PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by National Data Corporation
(the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) The Company's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 or either: (1) the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933 that contains audited
financial statements for the Company's latest fiscal year for which
such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Securities
Exchange Act of 1934 containing audited financial statements for the
Company's latest fiscal year.
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the document incorporated pursuant to (b)
above.
(c) The description of any class of securities to
be offered which is contained in a registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934 prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing
of such documents.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the issuance of the securities being
registered has been passed upon for the Company by the law firm of
Alston & Bird, counsel for the Company. Neil Williams, a partner of
Alston & Bird, is a director of the Company.
Item 6. Indemnification of Directors and Officers.
The bylaws of the Company provide for the indemnification of
directors, officers, employees, and agents of the Company, as well as
others serving at their request, in certain specific instances in
accordance with the Delaware General Corporation Law. In an action
brought by or in the right of the Company, the individual is entitled
to indemnification of expenses of defense or settlement if he acted in
good faith, and in a manner reasonably believed to be in or not
opposed to the best in terests of the Company, except that no
indemnification may be afforded in instances where the individual has
been adjudged liable for negligence or misconduct in the performance
of the individual's duties to the Company, unless the court hearing
such action determines that the individual is entitled to indemnity.
In all other actions, the individual is entitled to indemnification of
expenses, judgments, fines, and amounts paid in settlement if the
individual acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company and, in
criminal proceedings, if he had no reasonable cause to believe his
conduct was unlawful. The indemnification for any such action (other
than as ordered by a court) may be made by the Company only upon a
determination that indemnification is proper in the circumstances
because the individual met the applicable standard of conduct. Such
determination must be made by a majority vote of disinterested
directors or, in certain specific instances, by independent legal
counsel or by the stockholders.
The bylaws of the Company provide that the Company may
purchase and maintain insurance on behalf of directors, officers,
employees, and agents, as well as others serving at their request,
against any liabilities asserted against such persons whether or not
the Company would have the power to indemnify such directors,
officers, employees, or agents against such liability under the
Delaware General Corporation Law. The Company has purchased and
maintains such insurance pursuant to such authorization.
The Company's Certificate of Incorporation, as amended, also
provides that a director of the Company will not be liable for
monetary damages to the Company or its stockholders for breach of
fiduciary duty as a director except in specified instances.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits.*
4(a). Certificate of Incorporation and Bylaws of the
Company, as amended (incorporated by reference to Exhibits 3(i) and
3(ii) to the Company's Annual Report on Form 10-K for the year ended
May 31, 1991, File No. 03966).
4(b). Shareholder Rights Agreement, dated as of January 18,
1991, between the Company and Trust Company Bank, as Rights Agent
(incorporated by reference to Exhibit 4(1) to the Company's Current
Report on Form 8-K dated January 18, 1991, File No. 03966).
5. Opinion of Alston & Bird regarding the legality of the
securities being registered.
23(a). Consent of Alston & Bird (included in Exhibit 5).
23(b). Consent of Arthur Andersen LLP
23(c). Consent of KPMG Peat Marwick LLP
24. Power of Attorney (contained on page II-6).
* Exhibits are numbered in accordance with Item 601 of
Regulation S-K.
Item 9. Undertakings.
(a) 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; 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 in such information
in the registration statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii)
above do not apply if the registration statement is on Form S-3 or
Form S-8, and 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) The undersigned issuer 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 l934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities and 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.
(h) 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 6 of this Part II, 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 indemnific ation 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant, National Data Corporation, certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 31st day
of May, 1995.
NATIONAL DATA CORPORATION
Registrant
By: /s/ Robert A. Yellowlees
----------------------------------
Robert A. Yellowlees,
Chairman of the Board and Chief
Executive Officer
(Principal Executive Officer)
By: /s/ Jerry W. Braxton
----------------------------------
Jerry W. Braxton,
Chief Financial Officer and
Treasurer
(Principal Financial Officer)
By: /s/ M.P. Stevenson
-----------------------------------
M.P. Stevenson, Vice President and
Controller
(Principal Accounting Officer)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
NATIONAL DATA CORPORATION
National Data Plaza
Atlanta, Georgia 30329-2010
EXHIBIT INDEX
Exhibit Number* Description
5 Opinion of Alston & Bird regarding the legality
of the securities being registered.
23(a) Consent of Alston & Bird (included in
Exhibit 5).
23(b) Consent of Arthur Andersen LLP
23(c) Consent of KPMG Peat Marwick LLP
24 Power of Attorney (contained on page II-6).
*Exhibits are numbered in accordance with Item 601 of Regulation S-K.
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose
signature appears below constitutes and appoints ROBERT A. YELLOWLEES
and E. MICHAEL INGRAM, or either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution, and
resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ Robert A. Yellowlees Chairman of the Board May 31, 1995
Robert A. Yellowlees of Directors, President
and Chief Executive Officer
/s/ Edward L. Barlow Director May 31, 1995
Edward L. Barlow
/s/ James B. Edwards Director May 31, 1995
James B. Edwards
/s/ Don W. Sands Director May 31, 1995
Don W. Sands
/s/ Neil Williams Director May 31, 1995
Neil Williams
Registration No. 33-______
Exhibit 5
Opinion of Alston & Bird regarding the legality of
the securities being registered.
May 31, 1995
National Data Corporation
National Data Plaza
Atlanta, Georgia 30329-2010
Gentlemen:
This opinion is given in connection with the filing by
National Data Corporation ("NDC") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement") with
respect to up to 25,000 shares (the "Shares") of the $.125 par value
Common Stock of NDC (the "Common Stock") to be issued to directors of
NDC pursuant to the National Data Corporation Director Compensation
Plan (the "Plan").
We have examined such corporate records and documents as we
deemed relevant and necessary to enable us to give the opinion set
forth herein, including the Certificate of Incorporation and Bylaws of
NDC, as amended, and resolutions of the Board of Directors of NDC
authorizing the Plan.
Based upon the foregoing, we are of the opinion that the
Shares to be issued under the Plan, upon issuance in accordance with
the terms and conditions of the Plan, will be duly authorized, legally
issued, and fully paid and non-assessable und er the Delaware General
Corporation Law as in effect on this date.
Neil Williams, a partner of Alston & Bird, is a director of
NDC.
We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement.
Sincerely yours,
ALSTON & BIRD
By: /s/ Jeffrey P. Adams
Exhibit 23(a)
Consent of Alston & Bird.
(Included in Exhibit 5)
Exhibit 23(b)
Consent of Arthur Andersen LLP.
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8
and in the prospectus pertaining to the National Data Corporation
Director Compensation Plan of our report dated May 23, 1995 included
in National Data Corporation's Form 10-K/A for the year ended May 31,
1994 and our report dated March 4, 1994 included in National Data
Corporation's Current Report on Form 8-K/A dated May 23, 1995 and to
all references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
May 31, 1995
Exhibit 23(c)
Consent of KPMG Peat Marwick LLP.
Consent of Independent Public Accountants
We consent to the incorporation by reference in this
Registration Statement on Form S-8 and in the prospectus pertaining to
the National Data Corporation Director Compensation Plan of our report
dated March 18, 1994, with respect to the combi ned balance sheets of
Yes Check Services, Inc. and Select Check, Inc. as of December 31,
1993, and the related combined statements of operations and cash flows
for the period from February 1, 1993, date of inception, through
December 31, 1993, which report appears in the Form 8-K of National
Data Corporation dated November 17, 1994.
Our report dated March 18, 1994, contains an explanatory
paragraph that states that the 1993 loss from operations and the net
capital deficiency raise substantial doubt about the combined
entities' ability to continue as going concerns. The combined
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
KPMG Peat Marwick LLP
Chicago, Illinois
May 31, 1995
