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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-14342
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NOVA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-2209575
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OF ORGANIZATION)
ONE CONCOURSE PARKWAY, SUITE 300, 30328
ATLANTA, GEORGIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
(770) 396-1456
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which registered
COMMON STOCK, $0.01 PAR VALUE PER NEW YORK STOCK EXCHANGE
SHARE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [_] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
As of March 19, 1998, the aggregate market value of the Common Stock of the
Company held by non-affiliates of the Company was approximately $162,011,000,
based upon the closing price of $28.5625 per share on the New York Stock
Exchange composite tape on such date. Non-affiliate ownership is calculated by
excluding all shares that may be deemed to be beneficially owned by executive
officers and directors, without conceding that all such persons are
"affiliates" for purposes of the federal securities laws. As of March 19,
1998, there were 29,110,147 shares of the Company's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the registrant's 1997 Annual Report to
Shareholders for the year ended December 31, 1997 is incorporated herein by
reference in Parts II and IV of this Annual Report on Form 10-K. Certain
information contained in the registrant's Proxy Statement for the 1998 Annual
Meeting of Shareholders to be held on May 20, 1998 is incorporated herein by
reference in Part III of this Annual Report on Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized on the
28th day of April, 1998.
/s/ Edward Grzedzinski
By: __________________________________
EDWARD GRZEDZINSKI CHAIRMAN OF THE
BOARD, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons on behalf of the
Company and in the capacities indicated on April 28th, 1998.
SIGNATURE TITLE
/s/ Edward Grzedzinski Director, Chairman of
- ------------------------------------- the Board, President
EDWARD GRZEDZINSKI and Chief Executive
Officer (Principal
Executive Officer)
/s/ James M. Bahin Director, Vice Chairman
- ------------------------------------- of the Board, Chief
JAMES M. BAHIN Financial Officer and
Secretary (Principal
Financial and
Accounting Officer)
/s/ Charles T. Cannada Director
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CHARLES T. CANNADA
/s/ Dr. James E. Carnes Director
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DR. JAMES E. CARNES
/s/ U. Bertram Ellis, Jr. Director
- -------------------------------------
U. BERTRAM ELLIS, JR.
/s/ Dr. Henry Kressel Director
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DR. HENRY KRESSEL
/s/ Joseph P. Landy Director
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JOSEPH P. LANDY
/s/ Maurice F. Terbrueggen, Jr. Director
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MAURICE F. TERBRUEGGEN, JR.
37
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EXHIBIT 11.1
NOVA CORPORATION
COMPUTATION OF PRO FORMA EARNINGS PER SHARE
<TABLE>
<CAPTION>
10-MONTH
PERIOD ENDED
DECEMBER 31,
1995
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<S> <C>
Weighted average Common Stock outstanding during the period.......... $ 2,645,290
Cheap Stock.......................................................... 52,061
Conversion of preferred stock into common stock...................... 11,876,218
Dilutive effect of common stock equivalents.......................... 3,450,913
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Total........................................................... 18,024,482
Net income........................................................... $ 4,887,000
Less: Preferred Stock dividends...................................... 488,899
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Net income available for Common Stock and common stock equivalents... $ 4,398,101
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Per share amount..................................................... $ 0.24
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</TABLE>
