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As filed with the Securities and Exchange Commission on May 17, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NOVA CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 58-2209575
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE CONCOURSE PARKWAY, SUITE 300, ATLANTA, GEORGIA 30328
(Address of principal executive offices, including zip code)
NOVA CORPORATION 2000 EMPLOYEES STOCK INCENTIVE PLAN
(Full title of the plan)
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CHERIE M. FUZZELL COPY TO:
GENERAL COUNSEL AND SENIOR VICE PRESIDENT
NOVA CORPORATION THOMAS P. LAUTH, ESQ.
ONE CONCOURSE PARKWAY, SUITE 300 LONG ALDRIDGE & NORMAN LLP
ATLANTA, GEORGIA 30328 303 PEACHTREE STREET
(Name and address of agent for service) SUITE 5300
(770) 396-1456 ATLANTA, GEORGIA 30308
(Telephone number, including area code, (404) 527-4187
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered(1) per share(2) offering price(2) fee(2)
=========================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value
per share 3,500,000 $30.5315 $106,860,250 $28,211.11
=========================================================================================================
</TABLE>
(1) The shares of Common Stock being registered represent 3,500,000 shares
of Common Stock which may be acquired pursuant to options available for
grant in the future under the NOVA Corporation 2000 Employees Stock
Incentive Plan (the "Plan"). An undetermined number of additional
shares may be issued, or the shares registered hereunder may be
combined into an undetermined lesser number of shares, if the
antidilution provisions of the Plan become operative.
(2) The offering price of the 3,500,000 shares which may be acquired
pursuant to options available for grant in the future under the Plan is
not presently determinable. The offering price for such shares is
estimated pursuant to Rule 457(c) and (h) solely for the purpose of
calculating the registration fee and is based upon the average of the
high and low prices of the Registrant's Common Stock on May 15, 2000
as quoted on the New York Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in the instructions
to Part I of the Registration Statement on Form S-8 will be sent or given to
participants in the Plan as required by Rule 428(b)(1) of the rules promulgated
under the Securities Act of 1933, as amended. As permitted by the instructions
to Part I of the Registration Statement on Form S-8, such documents are not
filed with this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by NOVA Corporation (the
"Company" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") hereby are incorporated herein by reference as of their respective
dates:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000; and
(3) The description of the Company's Common Stock as contained in
the Company's Registration Statement on Form 8-A (Registration No. 1-7088) as
filed with the Commission on May 7, 1996.
In addition, all reports and documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act") subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from the date of the filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
David M. Ivey, a director nominee, is a partner in the law firm of Long
Aldridge & Norman LLP. Mr. Ivey, on behalf of Long Aldridge & Norman LLP, has
provided legal services to NOVA Corporation and its predecessor since 1992.
ITEM 6. 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,
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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.
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 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
5 Opinion of Long Aldridge & Norman LLP
23.1 Consent of Long Aldridge & Norman LLP (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of PricewaterhouseCoppers LLP relating to the audited
financial statements of PMT Services, Inc.
24 Powers of Attorney (included on the Signature Page to this
Registration Statement).
</TABLE>
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ITEM 9. 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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "1933 Act"), 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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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.
C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING
PERSONS.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the 1933 Act 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 1933 Act and will be governed by the final
adjudication of such issue.
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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-8 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 17, 2000.
NOVA CORPORATION
By: /s/ Edward Grzedzinski
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Edward Grzedzinski
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Edward Grezedzinski and Cherie M. Fuzzell and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign 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 or necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of May 17, 2000.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ---------- -----
<S> <C>
/s/ Edward Grzedzinski Director, Chairman of the Board,
- ------------------------------------ President and Chief Executive
Edward Grzedzinski Officer (Principal Executive Officer)
/s/ F. David Rice Senior Vice President and Corporate Controller
- ------------------------------------ (Principal Financial and Accounting Officer)
F. David Rice
/s/ Charles T. Cannada Director
- ------------------------------------
Charles T. Cannada
/s/ Gregory S. Daily Vice Chairman of the Board
- ------------------------------------
Gregory S. Daily
</TABLE>
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<TABLE>
<S> <C>
Director
- ------------------------------------
Pamela A. Joseph
/s/ Stephen D. Kane Director
- ------------------------------------
Stephen D. Kane
/s/ Dr. Henry Kressel Director
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Dr. Henry Kressel
/s/ Stephen E. Wall Director
- ------------------------------------
Stephen E. Wall
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
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<S> <C>
5 Opinion of Long Aldridge & Norman LLP
23.1 Consent of Long Aldridge & Norman LLP (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of PricewaterhouseCoopers LLP relating to the audited
financial statements of PMT Services, Inc.
24 Powers of Attorney (included on the Signature Page to this
Registration Statement).
</TABLE>
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EXHIBIT 5.1
[LONG ALDRIDGE & NORMAN LLP LETTERHEAD]
May 10,2000
NOVA Corporation
One Concourse Parkway
Suite 300
Atlanta, GA 30328
Re: NOVA Corporation 2000 Employees Stock Incentive Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to NOVA Corporation, a Georgia corporation
(the "Company"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") and the filing thereof with the Securities and
Exchange Commission. Pursuant to the Registration Statement, the Company
intends to register under the Securities Act of 1933, as amended, 2,500,000
shares of the Company's common stock, par value $.01 per share (the "Plan
Shares"), that may be acquired upon the exercise of options which may be
granted in the future under the Company's 2000 Employees Stock Incentive Plan
(the "Plan").
The opinion hereinafter set forth is given to the Company pursuant to
Item 8 of Form S-8 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, including, without limitation, the
Plan. In making all of our examinations, we assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as
copies, and the due execution and delivery of all documents by any persons or
entities where due execution and delivery by such persons or entities is a
prerequisite to the effectiveness of such documents.
<PAGE> 2
NOVA Corporation
Page 2
May 10, 2000
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of an officer of
the Company and a certificate of a public official. We have not independently
verified or investigated, nor do we assume any responsibility for, the factual
accuracy or completeness of such factual statements.
The members of this firm are admitted to the Bar of the State of
Georgia and are duly qualified to practice law in that state. We do not herein
express any opinion concerning any matter respecting or affected by any laws
other than the Georgia Business Corporation Code that is now in effect and that,
in the exercise of reasonable professional judgment, normally are considered in
matters such as the issuance of the Plan Shares. 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 fats that hereafter may come to our attention.
Based upon and subject to the foregoing, we are of the Opinion that:
(1) The Plan Shares, when issued upon the exercise of options, in
accordance with the terms of the Plan, against payment in full of the option
exercise price therefor, will be 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/ Thomas P. Lauth III
-----------------------------
Thomas P. Lauth, III
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of NOVA Corporation for the registration of 3,500,000 shares of its
common stock of our report dated February 22, 2000 with respect to the
consolidated financial statements and schedule of NOVA Corporation included in
its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
May 15, 2000
Atlanta, Georgia
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated September 25, 1998
relating to the consolidated financial statements of PMT Services Inc. as of
and for the year ended July 31, 1997, which appears in the 1999 Annual Report
to Shareholders of NOVA Corporation, which is incorporated by reference in NOVA
Corporation's Annual Report on Form 10-K for the year ended December 31, 1999.
We also consent to the incorporation by reference of our report dated September
25, 1998, relating to the financial statement schedule, which appears in such
Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
- -------------------------------
PricewaterhouseCoopers LLP
Nashville, Tennessee
May 15, 2000
