Item 1- 4. Not Applicable
Item 5. Other Events
The Board of Directors of the Registrant approved, and the Registrant
announced, a fifty percent (50%) stock split on January 24, 1995. The
following resolutions were approved on such date by the Registrants Board
of Directors with regard to the stock split:
"RESOLVED, that pursuant to Sections 170 and 173 of the Delaware
General Corporation Law, the Board of Directors of National Data
Corporation ("Company") does hereby declare a three-for-two stock
split in the form of a fifty percent (50%) share distribution on the
$.125 par value Common Stock of the Company and the rights to purchase
one one-hundredth of a share of $1.00 par value Series A Junior
Participating Preferred Stock (the common stock and preferred stock
rights being jointly referred to as the "Common Stock") issued and
outstanding at the close of business on February 20, 1995, such split
to be effective by the distribution on March 20, 1995, prorata to and
among shareholders of record of the Common Stock at the close of
business on February 20, 1995, of one (1) additional share of Common
Stock for each two (2) shares of such stock issued and outstanding:
FURTHER RESOLVED, that the number of shares of authorized but unissued
Common Stock necessary to effect the aforesaid stock split is hereby
reserved;
FURTHER RESOLVED, that when said stock split is distributed, the
Company shall transfer to its Stated Capital Account an amount equal to
$.125 per share of Common Stock so distributed, such amount to be
transferred from its "Additional Paid-In Capital."
FURTHER RESOLVED, that Wachovia Bank of North Carolina, N.A., the
Registrar and Transfer Agent of the Company, is hereby authorized to
issue from the authorized unissued Common Stock of the Company, shares
of the Common Stock in accordance with this resolution;
FURTHER RESOLVED, that in order to save the Company the trouble,
expense and inconvenience of issuing and transferring fractional
shares, no fractional shares shall be issued in connection with the
shares of Common Stock issued as a result of the stock split and in
lieu of such fractional shares, cash adjustments will be paid to the
holders of shares of Common Stock in respect to any fraction of a share
which would otherwise be issuable, such payment to be based upon the
closing price per share of the Company's Common Stock as traded on the
New York Stock Exchange on February 20, 1995 and reported in The Wall
Street Journal; if no shares were traded on said date, then on the last
day prior thereto on which shares were traded on such Exchange as
reported by The Wall Street Journal;
FURTHER RESOLVED, after the close of business on February 20, 1995, (i)
the number of shares reserved for issuance pursuant to the outstanding
stock options heretofore granted under the Company's 1981 Employee
Stock Purchase Plan, 1982 Incentive Stock Option Plan, 1987 Stock
Option Plan and 1984 Non-Employee Directors Stock Option Plan
(hereinafter the "Option Plans"), (ii) the option prices stated in such
Options, and (iii) the number of shares reserved for future grants
pursuant to the Option Plans and the Company's 1983 Restricted Stock
Plan shall be proportionately adjusted to give effect to said stock
split as respectively provided in said Option Plans and the 1983
Restricted Stock Plan;
FURTHER RESOLVED, that application be filed and all necessary action be
taken to list on the New York Stock Exchange the shares of Common Stock
issued or reserved pursuant to this resolution; and
FURTHER RESOLVED, that the officers of the Company be and they are
hereby authorized and directed to execute any and all documents and to
do all other things which may be necessary or proper to carry into
effect these resolutions."
Items 6 - 8. Not Applicable
Signature
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 hereunto duly authorized.
NATIONAL DATA CORPORATION
By: /s/ E. Michael Ingram
E. Michael Ingram
Senior Vice President
Dated: February 2, 1995
