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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 1-14342
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NOVA CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 58-2209575
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
ONE CONCOURSE PARKWAY,
SUITE 300
ATLANTA, GEORGIA 30328
(Address of Principal Executive Offices) (Zip Code)
(770) 396-1456
(Registrant's telephone number, including area code)
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Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class Shares Outstanding as of August 10, 2000
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Common Stock, $.01 par value 70,128,800 shares
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NOVA CORPORATION
SUPPLEMENTAL EXPLANATORY NOTE
AMENDMENT NO. 1 TO FORM 10-Q, as filed August 16, 2000
The Company is filing this Amendment No. 1 to Form 10-Q to adjust for an
inaccuracy reported for the number of shares outstanding as of August 10, 2000,
as presented on the cover page. The amount originally reported was 73,710,755.
The correct number of shares outstanding at August 10, 2000 is 70,128,800.
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PART II.--OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company has been involved from time to time in litigation in the normal
course of its business. While management is aware of and dealing with certain
pending or threatened litigation, management does not believe that such matters,
individually or in the aggregate, will have a material adverse affect on the
financial condition of the Company.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on May 24, 2000. Two
matters were voted and approved at the meeting.
Proposal 1 Election of Directors
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The results of the voting were as follows:
For Withheld
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Charles T. Cannada 56,568,434 1,182,046
Gregory S. Daily 56,701,284 1,049,196
Edward Grzedzinski 56,597,834 1,152,646
David M. Ivey 56,701,284 1,049,196
Pamela A. Joseph 56,633,584 1,116,896
Stephen. D. Kane 56,853,434 897,046
Dr. Henry Kressell 56,853,434 897,046
Stephen E. Wall 56,853,434 897,046
Proposal 2 Ratification of the selection of Ernst & Young LLP as independent
auditors of the Company for 2000.
The results of the vote were as follows:
For - 57,471,759 Against - 261,089 Abstain - 17,632
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits
Exhibit
No. Description of Exhibit
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<S> <C>
10.54 Split-Dollar Agreement, dated April 3, 2000, among the Registrant, Edward Grzedzinski and
Donald E. Hall, Trustee of the Edward Grzedzinski Trust U/A dated March 7, 2000 (1)
10.55 Employment Agreement, dated May 24, 2000, between the Registrant and Steve M. Scheppmann (1)
10.56 Agreement Respecting a Joint Venture, dated June 23, 2000, among the Registrant, the governor and
Company of the Bank of Ireland and EuroConex Technologies Limited (1)
27 Financial Data Schedule (1)
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(1) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000, Commission File No. 1-14342, and incorporated
by reference herein.
(b) Reports on Form 8-K
The Company did not file any Current Report (s) on Form 8-K during the quarter
ended June 30, 2000.
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FORM 10-Q/A - Amendment No. 1
NOVA CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOVA CORPORATION
(Registrant)
Date: August 16, 2000 By: /s/ Stephen M. Scheppmann
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Stephen M. Scheppmann
Chief Financial Officer
(Principal Accounting Officer)
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