<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1998
REGISTRATION NO.
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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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NATIONAL PROCESSING, INC.
-------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
One Oxmoor Place
101 Bullitt Lane, Suite 450
Louisville, Kentucky
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
61-1303983
(I.R.S. EMPLOYER IDENTIFICATION NO.)
40222
(ZIP CODE)
National Processing, Inc. 1996 Stock Option Plan
(FULL TITLE OF THE PLAN)
Carlton E. Langer, Esq.
Secretary
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(216) 575-3339
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee(2)
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<S> <C> <C> <C> <C>
National Processing, 4,000,000 $12.25 $49,000,000 $14,455
Inc. Common Stock,
without par value
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<FN>
(1) Plus such indeterminate number of additional shares as may be sold or delivered as a result of adjustments
required by antidilution provisions. Pursuant to Rule 416, this Form S-8 Registration Statement shall be
deemed to cover any additional securities issued to prevent dilution, resulting from stock splits, stock
dividends or similar transactions.
(2) These shares are to be offered pursuant to Option Rights granted under the National Processing, Inc. 1996
Stock Option Plan which pertain to common shares and the option price of which shall not be
less than market value at date of grant. The registration fee has been calculated in accordance with Rule 457(h)
by multiplying the proposed maximum aggregate offering price times .000295.
</FN>
</TABLE>
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NATIONAL PROCESSING, INC.
Cross Reference Sheet Pursuant to Item 501(b) of
Regulation S-K, Showing the Location in the
Prospectus of the Information Required by Part 1 of Form S-3
Item of Form S-3 Location of Caption in Prospectus
---------------- ---------------------------------
1. Forepart of the Registration
Statement and Outside Front
Cover Page Of Prospectus ............. Facing Page of Registration
Statement; Cross Reference Sheet;
Outside Front Cover Page of
Prospectus
2. Inside Front and Outside
Back Cover Pages of Prospectus ....... Available Information;
Incorporation of Certain
Documents by Reference; Table of
Contents
3. General Plan Information ............. General Plan Information
4. Securities to be Offered ............. Incorporation of Certain Documents
by Reference; Securities to be
Offered
5. Employees Who May Participate
in the Plan .......................... Employees Who may Participate in
the Plan
6. Purchase of Securities Pursuant
to the Plan and Payment For
Securities Offered ................... Purchase of Securities Pursuant to
the Plan and Payment For
Securities Offered
7. Resale Restrictions .................. Purchase of Securities Pursuant to
the Plan and Payment For Securities
Offered
8. Tax Effects of Plan Participation .... Tax Effects of Plan Participation
9. Investment of Funds .................. Not Applicable
10. Withdrawal From the Plan;
Assignment of Interest ............... Withdrawal From the Plan;
Assignment of Interest
11. Forfeitures and Penalties ............ Withdrawal From the Plan;
Assignment of Interest
12. Charges and Deductions
and Liens Therefor.................... Not Applicable
13. Registration Information and
Employee Plan Annual Information ..... Incorporation of Certain Documents
by Reference
<PAGE> 3
PROSPECTUS
NATIONAL PROCESSING, INC.
NATIONAL PROCESSING, INC.
1996 STOCK OPTION PLAN
4,000,000 SHARES
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This Prospectus relates to Securities of National Processing, Inc. ("NPI"),
which may or have been awarded pursuant to the National Processing, Inc. 1996
Stock Option Plan (the "Plan").
NPI common stock is listed on the New York Stock Exchange under the symbol
"NAP."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
Neither delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of NPI since the date hereof or the dates as of which information is
set forth herein.
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The date of this Prospectus is May 21, 1998
<PAGE> 4
AVAILABLE INFORMATION
NPI is subject to the information reporting requirements of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act") and, accordingly,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). Such reports, proxy statements and other
information may be inspected or copied at the public reference facilities of the
Commission located at Room 1024, Judiciary Plaza, 540 Fifth Street, N.W.,
Washington, D.C. 20549; at the Commission's Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and at its New York Regional Office, R. R. Donnelly Building, 75
Park Place, 14th Floor, New York, New York 10007. Copies of such materials may
also be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition,
reports, proxy statements and other information concerning NPI may be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005 and are also available to the public from commercial document
retrieval services and at the website maintained by the SEC at
"http://www.sec.gov".
This Prospectus does not contain all of the information set forth in the
registration statement on Form S-8 and exhibits thereto filed by NPI under the
Securities Act of 1933, as amended (the "1933 Act"), with the Commission
relating to the shares of National Processing, Inc. Common Stock (NPI Common")
offered hereby ("Registration Statement"), certain portions of which have been
ommitted pursuant to the rules and regulations of the Commission and to which
portions reference is hereby made for further information with respect to NPI
and the securities offered hereby. The Registration Statement and the exhibits
thereto may be inspected without charge at the offices of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and copies may be obtained from the
commission at prescribed rates and are also available to the public from
commercial document retrieval services and at the website maintained by the SEC
at "http://www.sec.gov".
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
NPI hereby incorporates in this Prospectus by reference its Annual Report
on Form 10-K for the year ended December 31, 1997, its Quarterly Report on Form
10-Q dated May 15, 1998 and its Current Reports on Form 8-K dated January 8,
1998 and January 23, 1998, the description of NPI common stock set forth in the
Amended Articles of Incorporation of the Registrant, (filed as Exhibit 3.1 to
Registration Statement No. 333-05507), each as filed with the Commission
pursuant to the Exchange Act.
All documents filed by NPI pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that such statement is modified or superseded by a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS OF NPI BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THE NPI DOCUMENTS (OTHER THAN CERTAIN
EXHIBITS TO ANY SUCH DOCUMENTS) ARE AVAILABLE TO ANY PERSON TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED UPON WRITTEN OR ORAL REQUEST TO ATTENTION:
JIM W. CATE, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, TREASURER AND
ASSISTANT SECRETARY, TELEPHONE NUMBER (502) 326-7050 AND WILL BE FURNISHED
WITHOUT CHARGE.
THE COMPANY
NPI through its wholly owned operating subsidiary, National Processing
Company, is a provider of low-cost high-volume transaction processing services
and customized processing solutions. NPI is an Ohio corporation that was
formerly a wholly owned subsidiary of National City Corporation, an Ohio
headquartered bank holding
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<PAGE> 5
company. NPI was formed on June 5, 1996 under the laws of the State of Ohio. Its
principal executive office is One Oxmoor Place, 101 Bullitt Lane, Suite 450,
Louisville, Kentucky, 40222. Its telephone number is (502) 326-7000.
PLAN INFORMATION
GENERAL PLAN INFORMATION
The purpose of the National Processing, Inc. 1996 Stock Option Plan (the
"Plan") is to provide employment incentives and to encourage capital
accumulation and stock ownership by Eligible Employees of NPI or any of its
Subsidiaries, and to provide to designated Optionees under stock options granted
pursuant to any stock option plan of NPI or of any of its Subsidiaries as an
alternative method of realizing the benefits provided by such stock options.
The Plan shall be administered by the Board who may from time to time
delegate all or any part of its authority under the Plan to a committee of not
less than three Directors appointed by the Board. To the extent of such
delegation, references in the Plan to the Board shall also refer to the
appropriate committee. The interpretation and construction by the Board of any
provision of the Plan or of any agreement evidencing the grant of Option Rights
or Appreciation Rights and any determination by the Board pursuant to any
provision of the Plan or of any such agreement shall be final and conclusive. No
member of the Board shall be liable for any such action or determination made in
good faith.
Participants in the Plan may obtain additional information regarding the
Plan and its administrators by contacting Jim Cate, Executive Vice President,
Chief financial Officer, Treasurer and Assistant Secretary, telephone number
(502) 326-7050.
For more detailed information about NPI reference is made to NPI's Annual
Report on Form 10-K for the year ended December 31, 1997, which is incorporated
herein by reference. See "AVAILABLE INFORMATION" and "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."
Definitions. As used in this Plan,
(a) "Additional Option" means an Option Right granted to an Optionee
to purchase a number of shares of Common Stock equal to the number of
shares of already owned Common Stock delivered by the Optionee as payment
of the exercise price upon exercise of an Option Right and/or the number of
shares of Common Stock tendered or relinquished as payment of the amount to
be withheld under applicable federal, state and local income tax laws in
connection with the exercise of an option as described in Section 5 of the
Plan.
(b) "Additional Option Feature" means a feature of an Option that
provides for the automatic grant of an Additional Option in accordance with
the provisions described in Section 5 of the Plan.
(c) The term "Appreciation Right" means a right granted pursuant to
Section 6 of the Plan.
(d) The term "Board" means the Board of Directors of NPI.
(e) The term "Common Stock" means Common Stock, without par value, of
NPI or any security into which such Common stock may be changed by reason
of any transaction or event of the type described in Section 8 of the Plan.
(f) The term "Eligible Employees" means persons who are at the time
the officers (including officers who are members of the Board) and other
key employees of NPI or of any of its Subsidiaries.
(g) The term "Market Value per Share" means, at any date, the closing
price, per share, of the shares of Common Stock, on the New York Stock
Exchange on that date as reported by the Wall Street Journal (Midwest
Edition) or, if the Common Stock shall be primarily traded in another
market, as determined in a manner specified by the Board using quotations
in such other market, and prior to or within 10 days after the
3
<PAGE> 6
commencement of any such trading, the fair market value per share of the
Common Stock as determined by the Board in its discretion.
(h) The term "Optionee" shall mean the Optionee named in an agreement
evidencing an Outstanding Option.
(i) The term "Option Right" means the right to purchase a share of
Common Stock upon exercise of an Outstanding Option.
(j) The term "Outstanding Option" means, at any time, an option to
purchase shares of Common Stock granted by NPI or any of its Subsidiaries
pursuant to the Plan or any other stock option plan of NPI or any such
Subsidiary now or hereafter in effect, or pursuant to any stock option plan
of any corporation which is merged into NPI and where NPI has by action of
its Board, assumed the obligations of such corporation under such stock
option plan, all whether or not such option is at the time exercisable, to
the extent that such option at such time has not been exercised and has not
terminated.
(k) The term "Spread" means the excess of the Market Value per Share
of Common Stock on the date when an Appreciation Right is exercised over
the option price provided for in the related Option Right.
(l) The term "Subsidiary" shall mean any corporation in which at the
time NPI owns or controls, directly or indirectly, not less than 50% of the
total combined voting power represented by all classes of stock issued by
such corporation.
(m) The term "Internal Revenue Code" means the Internal Revenue Code
of 1986, as amended from time to time.
(n) The term "Incentive Stock Option" means an Option Right granted by
NPI to an Eligible Employee, which Option Right is intended to qualify as
an "Incentive Stock Option" as that term is used in Section 422 of the
Internal Revenue Code.
SECURITIES TO BE OFFERED
The shares of Common Stock which may be made the subject of Option Rights
and Appreciation Rights pursuant to the Plan may be treasury shares or shares of
original issue or a combination of the foregoing. Subject to the adjustments in
accordance to section 8 and 9 of the Plan, the maximum number of shares of
Common Stock which may be sold upon the exercise of Option Rights granted
pursuant to the Plan shall be 4,000,000 shares of Common Stock which are made
available for sale by virtue of the Plan. For purposes of determining the number
of shares that may be sold under the Plan, such number shall increase by the
number of shares surrendered by an Optionee or relinquished to NPI (a) in
connection with the exercise of a stock option or (b) in payment of federal,
state and local income tax withholding liabilities upon exercise of an Option
Right, provided, however, that the number of shares of Common Stock actually
issued or transferred by NPI upon the exercise of Incentive Stock Options shall
not exceed the number of shares of Common Stock specified in this paragraph,
subject to adjustment as provided for in the Plan. Shares covered by Option
Rights cancelled upon exercise of Appreciation Rights shall not be available for
the granting of further Option Rights under the Plan or under any other stock
option plan of NPI or of any of its Subsidiaries, anything in the Plan or such
other stock option plan to the contrary notwithstanding.
EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN
Employees eligible to participate in the Plan are those who are officers of
NPI (including officers who are members of the Board) and other key employees of
NPI or of any of its Subsidiaries.
PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES OFFERED
Grants of option rights. The Board may, from time to time and upon such
terms and conditions as it may determine, authorize the granting to Eligible
Employees of Option Rights. Each such grant may utilize any or all of the
authorizations, and shall be subject to all of the limitations, contained in the
following provisions:
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<PAGE> 7
(a) Each grant shall specify the number of shares of Common Stock to
which it pertains.
(b) Each grant shall specify an option price per share not less than
the Market Value per Share on the date of grant.
(c) Successive grants may be made to the same Eligible Employee
whether or not any Option Rights previously granted to such Eligible
Employee remain unexercised. No Eligible Employee may, however, be granted
under the Plan, in the aggregate, more than 400,000 Option Rights, subject
to adjustment pursuant to Section 8 of the Plan.
(d) Option Rights granted under the Plan may be (i) options which are
intended to qualify under particular provisions of the Internal Revenue
Code, as in effect from time to time, (ii) options which are not intended
so to qualify, or (iii) combinations of the foregoing.
(e) The date of grant of each Option Right shall be the date of its
authorization by the Board, except that the date of grant of an Additional
Option shall be the date of exercise of the underlying Option Right. No
Option Right shall be exercisable more than 10 years from such date of
grant.
(f) Upon exercise of an Option Right, the option price shall be
payable (i) in cash, (ii) by the transfer to NPI by the Optionee of shares
of Common Stock with a value (Market Value per Share times the number of
shares) equal to the total option price, (iii) at the discretion of the
Board, from the proceeds of a sale through a broker on the date of exercise
of some or all of the shares of Common Stock to which the exercise relates,
or (iv) by any combination of such methods of payment.
(g) Each grant of Option Rights shall be evidenced by an agreement
executed on behalf of NPI by any officer designated by the Board for this
purpose and delivered to and accepted by the Eligible Employee and shall
contain such terms and provisions, consistent with the Plan, as the Board
may approve.
Additional option.
(a) The Board may, at or after the date of grant of Option Rights,
grant Additional Options. Additional Options may be granted with respect to
any Outstanding Option.
(b) If an Optionee exercises an Outstanding Option that has an
Additional Option Feature by delivering already owned shares of Common
Stock and/or when shares of Common Stock are tendered or relinquished as
payment of the amount to be withheld under applicable federal, state and
local income tax laws (at withholding rates not to exceed the Optionee's
applicable marginal tax rates) in connection with the exercise of an
option, the Optionee shall automatically be granted an Additional Option.
The Additional Option shall be subject to the following provisions:
(1) The Additional Option shall cover the number of shares of
Common Stock equal to the sum of (A) the number of shares of Common
Stock delivered as consideration upon the exercise of the previously
granted Outstanding Option to which such Additional Option Feature
relates and (B) the number of shares of Common Stock tendered or
relinquished as payment of the amount to be withheld under applicable
federal, state and local income tax laws in connection with the exercise
of the option to which such Additional Option Feature relates;
(2) The Additional Option will not have an Additional Option
Feature unless the Board directs otherwise;
(3) The Additional Option option price shall be 100% of the Market
Value per Share on the date the employee delivers shares of Common Stock
to exercise the Option that has the Additional Option Feature and/or
delivers or forfeits shares of Common Stock in payment of income tax
withholding on the exercise of an Option that has the Additional Option
Feature;
(4) The Additional Option shall not be exercised within the first
six months after it is granted; provided that this restriction shall not
apply if the Optionee becomes disabled or dies during the six-month
period; and
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(5) The Additional Option shall have the same termination date and
other termination provisions as the underlying Option that had the
Additional option Feature.
Grants of appreciation rights. The Board may from time to time authorize
the granting of Appreciation Rights in respect of any or all of the Option
Rights under any Outstanding Option (including Options Rights simultaneously
granted) to the Optionee thereunder. An Appreciation Right shall be a right in
the Optionee to receive from NPI an amount which shall be determined by the
Board and shall be expressed as a percentage of the Spread (not exceeding 100%)
at the time of exercise. To the extent such Optionee elects to exercise such
Appreciation Right instead of the related Option Right, the related Option Right
shall be cancelled, and vice versa. Each such grant may utilize any or all of
the authorizations, and shall be subject to all of the limitations, contained in
the following provisions:
(a) Any grant may permit the exercise of an Appreciation Right with
respect to the value of shares of Common Stock covered by the related
Option Rights.
(b) Any grant may specify that the amount payable on exercise of an
Appreciation Right may be paid by NPI in cash, in shares of Common Stock or
in any combination thereof, and may either grant to the Optionee or retain
in the Board the right to elect among those alternatives.
(c) Each grant shall provide that the maximum number of shares of
Common Stock deliverable upon exercise of an Appreciation Right may not
exceed the number of shares of Common Stock purchasable upon exercise of
the related Option Rights.
(d) Any grant may specify waiting periods before exercise and
permissible exercise dates or periods. No Appreciation Right shall be
exercisable except at a time when the related Option Right is also
exerciseable.
(e) Each grant of an Appreciation Right shall be evidenced by an
agreement executed on behalf of NPI by any officer designated by the Board
for this purpose and delivered to and accepted by the Optionee, which
agreement shall describe such Appreciation Right, identify the related
Option Rights, state that such Appreciation Right is subject to all the
terms and conditions of the Plan, including the right of the Board to
amend, suspend or terminate such Appreciation Right as set forth in
Paragraph 11 of the Plan, and contain such other terms and Provisions,
consistent with the Plan, as the Board may approve.
TAX EFFECTS OF PLAN PARTICIPATION
NPI presently anticipates that Option Rights granted pursuant to the Option
Plan will be either "non-qualified" or "incentive stock" options.
Non-qualified Option Rights and Additional Options will not result in any
taxable income to the Optionee or deduction to NPI at the time they are granted.
In general, the holder of non-qualified Option Rights will realize taxable
ordinary compensation income at the time of the exercise of the Option Rights or
related Additional Options in an amount measured by the excess of the fair
market value of the shares at that time over the option price. The tax basis to
the Optionee for non-qualified option shares acquired will be the option price
plus such taxable ordinary compensation income and when the Optionee disposes of
the shares capital gain or loss will be recognized, either long or short term,
depending on the holding period of the shares.
The amount included in the income of the Optionee of non-qualified Option
Rights or related Additional Options as ordinary taxable income determines the
amount of the deduction to which NPI is entitled.
Option Rights or Additional Options which are Incentive Stock Options will
not result in taxable income to the Optionee or a deduction to NPI at the time
granted nor at the time exercised if holding period requirements are observed.
The Optionee must hold the stock more than two years from date of grant and one
year from date of exercise. If these holding requirements are met, the Optionee
will receive capital gain treatment and NPI no deduction. If these holding
requirements are not met, in general, the Optionee has ordinary taxable income
and the corporation a deduction measured by the excess of the fair market value
of the shares of Common Stock at the time of exercise or disqualifying sale over
the option price, whichever produces a lesser gain.
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<PAGE> 9
The tax basis to the Optionee for Common Stock acquired on exercise of an
Option Right or Additional Option that is an Incentive Stock Option will be the
fair market value at the date the Option Right or Additional Option was granted.
The difference between the fair market value at the date of exercise and the
option price of the Incentive Stock Option will be an item of tax preference.
Thus, it will have to be included when making the alternative minimum tax
calculation for the year in which the Incentive Stock Option was exercised.
The granting of an Appreciation Right will not produce taxable income to
the Optionee or a deduction to NPI. Upon exercise of Appreciation Rights the
amount of any case received and the fair market value of any Common Stock
received will be taxable to the Optionee as ordinary income and, in general,
determines the amount of the deduction to which NPI is entitled.
WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST
No Option Right including any related Appreciation Right shall be
transferable by an Optionee other than by will or the laws of descent and
distribution. Option Rights and Appreciation Rights shall be exerciseable during
the Optionee's lifetime only by the Optionee or by the Optionee's guardian or
legal representative.
The Board may, at any time, suspend or discontinue the Plan or revise or
amend it in any respect whatsoever; provided, however, that if and to the extent
required by rule 16b-3 promulgated under section 16(b) of the Securities
Exchange Act of 1934, as amended, or by any comparable or successor exemption
under which the Board believes it is appropriate for the Plan to qualify, if and
to the extent required under Section 422 of the Internal Revenue Code and if and
to the extent required to treat some or all of the Option Right and Appreciation
Right grants as "performance-based compensation" within the meaning of section
162(m) of the Internal Revenue Code, no amendment shall be effective without the
approval of the shareholders of NPI, that (i) except as provided in section 8 of
the Plan, increases the number of shares of Common Stock with respect to which
awards of Option Rights and Appreciation Rights may be issued under the Plan,
(ii) materially increase the benefits accruing to Optionees pursuant to the Plan
or (iii) materially modifies the definition of "Eligible Employees". No action
under section 11 of the Plan, may without the consent of the Optionee, reduce an
Optionee's rights under any previously granted and outstanding Option Right.
LEGAL OPINION
The validity of the Common Stock offered under this Prospectus has been
passed upon for National City by Carlton E. Langer Esq., Secretary of NPI.
ADDITIONAL INFORMATION
From time to time, NPI may update or supplement this Prospectus by issuing
amendments or supplements in the form of appendices. These documents constitute
an integral part of this Prospectus. NPI will also deliver to Employees copies
of NPI's annual report, proxy statement, and other communications distributed to
shareholders of NPI. Certain information contained in these documents also
updates this Prospectus. All of these documents and the documents incorporated
by reference are available to you without charge, upon written or oral request
to NPI, attention of Jim W. Cate, Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary of National Processing, Inc., One
Oxmoor Place, 101 Bullitt Lane, Suite 450, Louisville, Kentucky, telephone:
(502) 326-7050.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information........................... 2
Incorporation of Certain Documents by
Reference..................................... 2
The Company..................................... 2
Plan Information................................ 3
Legal Opinion................................... 7
Additional Information.......................... 7
</TABLE>
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS,
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING
MADE HEREBY. IF GIVEN OR MADE, NO SUCH INFORMATION OR REPRESENTATIONS MAY BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY NPI. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, AND THERE
SHALL NOT BE ANY SALE OF, THESE SECURITIES BY ANY PERSON IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL FOR THAT PERSON TO MAKE SUCH AN OFFER, SOLICITATION OR
SALE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
======================================================
======================================================
NATIONAL PROCESSING, INC.
NATIONAL PROCESSING, INC.
1996 STOCK OPTION PLAN
4,000,000 SHARES
------------------------------
PROSPECTUS
------------------------------
MAY 21, 1998
======================================================
<PAGE> 11
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*The information called for by Part I of Form S-8 is currently included in the
description of the National Processing, Inc. 1996 Stock Option Plan to be
delivered to eligible persons under the Plan and is not being filed with or
included in this S-8 in accordance with Rule 428 under the Securities Act of
1933, as amended, and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
National Processing, Inc. ("NPI") hereby incorporates in this
Registration Statement by reference its Annual Report on Form 10-K for the year
ended December 31, 1997, its Quarterly Report on Form 10-Q dated May 15, 1998
and its Current Reports on Form 8-K dated January 8, 1998 and January 23, 1998,
the description of NPI common stock set forth in the Amended Articles of
Incorporation of the Registrant, (filed as Exhibit 3.1 to Registration
Statement No. 333-05507), each as filed with the Commission pursuant to
the Exchange Act.
All documents filed by NPI pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that such statement is modified or
superseded by a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
THIS REGISTRATION STATEMENT INCORPORATES DOCUMENTS OF NPI BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THE NPI DOCUMENTS (OTHER
THAN CERTAIN EXHIBITS TO ANY SUCH DOCUMENTS) ARE AVAILABLE TO ANY PERSON TO WHOM
A COPY OF THIS REGISTRATION STATEMENT HAS BEEN DELIVERED UPON WRITTEN OR ORAL
REQUEST TO ATTENTION: JIM W. CATE, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL
OFFICER, TREASURER AND ASSISTANT SECRETARY, TELEPHONE NUMBER (502) 326-7050 AND
WILL BE FURNISHED WITHOUT CHARGE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of NPI common stock has been passed upon for
NPI by Carlton E. Langer, Secretary of NPI. Mr. Langer beneficially owns shares
of NPI common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
NPI shall indemnify, to the full extent permitted by Ohio law, any person who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
member of the Board or an officer, employee or agent of NPI, or is or was
serving at the request of NPI as director, trustee, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise.
NPI shall pay, to the full extent of Ohio Revised Code section 1701.13,
expenses, including attorney's fees, incurred by a member of the Board of
Directors in defending such action, suit or proceeding as they are incurred, in
advance of the final disposition thereof, and may pay, in the same manner and to
the full extent permitted under Ohio law, such expenses incurred by any other
person.
NPI may, to the full extent permitted by Ohio law and authorized by the Board,
purchase and maintain insurance or furnish similar protection, including but not
limited to trust funds, letters or credit or self-insurance, on behalf of or for
any persons aforementioned against any liability asserted against and incurred
by any such person in any such capacity, or arising out of his status as such,
whether or not NPI would have the power to indemnify such person against such
liability. Insurance may be purchased from or maintained with a person in which
NPI has a financial interest.
NPI may enter into agreements with any persons whom NPI may indemnify under the
by-laws in accordance with Ohio law and undertake thereby to indemnify such
persons and to pay expenses incurred by them in defending any action, suit or
proceeding against them.
2
<PAGE> 12
ITEM 8. EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
4.1 Specimen Certificate for the NPI Common Stock without par value, of
the Registrant (filed as Exhibit 4.1 to Registration Statement No.
333-05507 dated July 18, 1996 and incorporated herein by reference).
4.2 Registration Right Agreement between Registrant and National City
Corporation, dated July 16, 1996 (filed as Exhibit 4.2 to
Registration Statement No. 333-05507 dated July 18, 1996 and
incorporated herein by reference).
4.3 Form of National Processing, Inc. 1996 Stock Option Plan. (filed as
Exhibit 4.3.)
5.1 Opinion of Carlton E. Langer as to the legality of the NPI common
stock being registered (filed as Exhibit 5.1).
23.1 Consent of Ernst & Young LLP, Independent Auditors for NPI (filed as
Exhibit 23.1).
23.2 Consent of Carlton E. Langer (included in his opinion filed as
Exhibit 5.1 to this Registration Statement and incorporated herein
by reference).
<PAGE> 13
24.1 Power of Attorney (filed as Exhibit 24.1).
ITEM 9. UNDERTAKINGS
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:
(1) 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 and 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.
(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;
(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.
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 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.
"The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information."
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 provisions described in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
<PAGE> 14
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 FORM S-8
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERETO
DULY AUTHORIZED, IN THE CITY OF LOUISVILLE, COMMONWEALTH OF KENTUCKY, ON THE
21ST DAY OF MAY, 1998.
NATIONAL PROCESSING INC.
By /s/ Jim W. Cate
--------------------------
Jim W. Cate
Executive Vice President,
Chief Financial Officer,
Treasurer and Assistant
Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
S-8 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------ ------------------
<S> <C> <C>
Robert E. Showalter* President and Chief Executive May 21, 1998
Officer (Principal Executive
Officer)
James R. Bell, III* Director May 21, 1998
Christos M. Cotsakos* Director May 21, 1998
Aureliano Gonzalez-Baz* Director May 21, 1998
Preston B. Heller, Jr. Director
Jeffrey D. Kelly* Director May 21, 1998
Robert G. Siefers* Director May 21, 1998
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ------------------------------ ------------------
<S> <C> <C>
</TABLE>
*Carlton E. Langer, Secretary, the undersigned attorney-in-fact, by signing
his name below, does hereby sign this S-8 Registration Statement on behalf
of each of the above-indicated officers and directors of NPI (constituting a
majority of the directors) pursuant to a power of attorney executed by such
persons.
By /s/ CARLTON E. LANGER
Carlton E. Langer,
Secretary May 21, 1998
May 21, 1998
<PAGE> 1
EXHIBIT 4.3
NATIONAL PROCESSING COMPANY
1996 STOCK OPTION PLAN
1. PURPOSES. The purpose of this Stock Option Plan is to provide
employment incentives and to encourage capital accumulation and stock ownership
by Eligible Employees of National Processing, Inc. (the "Company") or of any
of its Subsidiaries, and to provide to designated Optionees under stock options
granted pursuant to any stock option plan of the Company or of any of its
Subsidiaries an alternative method of realizing the benefits provided by such
stock options.
2. DEFINITIONS. As used in this Plan,
(a) "Additional Option" means an Option Right granted to an
Optionee to purchase a number of shares of Common Stock equal to the number of
shares of already owned Common Stock delivered by the Optionee as payment of
the exercise price upon exercise of an Option Right and/or the number of shares
of Common Stock tendered or relinquished as payment of the amount to be withheld
under applicable federal, state and local income tax laws in connection with
the exercise of an option as described in Section 5 of the plan.
(b) "Additional Option Feature" means a feature of an Option
that provides for the automatic grant of an Additional Option in accordance
with the provisions described in Section 5 of the plan.
(c) The term "Appreciation Right" means a right granted
pursuant to Section 6 of the Plan.
(d) The term "Board" means the Board of Directors NPI.
(e) The term "Common Stock" means Common Stock, without par
value, of NPI or any security into which such Common stock may be
changed by reason of any transaction or event of the type described in Section
8 of the Plan.
(f) the term "Eligible Employees" means persons who are at
the time the officers (including officers who are members of the Board) and
other key employees of NPI or of any of its Subsidiaries.
(g) The term "Market Value per Share" means, at any date, the
closing price, per share, of the shares of Common Stock, on the New York Stock
Exchange on that date as reported by the Wall Street Journal (Midwest Edition)
or, if the Common Stock shall be primarily traded in another market, as
determined in a manner specified by the Board using quotations in such other
market, and prior to or within 10 days after the commencement of any such
trading, the fair market value per share of the Common Stock as determined by
the Board in its discretion.
<PAGE> 2
(h) The term "Optionee" shall mean the optionee named in an
agreement evidencing an Outstanding Option.
(i) The term "Option Right" means the right to purchase a
share of Common Stock upon exercise of an Outstanding Option.
(j) The term "Outstanding Option" means, at any time, an
option to purchase shares of Common Stock granted by NPI or any of its
Subsidiaries pursuant to the Plan or any other stock option plan of NPI or any
such Subsidiary now or hereafter in effect, or pursuant to any stock option plan
of any corporation which is merged into the NPI and where NPI has by action of
its Board, assumed the obligations of such corporation under such stock option
plan, all whether or not such option is at the time exercisable, to the extent
that such option at such time has not been exercised and has not terminated.
(k) The term "Spread" means the excess of the Market Value
per Share of Common Stock on the date when an Appreciation Right is exercised
over the option price provided for in the related Option Right.
(l) The term "Subsidiary" shall mean any corporation in which
at the time NPI owns or controls, directly or indirectly, not less than 50% of
the total combined voting power represented by all classes of stock issued by
such corporation.
(m) The term "Internal Revenue Code" means the Internal
Revenue Code of 1986, as amended from time to time.
(n) The term "Incentive Stock Option" means an Option Right
granted by NPI to an Eligible Employee, which Option Right is intended
to qualify as an "Incentive Stock Option" as that term is used in Section 422 of
the Internal Revenue Code.
3. SHARES AVAILABLE UNDER PLAN.
(a) The shares of Common Stock which may be made the subject
of Option Rights and Appreciation Rights pursuant to this Plan may be treasury
shares or shares of original issue or a combination of the foregoing.
(b) Subject to adjustments in accordance with Section 8 of
this Plan, the maximum number of shares of Common Stock which may be sold upon
the exercise of Option Rights granted pursuant to this Plan shall be 4,000,000
shares of Common Stock which are made available for sale by virtue of this
2
<PAGE> 3
plan. For purposes of determining the number of shares that may be sold under
the Plan, such number shall increase by the number of shares surrendered by an
optionee or relinquished to the Company (a) in connection with the exercise of
a Stock Option or (b) in payment of federal, state and local income tax
withholding liabilities upon exercise of an Option Right, provided, however,
that the number of shares of Common Stock actually issued or transferred by the
Company upon the exercise of Incentive Stock Options shall not exceed the
number of shares of Common Stock specified in the first sentence of this
paragraph 3(b), subject to adjustment as herein provided.
(c) Subject to adjustments in accordance with Section 9 of
this Plan, the maximum number of shares of Common Stock which may be delivered
upon the exercise of Appreciation Rights granted pursuant to this Plan shall
not exceed 4,000,000.
(d) Shares covered by Option Rights cancelled upon exercise of
Appreciation Rights shall not be available for the granting of further Option
Rights under this Plan or under any other stock option plan of the Company or of
any of its Subsidiaries, anything in this Plan or such other stock option plan
to the contrary notwithstanding.
4. GRANTS OF OPTION RIGHTS. The Board may, from time to time and upon
such terms and conditions as it may determine, authorize the granting to
Eligible Employees of Option Rights. Each such grant may utilize any or all of
the authorizations, and shall be subject to all of the limitations, contained
in the following provisions:
(a) Each grant shall specify the number of shares of Common
Stock to which it pertains.
(b) Each grant shall specify an option price per share not
less than the Market Value per Share on the date of grant.
(c) Successive grants may be made to the same Eligible
Employee whether or not any Option Rights previously granted to such Eligible
Employee remain unexercised. No Eligible Employee may, however, be granted
under the Plan, in the aggregate, more than 400,000 Option Rights, subject to
adjustment pursuant to Section 8 of the Plan.
(d) Option Rights granted under the Plan may be (i) options
which are intended to qualify under particular provisions of the Internal
Revenue Code, as in effect from time to time, (ii) options which are not
intended so to qualify, or (iii) combinations of the foregoing.
(e) The date of grant of each Option Right shall be the date
of its authorization by the Board, except that the date of grant of an
Additional Option shall be the date of exercise of the underlying Option Right.
No Option Right shall be exercisable more than 10 years from such date of grant.
3
<PAGE> 4
(f) Upon exercise of an Option Right, the option price shall
be payable (i) in cash, (ii) by the transfer NPI by the Optionee of shares of
Common Stock with a value (Market Value per Share times the number of shares)
equal to the total option price, (iii) at the discretion of the Board, from the
proceeds of a sale through a broker on the date of exercise of some or all of
the shares of Common Stock to which the exercise relates, or (iv) by any
combination of such methods of payment.
(g) Each grant of Option Rights shall be evidenced by an
agreement executed on behalf NPI by any officer designated by the Board for this
purpose and delivered to and accepted by the Eligible Employee and shall contain
such terms and provisions, consistent with the Plan, as the Board may approve.
5. ADDITIONAL OPTION.
(a) The Board may, at or after the date of grant of Option
Rights, grant Additional Options. Additional Options may be granted with respect
to any Outstanding Option.
(b) If an Optionee exercises an Outstanding Option that has
an Additional Option Feature by delivering already owned shares of Common Stock
and/or when shares of Common Stock are tendered or relinquished as payment of
the amount to be withheld under applicable federal, state and local income tax
laws (at withholding rates not to exceed the Optionee's applicable marginal tax
rates) in connection with the exercise of an option, the Optionee shall
automatically be granted an Additional Option. The Additional Option shall be
subject to the following provisions:
(1) The Additional Option shall cover the number of
shares of Common Stock equal to the sum of (A) the number of shares of Common
Stock delivered as consideration upon the exercise of the previously granted
Outstanding Option to which such Additional Option Feature relates and (B) the
number of shares of Common Stock tendered or relinquished as payment of the
amount to be withheld under applicable federal, state and local income tax laws
in connection with the exercise of the option to which such Additional Option
Feature relates;
(2) The Additional Option will not have an Additional
Option Feature unless the Board directs otherwise;
(3) The Additional Option option price shall be 100%
of the Market Value per Share on the date the employee delivers shares of Common
Stock to exercise the Option that has the Additional Option Feature and/or
delivers or forfeits shares of Common Stock in payment of income tax withholding
on the exercise of an Option that has the Additional Option Feature;
(4) The Additional Option shall not be exercised
within the first six months after it is granted; provided that this restriction
shall not apply if the Optionee becomes disabled or dies during the six-month
period; and
4
<PAGE> 5
(5) The Additional Option shall have the same termination date
and other termination provisions as the underlying Option that had the
Additional option Feature.
6. GRANTS OF APPRECIATION RIGHTS. The Board may from time to time
authorize the granting of Appreciation Rights in respect of any or all of the
Option Rights under any Outstanding Option (including Options Rights
simultaneously granted) to the Optionee thereunder. An Appreciation Right shall
be a right in the Optionee to receive from NPI an amount which shall be
determined by the Board and shall be expressed as a percentage of the Spread
(not exceeding 100%) at the time of exercise. To the extent such Optionee elects
to exercise such Appreciation Right instead of the related Option Right, the
related Option Right shall be cancelled, and vice versa. Each such grant may
utilize any or all of the authorizations, and shall be subject to all of the
limitations, contained in the following provisions:
(a) Any grant may permit the exercise of an Appreciation Right
with respect to the value of shares of Common Stock covered by the related
option Rights.
(b) Any grant may specify that the amount payable on exercise
of an Appreciation Right may be paid by NPI in cash, in shares of Common
Stock or in any combination thereof, and may either grant to the Optionee or
retain in the Board the right to elect among those alternatives.
(c) Each grant shall provide that the maximum number of shares
of Common Stock deliverable upon exercise of an Appreciation Right may not
exceed the number of shares of Common Stock purchasable upon exercise of the
related Option Rights.
(d) Any grant may specify waiting periods before exercise and
permissible exercise dates or periods. No Appreciation Right shall be
exercisable except at a time when the related Option Right is also exerciseable.
(e) Each grant of an Appreciation Right shall be evidenced
by an agreement executed on behalf of NPI by any officer designated by
the Board for this purpose and delivered to and accepted by the Optionee, which
agreement shall describe such Appreciation Right, identify the related Option
Rights, state that such Appreciation Right is subject to all the terms and
conditions of the Plan, including the right of the Board to amend, suspend or
terminate such Appreciation Right as set forth in Paragraph 11 of the Plan, and
contain such other terms and Provisions, consistent with this Plan, as the
Board may approve.
7. TRANSFERABILITY. No Option Right including any related Appreciation
Right shall be transferable by an Optionee other than by will or the laws of
descent and distribution. Option Rights and Appreciation Rights shall be
exercisable during the Optionee's lifetime only by the Optionee or by the
Optionee's guardian or legal representative.
8. ADJUSTMENTS. The Board may make or provide for such adjustments in
the maximum numbers of shares of Common Stock specified in Paragraphs 3(b) and
(c) and 4(c) of this Plan, in the numbers of shares of Common Stock covered by
Option Rights and Appreciation Rights granted hereunder, and in the prices per
share applicable under such Option Rights and Appreciation Rights, as the Board
in its sole discretion, exercised in good faith, may determine is equitably
required to prevent dilution or enlargement of the rights of Optionees that
otherwise would result from any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Company, merger, consolidation, spin-off, reorganization, partial or complete
liquidation, issuance of rights or warrants to purchase securities, or any other
Corporate transaction or event having an effect similar to any of the foregoing.
5
<PAGE> 6
9. FRACTIONAL SHARES. The Company shall not be required to issue any
fractional share of Common Stock pursuant to this Plan. The Board may provide
for the elimination of fractions or for the settlement of fractions in cash.
10. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Board who may from
time to time delegate all or any part of its authority under the Plan to a
committee of not less than three Directors appointed by the Board. Moreover,
except as the Board may otherwise determine, so long as all of the Company's
outstanding shares are owned by National City Corporation, all matters relating
to the award of Option Rights under Paragraphs 4 and 5 of the Plan shall be and
are hereby delegated to the Compensation and Organization Committee of National
City Corporation. To the extent of such delegation, references in the Plan to
the Board shall also refer to the appropriate committee.
(b) The interpretation and construction by the Board of any
provision of this Plan or of any agreement evidencing the grant of Option Rights
or Appreciation Rights and any determination by the Board pursuant to any
provision of this Plan or of any such agreement shall be final and conclusive.
No member of the Board shall be liable for any such action or determination made
in good faith.
11. AMENDMENTS OR TERMINATION OF THE PLAN. The Board may, at any time,
suspend or discontinue the Plan or revise or amend it in any respect whatsoever;
provided, however, that if and to the extent required by Rule 16b-3 promulgated
under Section 16(b) of the Securities Exchange Act oF 1934, as amended, or by
any comparable or successor exemption under which the Board believes it is
appropriate for the Plan to qualify, if and to the extent required under Section
422 of the Internal Revenue Code (if and to the extent that the Board deems it
appropriate to comply with Section 422) and if and to the extent required to
treat some or all of the Option Right and Appreciation Right grants as
"performance-based compensation" within the meaning of Section 162(m) of the
Internal Revenue Code (if and to the extent that the Board deems it appropriate
to meet such requirements), no amendment shall be effective without the approval
of the shareholders of the Company, that (i) except as provided in Section 8
hereof, increases the number of shares of Common Stock with respect to which
Awards of Option Rights and Appreciation Rights may be issued under the Plan,
(ii) materially increases the benefits accruing to Optionees pursuant to the
Plan or (iii) materially modifies the
6
<PAGE> 7
definition of "Eligible Employees". No action under this Section 11 may, without
the consent of the Optionee, reduce an optionee's rights under any previously
granted and outstanding Option Right.
12. ASSUMPTIONS. In the event that a corporation is merged into the
Company, and the Company is the survivor of such merger, the Board may elect, in
its sole discretion, to assume under this Plan any or all outstanding options
granted by such corporation to its officers and employees under any stock option
plan adopted by it prior to such merger. Such assumptions shall be on such terms
and conditions as the Board may determine in its sole discretion, provided,
however, that the options as assumed do not provide or contain any terms,
conditions or rights which an option Right may not provide or contain under
sections 2 through 11 hereunder.
7
<PAGE> 1
Exhibit 5.1
May 21, 1998
National Processing Inc.
One Oxmoor Place
101 Bullitt Lane, Suite 750
Louisville, Kentucky 40222
Re: Shares of Common Stock, without par value, of National Processing Inc.
("NPI Common") to be Registered in connection with the Form S-8
Registration Statement
Gentlemen:
I am delivering this opinion in connection with the National Processing,
Inc. 1996 Stock Option Plan.
I have examined such documents, records and matters of law as I have
deemed necessary for purposes of this opinion, and based thereon I am of the
opinion that the NPI Common which may be issued will be, when issued, validly
issued, fully paid and non-assessable.
We hereby consent to the NPI filing of this opinion as to the Form S-8
Registration Statement by NPI to effect registration of the NPI Common issued in
connection with the National Processing, Inc. 1996 Stock Option Plan, and to the
reference to me under the caption "LEGAL OPINIONS" in the prospectus comprising
a part of such Registration Statement.
Very truly yours,
/s/ Carlton E. Langer
Carlton E. Langer
National Processing, Inc.
Secretary
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the National Processing, Inc. 1996 Stock Option Plan of
our report dated February 20, 1998, with respect to the consolidated financial
statements of National Processing, Inc. included in its Annual Report on Form
10-K for the year ended December 31, 1997, filed with Securities and Exchange
Commission.
ERNST & YOUNG LLP
Cleveland, Ohio
May 21, 1998
<PAGE> 1
Exhibit 24.1
DIRECTORS AND OFFICERS OF
NATIONAL PROCESSING, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
The undersigned Directors and Officers of National Processing, Inc., an
Ohio Corporation (the "Corporation"), hereby constitute and appoint David L.
Zoeller, Carlton E. Langer and Thomas A. Richlovsky, and each of them, with
full power of substitution and resubstitution, as attorneys or attorney to sign
for us and in our names, in the capacities indicated below, under the
Securities Act of 1933, as amended, a Registration Statement on Form S-8
relating to the registration of the shares of Common Stock, without par value,
of the Corporation to be issued pursuant to Option Rights which have been or
may be granted under the National Processing, Inc. 1996 Stock Option Plan, and
any and all amendments and exhibits thereto, including post-effective
amendments, and any and all applications or other documents to be filed with the
Securities and Exchange Commission pertaining thereto, with full power and
authority to do and perform any and all acts and things whatsoever required and
necessary to be done in the premises, as fully to all intents and purposes as
we could do if personally present, hereby ratifying and approving the acts of
said attorneys, and any of them, and any such substitute.
EXECUTED this 21st day of May, 1998.
/s/ James R. Bell, III Director
- -----------------------------------
James R. Bell, III
/s/ Christos M. Cotsakos Director
- -----------------------------------
Christos M. Cotsakos
/s/ Aureliano Gonzalez-Baz Director
- -----------------------------------
Aureliano Gonzalez-Baz
Director
- -----------------------------------
Preston B. Heller, Jr.
/s/ Jeffrey D. Kelly Director
- -----------------------------------
Jeffrey D. Kelly
/s/ Robert E. Showalter Director
- -----------------------------------
Robert E. Showalter
/s/ Robert G. Siefers Director
- -----------------------------------
Robert G. Siefers
