set forth is based upon pertinent laws and facts in
existence as of the date hereof, and we expressly disclaim any obligation to
advise you of changes to such pertinent laws or facts that hereafter may come to
our attention.
Based upon and subject to the foregoing, we are of the Opinion that:
(1) the 230,000 Shares to be issued and sold (including up to 30,000 Shares
to be issued and sold pursuant to the Over-Allotment Option) by the
Company, when issued, sold and delivered in accordance with the
Underwriting Agreement against payment in full of the purchase price
therefor, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Abbreviated Registration Statement and to the reference to our name under the
caption "Legal Matters" set forth in the Prospectus forming a part of the
Initial Registration Statement.
Very truly yours,
LONG, ALDRIDGE & NORMAN, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
NOVA Corporation on Form S-1 of our reports dated February 19, 1996 and December
21, 1994, appearing in the Registration Statement (Form S-1 No. 333-1788) of
NOVA Corporation filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933.
/s/ Ernst & Young LLP
-----------------------------------
Ernst & Young LLP
Atlanta, Georgia
May 7, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints James M. Bahin and Cathy A. Harper, and either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution for him and
in his name, place and stead, in any and all capacities, (i) to sign a
Registration Statement on Form S-1 under the provisions of the Securities Act
of 1933, as amended, for the registration of shares of Common Stock of NOVA
Corporation, including any registration statement filed pursuant to Rule 462(b),
(ii) and to sign any and all amendments thereto (including post-effective
amendments), and (iii) to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, and either of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof in connection
with the matters set forth in items (i) through (iii) above.
This 4th day of May, 1996.
/s/ Edward Grzedzinski
--------------------------
Edward Grzedzinski
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Edward Grzedzinski and Cathy A. Harper, and either of them, his true
and lawful attorney-in-fact and agent, with full power of substitution for him
and in his name, place and stead, in any and all capacities, (i) to sign a
Registration Statement on Form S-1 under the provisions of the Securities Act of
1933, as amended, for the registration of shares of Common Stock of NOVA
Corporation, including any registration statement filed pursuant to Rule 462(b),
(ii) and to sign any and all amendments thereto (including post-effective
amendments), and (iii) to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, and either of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof in connection
with the matters set forth in items (i) through (iii) above.
This 3rd day of May, 1996.
/s/ James M. Bahin
--------------------------
James M. Bahin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints James M. Bahin and Cathy A. Harper, and either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution for him and
in his name, place and stead, in any and all capacities, (i) to sign a
Registration Statement on Form S-1 under the provisions of the Securities Act
of 1933, as amended, for the registration of shares of Common Stock of NOVA
Corporation, including any registration statement filed pursuant to Rule 462(b),
(ii) and to sign any and all amendments thereto (including post-effective
amendments), and (iii) to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, and either of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof in connection
with the matters set forth in items (i) through (iii) above.
This 5th day of May, 1996.
/s/ Charles T. Cannada
--------------------------
Charles T. Cannada
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints James M. Bahin and Cathy A. Harper, and either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution for him and
in his name, place and stead, in any and all capacities, (i) to sign a
Registration Statement on Form S-1 under the provisions of the Securities Act
of 1933, as amended, for the registration of shares of Common Stock of NOVA
Corporation, including any registration statement filed pursuant to Rule 462(b),
(ii) and to sign any and all amendments thereto (including post-effective
amendments), and (iii) to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, and either of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof in connection
with the matters set forth in items (i) through (iii) above.
This 3rd day of May, 1996.
/s/ Henry Kressel
--------------------------
Dr. Henry Kressel
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints James M. Bahin and Cathy A. Harper, and either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution for him and
in his name, place and stead, in any and all capacities, (i) to sign a
Registration Statement on Form S-1 under the provisions of the Securities Act
of 1933, as amended, for the registration of shares of Common Stock of NOVA
Corporation, including any registration statement filed pursuant to Rule 462(b),
(ii) and to sign any and all amendments thereto (including post-effective
amendments), and (iii) to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, and either of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof in connection
with the matters set forth in items (i) through (iii) above.
This 3rd day of May, 1996.
/s/ Joseph P. Landy
--------------------------
Joseph P. Landy
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints James M. Bahin and Cathy A. Harper, and either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution for him and
in his name, place and stead, in any and all capacities, (i) to sign a
Registration Statement on Form S-1 under the provisions of the Securities Act
of 1933, as amended, for the registration of shares of Common Stock of NOVA
Corporation, including any registration statement filed pursuant to Rule 462(b),
(ii) and to sign any and all amendments thereto (including post-effective
amendments), and (iii) to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, and either of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof in connection
with the matters set forth in items (i) through (iii) above.
This 3rd day of May, 1996.
/s/ Maurice F. Terbrueggen, Jr.
--------------------------------
Maurice F. Terbrueggen, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints James M. Bahin and Cathy A. Harper, and either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution for him and
in his name, place and stead, in any and all capacities, (i) to sign a
Registration Statement on Form S-1 under the provisions of the Securities Act
of 1933, as amended, for the registration of shares of Common Stock of NOVA
Corporation, including any registration statement filed pursuant to Rule 462(b),
(ii) and to sign any and all amendments thereto (including post-effective
amendments), and (iii) to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, and either of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof in connection
with the matters set forth in items (i) through (iii) above.
This 6th day of May, 1996.
/s/ Fred Martin Winkler
--------------------------
Fred Martin Winkler
