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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
NOVA CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 58-2209575
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(State of incorporation (IRS Employer
or organization) Identification No.)
ONE CONCOURSE PARKWAY
SUITE 300
ATLANTA, GEORGIA 30328
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities and is
effective upon filing pursuant to General Instruction A.(c), please check the
following box: [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act pursuant to General Instruction A (d)a.,
please check the following box: [X]
Securities Act registration statement file number to which this form relates:
Not Applicable.
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None
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights New York Stock Exchange
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(Title of each class to be so registered) (Name of each exchange on which
each class is to be registered)
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Page 1 of 4, including Exhibits.
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Item 1. Description of Securities to be Registered.
On June 8, 1999, the Board of Directors of NOVA Corporation, ("the
Company") authorized and declared a dividend distribution of one Common Stock
Purchase Right (a "Right") for each outstanding share of Common Stock of the
Company (as hereinafter defined) to stockholders of record at the close of
business on June 8, 1999 (the "Record Date"). The description and terms of the
Rights are set forth in a Rights Agreement, dated as of July 9, 1999 (the
"Rights Agreement") between the Company and First Union National Bank, as Rights
Agent (the "Rights Agent").
The summary description of the Rights set out below does not purport to be
complete, and is qualified in its entirety by reference to the Rights Agreement,
as the same may be amended from time to time, which is incorporated herein by
reference.
The Rights will be distributed upon the earlier to occur of (i) 10 days
fol1owing a public announcement that a person or a group of affiliated or
associated persons has acquired beneficial ownership of 10% or more of the
outstanding shares of Common Stock of the Company (an "Acquiring Person") or
(ii) 10 days following the commencement of a tender offer or an exchange offer
that would result in a person or group beneficially owning 10% or more of such
outstanding shares of Common Stock (the earliest of (i) and (ii) being herein
referred to as the "Distribution Date"). In certain circumstances identified in
the Rights Agreement, the Distribution Date may be deferred by a majority of the
Board of Directors. Certain inadvertent acquisitions will not result in a person
becoming an Acquiring Person if the person promptly divests itself of sufficient
Common Stock.
Initially, the Rights will be evidenced by the certificates for the Common
Stock registered in the names of the holders of the Common Stock and not by
separate certificates, and will be transferable only in connection with the
transfer of the underlying shares of Common Stock (including a transfer to the
Company). The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights) (i) the Rights will be evidenced
by and transferred with and only with the Common Stock, (ii) new Common Stock
certificates will contain a notation incorporating the Rights Agreement by
reference, and (iii) the transfer of any certificates for shares of Common Stock
will also constitute the transfer of the Rights associated with the shares of
Common Stock represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date, and thereafter such separate Rights
Certificates alone will evidence the Rights. Rights shall be issued in respect
of all shares of Common Stock which are issued after the Record Date but prior
to the earlier of the Distribution Date or July 9, 2009 (the "Expiration Date").
The Rights are not exercisable until the Distribution Date. The rights
will expire on July 9, 2009, unless the Rights are earlier redeemed or exchanged
by the Company, in each case as described below.
Page 2 of 4, including Exhibits.
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Pursuant to the Rights Agreement, each Right will entitle the registered
holder thereof to purchase from the Company a number of shares equal to ten
shares of Common Stock, par value $.0l per share (the "Common Stock"),
multiplied by a fraction, the numerator of which is the number of shares of
Common Stock outstanding on the Stock Acquisition Date, and the denominator of
which is the number of Rights outstanding on the Stock Acquisition Date that are
not beneficially owned by any Acquiring Person. The price for the exercise of
each Right shall be equal to the product of (x) 20% of the then Current Market
Price (as defined in the Rights Agreement) of the Common Stock on the Stock
Acquisition Date (as defined in the Rights Agreement), multiplied by (y) the
number of shares of Common Stock to be received upon exercise (the "Purchase
Price"). Notwithstanding any of the foregoing, following the occurrence of any
of the events set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of the events set forth above until such
time as the Rights are no longer redeemable by the Company as set forth below.
In the event that, at any time following the Stock Acquisition Date (i)
the Company is acquired in a merger or other business combination in which the
Company is not the surviving corporation, or (ii) all or part of its shares are
acquired in a share exchange or the Company engages in a merger or consolidation
in which all or part of its outstanding shares of Common Stock are changed into
or exchanged for stock, other securities or assets of any other person, or (iii)
50% or more of the Company's assets or earning power is sold or transferred,
each holder of a Right (except Rights which are beneficially owned by an
Acquiring Person, which become void) shall thereafter have the right to receive,
upon exercise at the then current Purchase Price, a number of shares of common
stock of the acquiring company equal to the product of ten times the result
obtained by dividing the current market price of the Company's Common Stock by
the current market price of the common stock of the acquiring company (or its
parent), multiplied by a fraction, the numerator of which is the number of
shares of Common Stock outstanding on the Stock Acquisition Date, and the
denominator of which is the number of Rights outstanding on the Stock
Acquisition Date that are not beneficially owned by the Acquiring Person. The
purchase price will be calculated on the same basis as if the Right holder were
exercising a Right to purchase Common Stock of the Company at that time.
With certain exceptions (described in the Rights Agreement), no adjustment
in the Purchase Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. No fractional Rights will be issued, and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Rights on the last trading date prior to the date of adjustment or date of
exercise.
The Company may redeem the Rights in whole, but not in part, at a price of
$.0l per Right, at any time before any Person becomes an Acquiring Person.
Immediately upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.0l redemption price.
Page 3 of 4, including Exhibits.
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Until a Right is exercised, the Rights holder, as such, will have no rights
as a stockholder of the Company, including without limitation, the right to vote
or to receive dividends.
The provisions of the Rights Agreement may be amended by the Board of
Directors for so long as the Rights are redeemable. After such date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, to make changes which do not adversely affect the interests of
holders of Rights, or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
Item 2. Exhibits.
2.1 Rights Agreement, dated as of July 9, 1999 between the Company and
First Union National Bank, is incorporated herein by reference from the
Company's Current Report on Form 8-K dated July 9, 1999, as filed with the
Securities and Exchange Commission on July 12, 1999.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
NOVA CORPORATION
Dated: July 12, 1999
/s/ Cherie M. Fuzzell
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Cherie M. Fuzzell
Senior Vice President, General Counsel
and Secretary
Page 4 of 4, including Exhibits.
