<PAGE>
As filed with the Securities and Exchange Commission on May 18, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
NOVA CORPORATION
(Exact name of Registrant as specified in its charter)
Georgia 58-2209575
(State of incorporation) (I.R.S. Employer
Identification No.)
_______________
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)
Cherie M. Fuzzell
General Counsel and Senior Vice President
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:
_______________
Carole A. Loftin
Vice President and Corporate Counsel
NOVA Corporation
One Concourse Parkway
Suite 300
Atlanta, Georgia 30328
(770) 396-1456
Approximate date of commencement of proposed sale to the public:
From time to time after the Registration Statement becomes effective.
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 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. [X]
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 delivery of the Prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Shares to be Offering Price Aggregate Offering Registration
to be Registered Registered per Share(1) Price(1) Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share..................... 55,000 $22.781 $1,252,955 $348.32
==============================================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c) on the basis of the average of the high
and low sale prices of the Registrant's Common Stock as reported in the New
York Stock Exchange consolidated reporting system on May 12, 1999.
_______________
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.
<PAGE>
PROSPECTUS 55,000 Shares
NOVA CORPORATION
Common Stock
This Prospectus relates to the proposed offer and sale of an aggregate of
up to 55,000 shares of Common Stock of NOVA Corporation ("NOVA") by the selling
shareholders identified under the caption "Selling Shareholders." NOVA issued
the shares to the selling shareholders in connection with a merger transaction
whereby Central Banc Service Corp., all of the outstanding shares of which were
owned by the selling shareholders, became a wholly-owned subsidiary of NOVA (the
"Merger Transaction").
NOVA will not receive any proceeds from the sale of the shares by the
selling shareholders. NOVA will pay the expenses of registration of the sale of
the shares but the selling shareholders will pay any broker-dealer commissions,
discounts and fees and expenses and fees of any of their advisors.
The selling shareholders may sell the shares from time to time on the New
York Stock Exchange or in private transactions, at prevailing market prices or
at privately negotiated prices.
The Common Stock is listed on the New York Stock Exchange under the symbol
"NIS." On May 12, 1999, the last reported sale price of the Common Stock on the
New York Stock Exchange was $22.7500 per share.
NOVA's principal executive offices are located at One Concourse Parkway,
Suite 300, Atlanta, Georgia 30328 and its telephone number is (770) 396-1456.
_________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is
a criminal offense.
_________________
The date of this Prospectus is May 18, 1999.
<PAGE>
TABLE OF CONTENTS
Page
----
Where You Can Find More Information.............................. 2
Incorporation of Certain Documents by Reference.................. 2
Description of NOVA Corporation.................................. 3
Use of Proceeds.................................................. 4
Selling Shareholders............................................. 4
Plan of Distribution............................................. 4
Experts.......................................................... 5
Legal Matters.................................................... 5
References in this Prospectus to "we," "our," or "us" refer to NOVA Corporation
and its subsidiaries and not to the selling shareholders.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other
documents with the SEC. You may read and copy such reports, proxy statements,
information statements and obtain other information from the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You should
call 1-800-SEC-0330 for more information on the operation of the Public
Reference Room. The SEC maintains an Internet site at http://www.sec.gov where
------------------
reports, proxy and information statements, and other information regarding
issuers that file electronically, including NOVA, may be found.
This Prospectus is part of a registration statement that we filed with the
SEC and omits certain information contained in the registration statement as
permitted by the SEC. Additional information regarding NOVA and the Common
Stock is contained in the registration statement on Form S-3 (of which this
Prospectus forms a part), including certain exhibits and schedules. You can
obtain a copy of the registration statement from the SEC at the street address
or Internet site listed in the above paragraph.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate" into this Prospectus information we file
with the SEC. This allows us to disclose important information to you by
referring to other documents filed with the SEC (including documents we file
with the SEC after the date of this Prospectus) that contain that information.
We incorporate by reference the documents listed below as of their respective
dates, except to the extent information in those documents differs from
information contained in this Prospectus:
(1) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
(2) Annual Report on Form 10-K for the year ended December 31, 1998 as amended
by Annual Report on Form 10-K/A for the year ended December 31, 1998; and
(3) The description of the Common Stock as contained in our Registration
Statement on Form 8-A (SEC File No. 1-14342) as filed with the SEC on April
23, 1996.
In addition, we incorporate by reference any future filings that we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934. The information contained in the future filings that we make with
the SEC will automatically update and supercede the information contained or
incorporated by reference in this Prospectus.
-2-
<PAGE>
You may request a copy of the above documents, at no cost, by written or
oral request. We also will provide, upon request and without charge, a copy of
our latest Annual Report. Written or telephonic requests should be directed to:
Cherie M. Fuzzell
General Counsel, Senior Vice President and Secretary
NOVA Corporation
One Concourse Parkway
Suite 300
Atlanta, Georgia 30328
Telephone number: (770) 396-1456.
You should only rely on the information incorporated by reference or
provided in this Prospectus or any supplement. We have not authorized anyone to
provide you with information that is different, and, if given or made, such
information must not be relied upon as having been authorized by NOVA. Neither
the delivery of this Prospectus nor any sales hereunder shall create any
implication that the information is correct as of any time after the date
appearing on the front of those documents. This Prospectus does not constitute
an offer or a solicitation of an offer in any jurisdiction where such offer or
solicitation would be unlawful.
This Prospectus and the documents incorporated by reference in this
Prospectus contain certain "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, which represent our expectations or beliefs. When used in
this Prospectus or in the documents incorporated by reference, the words "may,"
"could," "should," "would," "believe," "anticipate," "estimate," "expect,"
"intend," "plan" and similar terms and/or expressions are intended to identify
forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, certain of which are beyond our control.
We caution that various factors in this Prospectus and those discussed in our
filings with the SEC, as well as general economic conditions and industry
trends, could cause actual results or outcomes to differ materially from those
expressed in any of our forward-looking statements. Any forward-looking
statement speaks only as of the date of this Prospectus or the documents
incorporated by reference, and we undertake no obligation to update any forward-
looking statements to reflect events or circumstances after the date on which
such statement is made or to reflect the occurrence of an unanticipated event.
New factors emerge from time to time, and it is not possible for us to predict
all such factors. Further, we cannot assess the impact of each such factor on
our business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-
looking statements.
DESCRIPTION OF NOVA CORPORATION
We are a provider of integrated transaction processing services, related
software application products and value-added services primarily to small- to
medium-sized merchants. We provide transaction processing support for all major
credit, charge and debit cards, including VISA, MasterCard, American Express,
Discover, Diner's Club, and JCB, as well as check verification services.
We provide merchants with a broad range of transaction processing services,
including authorizing card transactions at the point-of-sale, capturing and
transmitting transaction data, effecting the settlement of payments, and
assisting merchants in resolving billing disputes with their customers. In
addition, we have developed several software applications that can be delivered
to our customers and updated for enhancements via our proprietary
telecommunications network (the "NOVA Network"). The NOVA Network is the
principal conduit through which we provide our services. By combining our
ability to employ technology effectively with the capabilities of the NOVA
Network, we are able to respond quickly and efficiently to the ever changing and
diverse needs of our merchant customers.
-3-
<PAGE>
NOVA was incorporated in Georgia in December 1995 in connection with an
alliance between NOVA and First Union Corporation ("First Union"). NOVA
Information Systems, Inc. ("NOVA Information Systems"), a wholly-owned
subsidiary and predecessor to NOVA, was incorporated in Georgia in February
1991. On September 24, 1998, NOVA acquired PMT Services, Inc. ("PMT") in a
merger transaction, whereby PMT became a wholly-owned subsidiary of NOVA.
Our principal executive offices are located at One Concourse Parkway, Suite
300, Atlanta, Georgia 30328, and our telephone number is (770) 396-1456.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares. All
proceeds will be received and retained solely by the selling shareholders.
SELLING SHAREHOLDERS
The 55,000 shares being offered (the "Shares") were originally issued to
Robert J. Murphy, The Richard A. Murphy and Gladys K. Murphy Revocable Trust
dated September 7, 1995, and Dennis R. Murphy and Margaret A. Murphy, Joint
Tenants with Rights of Survivorship in connection with the Merger Transaction.
The Shares are beneficially owned by and offered for the account of Jean Potter
Murphy Trustee of The Jean Potter Murphy Revocable Trust (the "JPM Trust"),
Robert J. Murphy Trustee of The Robert J. Murphy Trust of 1997 (the "RJM
Trust"), The Richard A. Murphy and Gladys K. Murphy Revocable Trust dated
September 7, 1995 (the "Murphy Trust"), and Dennis R. Murphy and Margaret A.
Murphy, Joint Tenants with Rights of Survivorship (the "Murphys"). Prior to the
offering, the JPM Trust owns a total of 31,000 shares, the RJM Trust owns a
total of 142,904 shares, the Murphy Trust owns a total of 10,476 shares, and the
Murphys own a total of 35,619 shares. Of the 55,000 shares being offered, 7,700
are being offered by the JPM Trust, 35,750 shares are being offered by the RJM
Trust, 2,640 shares are being offered by the Murphy Trust, and 8,910 shares are
being offered by the Murphys. Each selling shareholder beneficially owns less
than 1% of the outstanding shares of Common Stock as of May 14, 1999. If the
selling shareholders sell all of the shares offered by this Prospectus, they
will beneficially own 164,999 shares of NOVA's Common Stock in the aggregate.
The selling shareholders may donate some or all of their shares of Common Stock
or may transfer shares of Common Stock to trusts, partnerships or other entities
they own or control.
PLAN OF DISTRIBUTION
We are registering the shares of Common Stock on behalf of the selling
shareholders. As used herein, "selling shareholders" includes donees and
pledgees selling shares received from the selling shareholders named above after
the date of this Prospectus. We will pay all costs, expenses and fees related
to the registration of the shares. The selling shareholders will pay all
brokerage commissions and similar selling expenses, if any, incurred in
connection with the sale of the shares. The selling shareholders may sell the
shares from time to time in one or more types of transactions (which may include
block transactions) on the New York Stock Exchange, in negotiated transactions,
or a combination of such methods of sale, at market prices prevailing at the
time of sale, or at negotiated prices. Such transactions may or may not involve
brokers or dealers. The selling shareholders have advised us that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their Common Stock, nor is
there any underwriter or coordinating broker acting in connection with the
proposed sale of shares by the selling shareholders.
The selling shareholders may effect transactions by selling shares directly
to purchasers or to or through broker-dealers. In the event that the selling
shareholders do not intend to effect the sale of the shares through a broker-
dealer, the selling shareholders must notify us in advance of any intended
transaction so we can determine compliance with applicable federal and state
securities laws. After we notify the selling shareholders that the
-4-
<PAGE>
transaction may proceed, the selling shareholders may sell the shares. If
necessary, we may file with the SEC a supplemental prospectus which describes
the method of sale in greater detail pursuant to Rule 424(c) under the
Securities Act of 1933. In effecting sales, broker-dealers engaged by the
selling shareholders and/or purchasers of the shares may arrange for other
broker-dealers to participate. Broker-dealers may receive commissions,
concessions or discounts from the selling shareholders and/or the purchasers of
the shares in amounts to be negotiated prior to the sale (and which might be in
excess of customary commissions). In addition, any shares covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
of 1933 may be sold under Rule 144 rather than pursuant to this Prospectus.
The selling shareholders and any broker-dealer who act in connection with
the sale of the shares may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions or other
compensation received by them and any profit on any resale of the shares sold by
them while acting as principals might be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
Because the selling shareholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act of 1933, the selling
shareholders will be subject to the prospectus delivery requirements of the
Securities Act of 1933. We have informed the selling shareholders that the
anti-manipulative provisions of Regulation M promulgated under the Securities
Exchange Act of 1934 may apply to their sales in the market.
Upon NOVA being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker-dealer, a supplement to this Prospectus
will be filed, if required, pursuant to Rule 424(b) under the Securities Act of
1933, disclosing (i) the name of the participating broker-dealer(s), (ii) the
number of shares involved, (iii) the price at which such shares were sold, (iv)
the commissions paid or discounts or concessions allowed to such broker-
dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this Prospectus and (vi) other facts material to the transaction. In addition,
upon our being notified by the selling shareholders that a donee or pledgee
intends to sell more than 500 shares, a supplement to this Prospectus will be
filed.
EXPERTS
The consolidated financial statements (including schedules incorporated by
reference) of NOVA Corporation at December 31, 1998 and 1997, and for each of
the three years in the period ended December 31, 1998, incorporated by reference
in this Prospectus and Registration Statement have been audited by Ernst & Young
LLP, independent auditors, as set forth in their reports thereon incorporated by
reference elsewhere herein which, as to the years 1997 and 1996, are based in
part on the report of PricewaterhouseCoopers LLP, independent auditors, with
regards to the financial statements of PMT Services, Inc. The financial
statements referred to above are included in reliance upon such reports given on
the authority of such firms as experts in accounting and auditing.
LEGAL MATTERS
Long Aldridge & Norman LLP, Atlanta, Georgia, has passed upon certain legal
matters regarding the shares offered by this Prospectus.
-5-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
-------------------------------------------
Securities and Exchange Commission Registration Fee.... $ 348.32
Accounting Fees and Expenses........................... 3,000.00
Legal Fees and Expenses................................ 4,000.00
Printing Expenses...................................... 1,000.00
Miscellaneous Expenses................................. 500.00
Total............................................. $8,848.32
The foregoing items, except for the Securities and Exchange Commission
registration fee, are estimated. We will pay all of the above expenses. The
selling shareholders will pay their own expenses, including expenses of their
own counsel, broker or dealer fees, discounts and expenses, and all transfer and
other taxes on the sale of the shares.
Item 15. 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,
II-1
<PAGE>
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.
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's 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.
Item 16. Exhibits and Financial Statement Schedules
------------------------------------------
(a) Exhibits. The following exhibits are filed as part of this
registration statement.
Exhibit
Number Description
------ -----------
5 Opinion of Long Aldridge & Norman LLP.
23.1 Consent of Long Aldridge & Norman LLP (included in the
Opinion filed as Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of PricewaterhouseCoopers LLP relating to the
audited financial statements of PMT Services, Inc.
24 Power of Attorney (included in signature page to this
Registration Statement).
(b) Financial Statement Schedules. The financial statement schedules that
are required by Regulation S-X are incorporated herein by reference to our
Annual Report on Form 10-K/A for the year ended December 31, 1998.
II-2
<PAGE>
Item 17. Undertakings
------------
A. Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. 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.
II-3
<PAGE>
C. 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 that in the opinion of the SEC 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 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 Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and 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 14, 1999.
NOVA CORPORATION
(Registrant)
By:
/s/ Edward Grzedzinski
----------------------
Edward Grzedzinski
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Edward Grzedzinski and Cherie M. Fuzzell, and
each of them, as 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 any and all amendments (including post-effective amendments)
to this Registration Statement, 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 and 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 either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
NOVA and in the capacities indicated on May 14, 1999.
Signature Title
--------- -----
/s/ Edward Grzedzinski 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
- ---------------------------- and Chief Financial Officer
James M. Bahin (Principal Financial and Accounting
Officer)
Vice Chairman of the Board
- ----------------------------
Richardson M. Roberts
II-5
<PAGE>
Vice Chairman of the Board
- ----------------------------
Gregory S. Daily
Director
- ----------------------------
Charles T. Cannada
/s/ Stephen D. Kane Director
- ----------------------------
Stephen D. Kane
/s/ Henry Kressel Director
- ----------------------------
Dr. Henry Kressel
Director
- ----------------------------
George M. Miller, II
/s/ Stephen E. Wall Director
- ----------------------------
Stephen E. Wall
II-6
<PAGE>
INDEX OF EXHIBITS
Exhibit
Number Description
------ -----------
5 Opinion of Long Aldridge & Norman LLP.
23.1 Consent of Long Aldridge & Norman LLP (included in the Opinion
filed as Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of PricewaterhouseCoopers LLP relating to the audited
financial statements of PMT Services, Inc.
24 Power of Attorney (included in signature page to this
Registration Statement).
II-7
<PAGE>
EXHIBIT 5
Long Aldridge & Norman LLP
303 Peachtree Street, Suite 5300
Atlanta, Georgia 30308
May 11, 1999
NOVA Corporation
One Concourse Parkway
Suite 300
Atlanta, GA 30328
Re: NOVA Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to NOVA Corporation, a Georgia corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") and the filing thereof with the
Securities and Exchange Commission for the registration of certain securities of
the Company owned of record by certain former shareholders (the "Selling
Shareholders") of Central Banc Service Corp. Pursuant to the Registration
Statement, the Company intends to register under the Securities Act of 1933, as
amended, 55,000 shares (the "Shares") of common stock, par value $.01 per share,
of the Company.
The opinion hereinafter set forth is given to the Company pursuant to Item
16 of Form S-3 and Item 601(b)(5) of Regulation S-K. The only opinion rendered
by this firm consists of the matter set forth in numbered paragraph (1) below
(our "Opinion"), and no opinion is implied or to be inferred beyond such matter.
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 Opinion. In making all of our examinations,
we assumed the genuineness of all signatures, the
<PAGE>
NOVA Corporation
Page 2
May 11, 1999
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 certificates of officers of the
Company and originals or copies of certificates of various public officials and
other independent third persons. 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 of any other
state. 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 Shares are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to 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 reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of NOVA Corporation
for the registration of 55,000 shares of its common stock and to the
incorporation by reference therein of our report dated February 19, 1999 with
respect to the consolidated financial statements and schedules of NOVA
Corporation included in its Annual Report (Form 10-K/A) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
May 14, 1999
<PAGE>
Exhibit 23.3
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated September 25, 1998, relating to the
consolidated financial statements and financial statement schedules of PMT
Services, Inc., which appears in NOVA Corporation's Annual Report on Form
10-K/A(1) for the year ended December 31, 1998. We also consent to the
references to us under the headings "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Nashville, Tennessee
May 13, 1999
