<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998
REGISTRATION NO. 333-45997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
ON 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)
--------------
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. [_]
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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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 THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses of the offering, other than underwriting discounts and
commissions, are:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $ 71,000
NASD filing fee.................................................... 24,000
NYSE listing fee................................................... 51,000
Blue sky fees and expenses......................................... 1,500
Printing and engraving expenses.................................... 150,000
Legal fees and expenses............................................ 125,000
Accounting fees and expenses....................................... 80,000
Transfer agent and registrar fees.................................. 2,500
Miscellaneous expenses............................................. 10,000
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Total............................................................ $515,000
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's Articles of Incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for
breach of their duty of care and other duties as directors; provided, however,
that the Section does not permit a corporation to eliminate or limit the
liability of a director for appropriating, in violation of his duties, any
business opportunity of the corporation, engaging in intentional misconduct or
a knowing violation of law, obtaining an improper personal benefit, or voting
for or assenting to an unlawful distribution (whether as a dividend, stock
repurchase or redemption or otherwise) as provided in Section 14-2-832 of the
Georgia Code. Section 14-2-202(b)(4) also does not eliminate or limit the
rights of a corporation or any shareholder to seek an injunction or other non-
monetary relief in the event of a breach of a director's fiduciary duty. In
addition, Section 14-2-202(b)(4) applies only to claims against a director
arising out of his role as a director and does not relieve a director from
liability arising from his role as an officer or in any other capacity. The
provisions of Article VII of the Registrant's Articles of Incorporation (the
"Articles") are similar in all substantive respects to those contained in
Section 14-2-202(b)(4) of the Georgia Code outlined above, and provides that
the liability of directors of the Registrant shall be limited to the fullest
extent permitted by amendments to Georgia law.
Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern the
indemnification of directors, officers, employees and agents. Section 14-2-851
of the Georgia Code provides for indemnification of a director of the
Registrant for liability incurred by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including civil actions brought as derivative
actions by or in the right of the Registrant) in which he may become involved
by reason of being a director of the Registrant. Section 14-2-851 also
provides such indemnity for directors who, at the request of the Registrant,
act as directors, officers, partners, trustees, employees or agents of another
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan or another enterprise. The Section permits indemnification if the
director acted in a manner he believed in good faith to be in or not opposed
to the best interest of the Registrant and, in addition, in criminal
proceedings, if he had no reasonable cause to believe his conduct was
unlawful. If the required standard of conduct is met, indemnification may
include judgments, settlements, penalties, fines or reasonable expenses
(including attorneys' fees) incurred with respect to a proceeding. However, if
the director is adjudged liable to the Registrant in a derivative action or on
the basis that personal benefit was improperly received by him, the director
will only be entitled to such indemnification for reasonable expenses as a
court finds to be proper in accordance with the provisions of Section 14-2-
854.
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Section 14-2-852 of the Georgia Code provides that directors who are
successful with respect to any claim brought against them, which claim is
brought because they are or were directors of the Registrant, are entitled to
indemnification against reasonable expenses as of right. Conversely, if the
charges made in any action are sustained, the determination of whether the
required standard of conduct has been met will be made, in accordance with the
provisions of Section 14-2-855 of the Georgia Code, as follows: (i) by the
majority vote of a quorum of the disinterested members of the board of
directors, (ii) if a quorum cannot be obtained, by a committee thereof duly
designated by the board of directors, consisting of two or more disinterested
directors, (iii) by special legal counsel, or (iv) by the shareholders, but,
in such event, the shares owned by or voted under the control of directors
seeking indemnification may not be voted.
Section 14-2-857 of the Georgia Code provides that an officer of the
Registrant (but not an employee or agent generally) who is not a director has
the mandatory right of indemnification granted to directors under Section 14-
2-852, as described above. In addition, the Registrant may, as provided by its
Articles, Bylaws, general or specific actions by its Board of Directors, or by
contract, indemnify and advance expenses to an officer, employee or agent who
is not a director to the extent that such indemnification is consistent with
public policy.
The provisions of Article IX of the Registrant' Bylaws provide for
indemnification by the Registrant to the full extent permitted by, the
foregoing provisions of the Georgia Code outlined above.
Officers and directors of the Registrant are presently covered by insurance
which (with certain exceptions and within certain limitations) indemnifies
them against any losses or liabilities arising from any alleged "wrongful act"
including any alleged breach of duty, neglect, error, misstatement, misleading
statement, omissions or other act done or wrongfully attempted. The cost of
such insurance is borne by the Registrant as permitted by the Bylaws of the
Registrant and the laws of the State of Georgia.
Reference is hereby made to Section 9 of the Underwriting Agreement, the
form of which is filed as Exhibit 1 hereto, in which the Underwriters agree to
indemnify the directors and officers of the Registrant and certain other
persons against certain civil liabilities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On July 21, 1995, in connection with the acquisition of the bankcard
processing operations of the Bank of Boulder, NOVA Information Systems, Inc.
("NOVA Information Systems") granted options to acquire an aggregate of 25,600
shares of common stock of NOVA Information Systems having an original exercise
price of $1.18 per share to an employee of Boulder Bankcard Processing, Inc.
and options to acquire an aggregate of 38,400 shares of common stock of NOVA
Information Systems having an original exercise price of $2.34 per share to
employees of NOVA Information Systems, pursuant to the 1991 Stock Option Plan
(as defined herein). This transaction was effected in reliance upon the
exemption from registration set forth in Section 4(2) of the Securities Act.
On January 31, 1996, in connection with the First Union Alliance with First
Union Corporation and various banking subsidiaries of First Union Corporation
(the "First Union Banks") (First Union Corporation and the First Union Banks
are collectively referred to herein as "First Union"), the Registrant acquired
all of the outstanding capital stock of NOVA Information Systems and issued
the following securities:
(i) an aggregate of 9,149,209 shares of common stock of the Registrant to
the First Union Banks in exchange for the transaction processing assets of
First Union (the "First Union Assets");
(ii) 1,168,291 shares of common stock of the Registrant, 14,832 shares of
Series A Convertible Preferred Stock, 10,027 shares of Series B Convertible
Preferred Stock of the Registrant and 5,000 shares of Series D Preferred
Stock to Warburg, Pincus Investors, L.P. ("Warburg") in exchange for
768,000 shares of common stock of NOVA Information Systems, a warrant to
purchase 512,000 shares of common stock of NOVA Information Systems, 14,832
shares of Series A Convertible Preferred Stock of NOVA Information Systems,
10,027 shares of Series B Convertible Preferred Stock of NOVA Information
Systems, and 5,000 shares of Series D Preferred Stock of NOVA Information
Systems;
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(iii) 413,324 shares of common stock of the Registrant, 683.34 shares of
Series A Convertible Preferred Stock of the Registrant and 3,029 shares of
Series C Convertible Preferred Stock of the Registrant to WorldCom in
exchange for 256,000 shares of common stock of NOVA Information Systems, a
warrant to purchase 665,600 shares of common stock of NOVA Information
Systems, 683.34 shares of Series A Convertible Preferred Stock of NOVA
Information Systems, and 3,029 shares of Series C Convertible Preferred
Stock of NOVA Information Systems;
(iv) 192,000 shares, 153,600 shares and 54,912 shares of common stock of
the Registrant, respectively, to Edward Grzedzinski, James M. Bahin, and
Paul Bowers in exchange for 192,000 shares, 153,600 shares and 54,912
shares of common stock, respectively of NOVA Information Systems; and
(v) an aggregate of 246,784 shares of common stock of the Registrant to
eight members of management of NOVA Information Systems in exchange for an
aggregate of 246,784 shares of common stock of NOVA Information Systems.
This transaction was effected in reliance upon the exemption from
registration set forth in Rule 506 of Regulation D under the Securities Act.
In addition, on January 31, 1996, the Registrant assumed all obligations
under each outstanding option representing the right to purchase shares of
common stock of NOVA Information Systems granted under the terms of the 1991
Employees' Stock Option and Stock Appreciation Rights Plan of NOVA Information
Systems (the "1991 Stock Option Plan"). Such options were converted into
options representing the right to purchase an equal number of shares of common
stock of the Registrant at the same exercise price. This transaction was
effected in reliance upon the exemption from registration set forth in Section
4(2) of the Securities Act.
In March 1996, the Registrant issued an aggregate of 986,116 shares of
common stock of the Registrant to certain employees in connection with the
exercise of stock options previously granted by NOVA Information Systems
pursuant to the 1991 Stock Option Plan for aggregate consideration of
$1,163,616.88 ($1.18 per share). These transactions were effected in reliance
upon the exemption from registration set forth in Section 4(2) of the
Securities Act.
In April 1996, the Registrant issued an aggregate of 641,532 shares of
common stock of the Registrant to certain employees in connection with the
exercise of stock options previously granted by NOVA Information Systems
pursuant to the 1991 Stock Option Plan for aggregate consideration of $764,431
($1.18 to $2.34 per share). These transactions were effected in reliance upon
the exemption from registration set forth in Section 4(2) of the Securities
Act.
In May 1996, the Registrant issued an aggregate of 8,000 shares of common
stock of the Registrant to one employee in connection with the exercise of
stock options previously granted by NOVA Information Systems pursuant to the
1991 Stock Option Plan for aggregate consideration of $9,440 ($1.18 per
share). This transaction was effected in reliance upon the exemption from
registration set forth in Section 4(2) of the Securities Act.
In January 1998, the Registrant granted Kessler Financial Services, L.P.
("Kessler") warrants to purchase 50,000 shares of common stock of the
Registrant (the "Kessler Warrants"). The Kessler Warrants were granted as
consideration for Kessler providing to the Registrant certain marketing and
referral services pursuant to a marketing agreement. The transaction was
effected in reliance upon the exemption from registration set forth in Section
4(2) of the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this Registration Statement:
(a) Exhibits:
1.1 Form of U.S. Underwriting Agreement among the Registrant and Smith
Barney Inc., BT Alex. Brown Incorporated and The Robinson-Humphrey
Company, LLC as Representatives of the several Underwriters. (8)
1.2 Form of International Underwriting Agreement among the Registrant,
Smith Barney Inc., BT Alex. Brown International, a division of Bankers
Trust International PLC, and The Robinson-Humphrey Company, LLC, as
Lead Managers. (8)
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<PAGE>
2.1 Merchant Business Purchase Agreement, dated October 18, 1994, as
amended November 30, 1994 and December 9, 1994, among NOVA Information
Systems, Inc., the Bank of Boulder, Bolder Bancorporation and NOVA
Newco, Inc.(1)
*2.2 Contribution Agreement, dated October 30, 1995, among the Registrant
(formerly NOVA Holdings, Inc.), NOVA Information Systems, Inc., the
then-current shareholders of NOVA Information Systems, Inc., First
Union Corporation, the First Union Banks, and First Fidelity
Bancorporation and its banking subsidiaries(1)
3.1 Articles of Incorporation of the Registrant, as amended(1)
3.2 Bylaws of the Registrant, as amended(2)
4.1 Specimen Common Stock certificate(1)
4.2 See Articles of Incorporation of the Registrant and Bylaws of the
Registrant, filed as Exhibits 3.1 and 3.2, respectively
4.3 Shareholders Agreement dated January 31, 1996, among the Registrant
(formerly NOVA Holdings, Inc.), NOVA Information Systems, Inc., First
Union, WorldCom, Warburg and each of the other Original
Shareholders(1), as amended by supplements dated as of August 15,
1997, August 22, 1997 and September 8, 1997(8)
4.4 Registration Rights Agreement dated January 31, 1996, among the
Registrant (formerly NOVA Holdings, Inc.), Warburg, WorldCom, and
First Union(1)
5 Opinion of Long Aldridge & Norman LLP(8)
9 Shareholders Agreement, incorporated by reference to Exhibit 4.3(1)(8)
10.1 Shareholders Agreement, incorporated by reference to Exhibit 4.3(1)(8)
10.2 Registration Rights Agreement, incorporated by reference to Exhibit
4.4(1)
10.3 Employment Agreement, dated October 27, 1995, effective January 31,
1996, between NOVA Information Systems and Edward Grzedzinski(1)
10.4 Employment Agreement dated October 27, 1995, effective January 31,
1996, between NOVA Information Systems and James M. Bahin(1)
10.5 Employment Agreement, dated April 4, 1997, between NOVA Information
Systems and John M. Perry(3)
10.6 1991 Employees' Stock Option and Stock Appreciation Rights Plan, as
amended(1)
10.7 1996 Employees Stock Incentive Plan, as amended, together with form of
Incentive Stock Option Agreement and Non-Qualified Stock Option
Agreement(1)
10.8 1996 Directors Stock Option Plan, as amended and restated(2)
10.9 Contribution Agreement, incorporated by reference to Exhibit 22.2(1)
10.10 Lease Agreement dated May 31, 1996 by and between NOVA Information
Systems and Concourse I, LTD.(4)
10.11 Sublease, dated April 1, 1991, between Inter-Banc, Inc. and The
Baptist Health System of East Tennessee, Inc.(1)
10.12 Credit Agreement, dated October 27, 1997 among NOVA Information
Systems, the Lenders named therein, First Union National Bank as
Documentation Agent and Bank of America National Trust and Savings
Association, as Agent(7)
10.13 Agreement dated February 28, 1996, between NOVA Information Systems
and WorldCom(1)
10.14 Subscribers Agreement, dated May 1, 1993, between NOVA Information
Systems and Total System Services, Inc., and Addendum to Subscribers
Agreement, dated July 1993, between NOVA Information Systems and
Total System Services, Inc.(1)
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<PAGE>
*10.15 Marketing Agreement, dated June 30, 1994, between NOVA Information
Systems and Kessler Financial Services, L.P.(1), and Addendum to
Marketing Agreement dated July 24, 1997, effective January 1, 1997
between NOVA Information Systems and Kessler Financial Services,
L.P.(7)
*10.16 Agreement Regarding Merchant Processing Services and Other Matters,
dated May 5, 1995, among NOVA Information Systems, First Alabama
Bank and Regions Financial Corp.(1)
*10.17 Agreement dated June 3, 1992, as amended December 9, 1992 and
November 2, 1994 between NOVA Information Systems and Mellon Bank,
together with the Letter Agreement dated June 3, 1992 between NOVA
Information Systems and Mellon Bank relating to fees, as amended
December 10, 1992 and June 10, 1997(1), both as amended by Letter
Agreement June 10, 1997(7)
10.18 Depositary and Processing Agreement, dated September 30, 1993,
between NOVA Information Systems and Bank of the West(1)
*10.19 Bank of Boulder Purchase Agreement, incorporated by reference to
Exhibit 2.1(1)
*10.20 Non-Competition Agreement, dated December 9, 1994, among NOVA
Information Systems, Boulder Bankcard Processing, Inc. and Steven K.
Bosley(1)
10.21 Marketing Agreement, dated October 1, 1992, between NOVA Information
Systems and MBNA America Bank, N.A.(1)
10.22 Agreement Not to Compete, dated October 1, 1992, between NOVA
Information Systems and MBNA America Bank, N.A.(1)
10.23 Depositary and Settlement Agreement, dated January 31, 1996, among
the Registrant (formerly NOVA Holdings, Inc.), NOVA Information
Systems and FUNB(1)
10.24 Marketing Support Agreement, dated January 31, 1996, among the
Registrant (formerly NOVA Holdings, Inc.), NOVA Information Systems
and the First Union Banks(1)
10.25 Merchant Asset Purchase Agreement, dated as of May 29, 1997, between
NOVA Information Systems and Crestar Bank(5)
10.26 Agreement Respecting a Limited Liability Company, dated October 7,
1997 by and among NOVA Information Systems, Firstar Bank U.S.A., N.A.
d/b/a Elan Financial Services and Firstar Bank Milwaukee, N.A.(6)
*10.27 Agreement Respecting a Limited Liability Company, dated December 12,
1997 by and among the Registrant, NOVA Information Systems and Key
Bank National Association(7)
*10.28 Merchant Asset Purchase Agreement, dated December 30, 1997 by and
between NOVA Information Systems and MBNA American Bank, N.A.(7)
11.1 Statement regarding Computation of Pro forma Earnings Per Share(8)
21 Subsidiaries of the Registrant(7)
23.1 Consent of Long Aldridge & Norman LLP (included in its opinion filed
as Exhibit 5).
23.2 Consent of Ernst & Young LLP(8)
24 Powers of Attorney(8)
27 Financial Data Schedule(8)
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* Confidential treatment pursuant to 17 CFR ((S)(S)) 200.80 and 230.406 has
been requested regarding certain portions of the indicated Exhibit, which
portions have been filed separately with the Commission.
(1)Filed as an exhibit to the Company's Registration Statement on Form S-1
(Registration No. 333-3287), and incorporated herein by reference.
(2)Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 and incorporated by reference herein.
(3)Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, filed on August 13, 1997, Commission File No. 1-
14342, and incorporated herein by reference.
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<PAGE>
(4) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, filed on June 18, 1996, Commission File
No. 1-14342, and incorporated herein by reference.
(5) Filed as an exhibit to the Company's Current Report on Form 8-K, filed June
12, 1997, Commission File No. 1-14342, and incorporated herein by reference.
(6) Filed as an exhibit to the Company's Current Report on Form 8-K, filed
November 14, 1997, Commission File No. 1-14342, and incorporated herein by
reference.
(7) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 and incorporated by reference herein.
(8) Previously filed.
(b) Financial Statement Schedules:
The following financial statement schedule is furnished herewith:
Schedule II--Valuation and Qualifying Accounts
Schedules not included above have been omitted because they are not
applicable, not material, or the required information is given in the
financial statements or notes thereto.
ITEM 17. UNDERTAKINGS.
(a) Filings Incorporating Subsequent Exchange Act Documents by
Reference. 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 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.
(b) Acceleration of Effectiveness. 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 in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of the
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 Securities Act of 1933 and
will be governed by the final adjudication of such issue.
(c) Rule 430A Prospectuses. The undersigned registrant hereby undertakes
that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 3 TO REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
ATLANTA, STATE OF GEORGIA, ON APRIL 20, 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 AMENDMENT
NO. 3 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED ON APRIL 20, 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
/s/ U. Bertram Ellis, Jr.* 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
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<PAGE>
INDEX OF EXHIBITS
The following exhibits are filed as part of this Registration Statement:
EXHIBIT NUMBERDESCRIPTION PAGE
------------------------- ----
1.1 Form of Underwriting Agreement among the Registrant and Smith Barney
Inc., BT Alex. Brown Incorporated and The Robinson-Humphrey Company,
LLC as Representatives of the several Underwriters.
1.2 Form of International Underwriting Agreement among the Registrant,
Smith Barney Inc., BT Alex. Brown International, a division of
Bankers Trust International PLC, and The Robinson-Humphrey Company,
LLC, as Lead Managers.
2.1 Merchant Business Purchase Agreement, dated October 18, 1994, as
amended November 30, 1994 and December 9, 1994, among NOVA
Information Systems, Inc., the Bank of Boulder, Bolder Bancorporation
and NOVA Newco, Inc.(1)
*2.2 Contribution Agreement, dated October 30, 1995, among the Registrant
(formerly NOVA Holdings, Inc.), NOVA Information Systems, Inc., the
then-current shareholders of NOVA Information Systems, Inc., First
Union Corporation, the First Union Banks, and First Fidelity
Bancorporation and its banking subsidiaries(1)
3.1 Articles of Incorporation of the Registrant, as amended(1)
3.2 Bylaws of the Registrant, as amended(2)
4.1 Specimen Common Stock certificate(1)
4.2 See Articles of Incorporation of the Registrant and Bylaws of the
Registrant, filed as Exhibits 3.1 and 3.2, respectively
4.3 Shareholders Agreement dated January 31, 1996, among the Registrant
(formerly NOVA Holdings, Inc.), NOVA Information Systems, Inc., First
Union, WorldCom, Warburg and each of the other Original
Shareholders(1), as amended by supplements dated as of August 15,
1997, August 22, 1997 and September 8, 1997(8)
4.4 Registration Rights Agreement dated January 31, 1996, among the
Registrant (formerly NOVA Holdings, Inc.), Warburg, WorldCom, and
First Union(1)
5 Opinion of Long Aldridge & Norman LLP(8)
9 Shareholders Agreement, incorporated by reference to Exhibit
4.3(1)(8)
10.1 Shareholders Agreement, incorporated by reference to Exhibit
4.3(1)(8)
10.2 Registration Rights Agreement, incorporated by reference to Exhibit
4.4(1)
10.3 Employment Agreement, dated October 27, 1995, effective January 31,
1996, between NOVA Information Systems and Edward Grzedzinski(1)
10.4 Employment Agreement dated October 27, 1995, effective January 31,
1996, between NOVA Information Systems and James M. Bahin(1)
10.5 Employment Agreement, dated April 4, 1997, between NOVA Information
Systems and John M. Perry(3)
10.6 1991 Employees' Stock Option and Stock Appreciation Rights Plan, as
amended(1)
10.7 1996 Employees Stock Incentive Plan, as amended, together with form
of Incentive Stock Option Agreement and Non-Qualified Stock Option
Agreement(1)
10.8 1996 Directors Stock Option Plan, as amended and restated(2)
10.9 Contribution Agreement, incorporated by reference to Exhibit 22.2(1)
10.10 Lease Agreement dated May 31, 1996 by and between NOVA Information
Systems and Concourse I, LTD.(4)
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EXHIBIT NUMBERDESCRIPTION PAGE
------------------------- ----
10.11 Sublease, dated April 1, 1991, between Inter-Banc, Inc. and The
Baptist Health System of East Tennessee, Inc.(1)
10.12 Credit Agreement, dated October 27, 1997 among NOVA Information
Systems, the Lenders named therein, First Union National Bank as
Documentation Agent and Bank of America National Trust and Savings
Association, as Agent(7)
10.13 Agreement dated February 28, 1996, between NOVA Information Systems
and WorldCom(1)
10.14 Subscribers Agreement, dated May 1, 1993, between NOVA Information
Systems and Total System Services, Inc., and Addendum to Subscribers
Agreement, dated July 1993, between NOVA Information Systems and
Total System Services, Inc.(1)
*10.15 Marketing Agreement, dated June 30, 1994, between NOVA Information
Systems and Kessler Financial Services, L.P.(1), and Addendum to
Marketing Agreement dated July 24, 1997, effective January 1, 1997
between NOVA Information Systems and Kessler Financial Services,
L.P.(7)
*10.16 Agreement Regarding Merchant Processing Services and Other Matters,
dated May 5, 1995, among NOVA Information Systems, First Alabama
Bank and Regions Financial Corp.(1)
*10.17 Agreement dated June 3, 1992, as amended December 9, 1992 and
November 2, 1994 between NOVA Information Systems and Mellon Bank,
together with the Letter Agreement dated June 3, 1992 between NOVA
Information Systems and Mellon Bank relating to fees, as amended
December 10, 1992 and June 10, 1997(1), both as amended by Letter
Agreement June 10, 1997(7)
10.18 Depositary and Processing Agreement, dated September 30, 1993,
between NOVA Information Systems and Bank of the West(1)
*10.19 Bank of Boulder Purchase Agreement, incorporated by reference to
Exhibit 2.1(1)
*10.20 Non-Competition Agreement, dated December 9, 1994, among NOVA
Information Systems, Boulder Bankcard Processing, Inc. and Steven
K. Bosley(1)
10.21 Marketing Agreement, dated October 1, 1992, between NOVA Information
Systems and MBNA America Bank, N.A.(1)
10.22 Agreement Not to Compete, dated October 1, 1992, between NOVA
Information Systems and MBNA America Bank, N.A.(1)
10.23 Depositary and Settlement Agreement, dated January 31, 1996, among
the Registrant (formerly NOVA Holdings, Inc.), NOVA Information
Systems and FUNB(1)
10.24 Marketing Support Agreement, dated January 31, 1996, among the
Registrant (formerly NOVA Holdings, Inc.), NOVA Information Systems
and the First Union Banks(1)
10.25 Merchant Asset Purchase Agreement, dated as of May 29, 1997, between
NOVA Information Systems and Crestar Bank(5)
10.26 Agreement Respecting a Limited Liability Company, dated October 7,
1997 by and among NOVA Information Systems, Firstar Bank U.S.A.,
N.A. d/b/a Elan Financial Services and Firstar Bank Milwaukee,
N.A.(6)
*10.27 Agreement Respecting a Limited Liability Company, dated December
12, 1997 by and among the Registrant, NOVA Information Systems and
Key Bank National Association(7)
*10.28 Merchant Asset Purchase Agreement, dated December 30, 1997 by and
between NOVA Information Systems and MBNA American Bank, N.A.(7)
11.1 Statement regarding Computation of Pro forma Earnings Per Share(8)
21 Subsidiaries of the Registrant(7)
23.1 Consent of Long Aldridge & Norman LLP (included in its opinion filed
as Exhibit 5).
23.2 Consent of Ernst & Young LLP(8)
24 Powers of Attorney(8)
II-9
<PAGE>
27 Financial Data Schedule(8)
- - --------
* Confidential treatment pursuant to 17 CFR ((S)(S)) 200.80 and 230.406 has
been requested reagrding certain portions of the indicated Exhibit, which
portions have been filed separately with the Commission.
(1)Filed as an exhibit to the Company's Registration Statement on Form S-1
(Registration No. 333-3287), and incorporated herein by reference.
(2)Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 and incorporated by reference herein.
(3)Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, filed on August 13, 1997, Commission File No. 1-
14342, and incorporated herein by reference.
(4)Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, filed on June 18, 1996, Commission File No. 1-
14342, and incorporated herein by reference.
(5)Filed as an exhibit to the Company's Current Report on Form 8-K, filed June
12, 1997, Commission File No. 1-14342, and incorporated herein by reference.
(6)Filed as an exhibit to the Company's Current Report on Form 8-K, filed
November 14, 1997, Commission File No. 1-14342, and incorporated herein by
reference.
(7)Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 and incorporated by reference herein.
(8) Previously filed.
II-10
<PAGE>
SCHEDULE II
NOVA INFORMATION SYSTEMS, INC.
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
BALANCE AT CURRENT CURRENT BALANCE AT
THE BEGINNING YEAR YEAR THE END
OF THE PERIOD COST/EXPENSE WRITE-OFFS OF THE PERIOD
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FISCAL YEAR ENDING DECEMBER 31, 1997:
Reserve for Doubtful Accounts and Chargebacks $2,707,000 $1,218,000 $1,103,000 $2,822,000
Credit and Fraud Loss Reserve 750,000 2,029,000 1,315,000 1,464,000
FISCAL YEAR ENDING DECEMBER 31, 1996:
Reserve For Doubtful Accounts and Chargebacks $ 440,000 $3,245,000 $978,000 $2,707,000
Credit and Fraud Loss Reserve 883,000 0 133,000 750,000
TEN MONTHS PERIOD ENDING DECEMBER 31, 1995:
Reserve for Doubtful Accounts and Chargebacks $ 206,000 $ 634,000 $ 400,000 $ 440,000
Credit and Fraud Loss Reserve 691,000 337,000 145,000 883,000
</TABLE>
S-1
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
"Selected Consolidated Financial and Other Data" and to the use of our reports
dated February 17, 1998, in the Pre-Effective Amendment No. 3 to the
Registration Statement (Form S-3 on Form S-1 No. 333-45997) and related
Prospectus of NOVA Corporation for the registration of 7,100,000 shares of its
common stock.
Our audits also included the financial statement schedule of Nova Corporation
listed in Item 16(b). This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, the financial statement schedule referred to above, when considered
in relation to the basic financial statements taken as a whole, present fairly
in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
-----------------------------
Ernst & Young LLP
Atlanta, Georgia
April 15, 1998
