<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1998
REGISTRATION NO. 333-_____
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NOVA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 7375 58-2209575
(STATE OF (PRIMARY STANDARD (I.R.S. EMPLOYER
INCORPORATION) INDUSTRIAL IDENTIFICATION NO.)
CLASSIFICATION CODE
NUMBER)
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ONE CONCOURSE PARKWAY
SUITE 300
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
ONE CONCOURSE PARKWAY
SUITE 300
ATLANTA, GEORGIA 30328
(770) 396-1456
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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THE COMMISSION IS REQUESTED TO MAIL COPIES OF ALL ORDERS, NOTICES AND
COMMUNICATIONS TO:
THOMAS WARDELL, ESQ. JEFFREY M. STEIN, ESQ.
DAVID M. CALHOUN, ESQ. KING & SPALDING
LONG ALDRIDGE & NORMAN LLP 191 PEACHTREE STREET, N.E.
5300 ONE PEACHTREE CENTER ATLANTA, GEORGIA 30303
303 PEACHTREE STREET (404) 572-4600
ATLANTA, GEORGIA 30308-3201
(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 any of the securities 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 investment 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. 333-45997
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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>
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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
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share....... 1,495,000 $ 30.00 $ 44,850,000 $ 13,231
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</TABLE>
(1) Includes 195,000 shares which the Underwriters have the option to purchase
to cover over-allotments, if any. Excludes a total of 8,165,000 shares of
Common Stock previously registered on Registration Statement on Form S-1
(File No. 333-45997)to be issued and sold together with the shares
registered herein. A fee of $70,826 covering the previously registered
shares was paid by the Registrant upon filing of the Registration Statement
No. 333-45997.
(2) The proposed maximum offering price is based on the actual offering price of
the shares to be sold in the offering.
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<PAGE>
Incorporation by reference of Registration Statement on Form S-1, File
No. 333-45997.
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. 333-45997) declared effective on April 20, 1998 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 APRIL 22, 1998.
NOVA Corporation
(Registrant)
/s/ Edward Grzedzinski
By: _________________________________
EDWARD GRZEDZINSKI
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF
EXECUTIVE OFFICER (PRINCIPAL
EXECUTIVE OFFICER)
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 APRIL 22, 1998.
SIGNATURE TITLE
/s/ Edward Grzedzinski Chairman of the Board, President and
_____________________________________ Chief Executive Officer (Principal
EDWARD GRZEDZINSKI Executive Officer)
/s/ James M. Bahin Vice Chairman of the Board, Chief
_____________________________________ Financial Officer and Secretary
JAMES M. BAHIN (Principal Accounting Officer)
/s/ Charles T. Cannada* Director
_____________________________________
CHARLES T. CANNADA
/s/ Dr. James E. Carnes* Director
_____________________________________
DR. JAMES E. CARNES
Director
_____________________________________
U. BERTRAM ELLIS, JR.
/s/ Dr. Henry Kressel* Director
_____________________________________
DR. HENRY KRESSEL
/s/ Joseph P. Landy* Director
_____________________________________
JOSEPH P. LANDY
/s/ Maurice F. Terbrueggen, Jr.* Director
_____________________________________
MAURICE F. TERBRUEGGEN, JR.
/s/ James M. Bahin
*By: ________________________________
JAMES M. BAHIN
AS ATTORNEY-IN-FACT
II-7
<PAGE>
INDEX OF EXHIBITS
The following exhibits are filed as part of this Registration Statement:
EXHIBIT NUMBER DESCRIPTION PAGE
-------------------------- ----
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
II-8
<PAGE>
EXHIBIT 5
April 22, 1998
NOVA Corporation
One Concourse Parkway
Suite 300
Atlanta, Georgia 30328
Re: NOVA Corporation
Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to NOVA Corporation, a Georgia corporation (the
"Company"), in connection with the filing by the Company of a Registration
Statement on Form S-1 (the "Registration Statement") with the Securities and
Exchange Commission registering under the Securities Act of 1933, as amended, up
to 1,495,000 shares of the Company's Common Stock, par value $.01 per share (the
"Shares"), 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 195,000 Shares are subject to an over-allotment option (the
"Over-Allotment Option") granted by the Selling Shareholders to the several
Underwriters and Managers named in the Registration Statement on Form S-1
(Registration No. 333-45997) (the "Initial Registration Statement"). The Shares
are to be purchased by certain Underwriters and Managers 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 Agreements (as hereinafter defined) the forms of which were filed
as exhibits to the Initial Registration Statement. All of the Shares are to be
sold by the Selling Shareholders named in the Underwriting Agreements.
The opinions hereinafter set forth are given to the Company pursuant to
Item 16 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 other 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.
Our Opinion is furnished for the benefit of the Company solely with regard
to the Registration Statement, may be relied upon by the Company only in
connection with the Registration Statement and may not otherwise be relied upon,
used, quoted or referred to by or filed with any other person or entity without
our prior written permission.
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 Opinions, including without limitation, the
Articles of Incorporation of the Company; the Bylaws of the Company; the U.S.
underwriting agreement and the international underwriting agreement between the
Company and the U.S. Underwriters and Managers named therein (collectively, the
"Underwriting Agreements"); and resolutions duly adopted by the Board of
Directors of the Company, authorizing and approving the preparation and filing
of the Registration Statement. In making all of our examinations, we have
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 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. We have not independently
verified or investigated, nor do we assume any responsibility for, the factual
accuracy or completeness of such factual statements.
Members of this firm are admitted to the Bar of the State of Georgia and
are duly qualified to practice law in that state. We do not herein express any
opinion concerning any matter respecting or affected by any laws other than the
laws of the State of Georgia that are now in effect and that, in the exercise of
reasonable professional judgment, are normally considered in transactions such
as those contemplated by the offering of the Shares. The Opinion hereinafter
set forth are 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 Shares are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
LONG ALDRIDGE & NORMAN LLP
By: /s/ David M. Calhoun
----------------------
David M. Calhoun
<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 report dated February 17, 1998, appearing in
the Registration Statement (Form S-1 No. 333-45997) of Nova Corporation filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933.
/s/ Ernst & Young LLP
Atlanta, Georgia
April 21, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Edward Grzedzinski and James M. Bahin, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
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),
and to sign any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and 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 attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
This 21st day of April, 1998.
/s/ Charles T. Cannada
---------------------------
Charles T. Cannada
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Edward Grzedzinski and James M. Bahin, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
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),
and to sign any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and 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 attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
This 21st day of April, 1998.
/s/ Dr. James E. Carnes
---------------------------
Dr. James E. Carnes
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Edward Grzedzinski and James M. Bahin, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
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),
and to sign any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and 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 attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
This 21st day of April, 1998.
/s/ Dr. Henry Kressel
---------------------------
Dr. Henry Kressel
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Edward Grzedzinski and James M. Bahin, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
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),
and to sign any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and 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 attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
This 21st day of April, 1998.
/s/ Joseph P. Landy
---------------------------
Joseph P. Landy
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Edward Grzedzinski and James M. Bahin, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign the
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),
and to sign any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and 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 attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
This 21st day of April, 1998.
/s/ Maurice F. Terbrueggen, Jr.
----------------------------------
Maurice F. Terbrueggen, Jr.
