<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
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 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:
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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(1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share............ 1,082,969 $27.407 $29,680,931.38 $7,835.77
=======================================================================================================
</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 April
11, 2000.
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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.
<PAGE> 2
PROSPECTUS 1,082,969 SHARES
NOVA CORPORATION
COMMON STOCK
This Prospectus relates to the proposed offer and sale of an aggregate
of up to 1,082,969 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 First Savings Bank Merchant Division, Inc., 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 April 13, 2000, the last reported sale price of the Common
Stock on the New York Stock Exchange was $28 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.
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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.
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The date of this Prospectus is April 14, 2000.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
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................................................................................. 5
Experts.............................................................................................. 6
Legal Matters........................................................................................ 6
</TABLE>
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 Securities and Exchange Commission. You may read and
copy such reports, proxy statements, and 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
that 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) Annual Report on Form 10-K for the year ended December 31,
1999; and
(2) 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
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that we make with the SEC will automatically update and supercede the
information contained or incorporated by reference in this Prospectus.
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. The selling shareholder cannot offer
any of these shares in any state or jurisdiction where the offer is not
permitted.
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 an Atlanta-based provider of integrated transaction-processing
services, related software applications, and value-added services for over
500,000 merchant locations. Our target customers include small to medium-sized
business enterprises that require a full spectrum of processing services, as
well as community banks and financial institutions that desire to provide their
merchant customers with payment processing. We have continued to focus on the
processing sector comprised of primarily small to medium-sized merchants because
they have been historically overlooked and benefit from the advantages of
value-added services usually offered only to large, nationally based 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
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verification services. The aggregate dollar volume of VISA and MasterCard
transactions that we processed in 1999 exceeded $57 billion.
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, which we
initially developed in conjunction with MCI WorldCom, Inc., 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.
NOVA was incorporated in Georgia in December 1995 in connection with an
alliance between NOVA and First Union Corporation. NOVA Information Systems,
Inc., a wholly-owned subsidiary and predecessor to NOVA, was incorporated in
Georgia in February 1991. On September 24, 1998, NOVA acquired PMT Services,
Inc. 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 1,082,969 shares being offered are beneficially owned by and
offered for the account of First Savings Bank FSB ("FSB"), Conrad T. Van
Hazebroeck ("Mr. Van Hazebroeck"), Delaware Charter Guarantee & Trust Company
FBO Megan M. Van Hazebroeck ("Delaware CG&T #1"), Delaware Charter Guarantee &
Trust Company FBO C. Grant Van Hazebroeck ("Delaware CG&T #2"), J. Michael
Ponder ("Mr. Ponder"), The Ponder Family Limited Partnership (the
"Partnership"), Rodney L. Delfinado ("Mr. Delfinado") and Thomas C. Alexander
("Mr. Alexander") (or, their successors-in-interest described below under "Plan
of Distribution"). Of the 1,082,969 shares being offered, 625,711 shares are
being offered by FSB, 196,744 shares are being offered by Mr. Van Hazebroeck,
7,821 shares are being offered by Delaware CG&T #1, 7,821 shares are being
offered by Delaware CG&T #2, 134,173 shares are being offered by Mr. Ponder,
78,213 shares are being offered by the Partnership, 21,657 shares are being
offered by Mr. Delfinado, and 10,829 shares are being offered by Mr. Alexander.
Each selling shareholder beneficially owns less than 1% of the outstanding
Common Stock as of April 11, 2000. If the selling shareholders sell all of the
shares offered by this Prospectus, they will have no beneficial ownership of any
shares of NOVA's Common Stock.
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.
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PLAN OF DISTRIBUTION
We are registering the shares 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 the shares, nor is there any underwriter or
coordinating broker acting in connection with the proposed sale of the 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
transaction may proceed, the selling shareholders may sell the shares. If
necessary, we may file with the SEC a supplemental prospectus that 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 acts 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(s) 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.
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EXPERTS
The consolidated financial statements (including schedules) of NOVA
Corporation at December 31, 1999 and 1998, and for each of the three years in
the period ended December 31, 1999, incorporated by reference in this
Prospectus and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference elsewhere herein which, as to the year ended December 31, 1997, is
based in part on the report of PricewaterhouseCoopers LLP, independent
accountant, with regard to the financial statements of PMT Services, Inc. as of
and for the year ended July 31, 1997. The financial statements of NOVA
Corporation referred to above are included in reliance upon reports given on
the authority of Ernst & Young LLP as experts in accounting and auditing.
The audited financial statements of PMT Services, Inc. as of and for the
year ended July 31, 1997, not separately presented in this Registration
Statement nor in NOVA Corporation's Annual Report on Form 10-K incorporated by
reference in this Registration Statement, have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report thereon
appears in said Annual Report on Form 10-K. Such financial statements, to the
extent they have been included in the financial statements of NOVA
Corporation, have been so included in reliance on the report of such
independent accountants given on the authority of said firm as experts in
auditing and accounting.
LEGAL MATTERS
Long Aldridge & Norman LLP, Atlanta, Georgia, has passed upon certain
legal matters regarding the shares offered by this Prospectus.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee................... $ 7,835.77
Accounting Fees and Expenses.......................................... $ 3,000
Legal Fees and Expenses............................................... $ 3,000
Printing Expenses..................................................... $ 1,500
Miscellaneous Expenses................................................ $ 500
Total........................................................ $15,835.77
</TABLE>
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
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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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS. The following exhibits are filed as part of this
registration statement.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
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, independent auditors.
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).
</TABLE>
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(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 for the year ended December 31, 1999.
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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.
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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.
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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-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 April 14, 2000.
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 Exchange Act of 1933,
this Registration Statement has been signed by the following persons on behalf
of NOVA and in the capacities indicated on April 14, 2000.
<TABLE>
<CAPTION>
Signature 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
F. David Rice (Principal Financial and Accounting Officer)
/s/ Charles T. Cannada
- --------------------------------- Director
Charles T. Cannada
</TABLE>
II-6
<PAGE> 14
<TABLE>
<S> <C>
/s/ Gregory S. Daily
- --------------------------------- Vice Chairman of the Board
Gregory S. Daily
- --------------------------------- Director
Pamela A. Joseph
/s/ Stephen D. Kane
- --------------------------------- Director
Stephen D. Kane
- --------------------------------- Director
Dr. Henry Kressel
/s/ Stephen E. Wall
- --------------------------------- Director
Stephen E. Wall
</TABLE>
II-7
<PAGE> 15
INDEX OF 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 the Opinion filed as Exhibit 5).
23.2 Consent of Ernst & Young LLP., independent auditors
23.3 Consent of PricewaterhouseCoopers LLP relating to the audited financial statements
PMT Services, Inc.
24 Power of Attorney (included in signature page to this Registration
Statement).
</TABLE>
II-8
<PAGE> 1
EXHIBIT 5
April 11, 2000
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 a Registration Statement on Form S-3 (the
"Registration Statement") and the filing thereof with the Securities and
Exchange Commission for the registration of shares of common stock of the
Company owned of record by certain shareholders (the "Selling Shareholders").
Pursuant to the Registration Statement, the Company intends to register under
the Securities Act of 1933, as amended, 1,082,969 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, including, without limitation, the
Company's Articles of Incorporation and Bylaws, as amended, and minutes of
proceedings of the Board of Directors and shareholders of the Company. 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
April 11, 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.
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 validity of the 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 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 and to the reference to our name under the caption
"Legal Matters" in the Registration Statement.
Very truly yours,
LONG ALDRIDGE & NORMAN LLP
By: /s/ Thomas P. Lauth, III
-----------------------------------
Thomas P. Lauth, III
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, 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 1,082,969 shares of its common stock and to the
incorporation by reference therein 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
April 12, 2000
Atlanta, Georgia
<PAGE> 1
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 of PMT Services Inc. as of and for the year
ended July 31, 1997, which appears in the 1999 Annual Report to Shareholders,
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. We also
consent to the references to us under the headings "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
Nashville, Tennessee
April 14, 2000
