Item 2. Acquisition or Disposition of Assets.
On May 31, 1996, C.I.S. Technologies, Inc. ("CIS") was acquired by the
Registrant through the merger of CIS with and into a subsidiary (NDC
Merger Corp.) of the Registrant. After the merger, CIS was the
surviving corporation, and the Registrant became the sole shareholder
of CIS.
In the merger, each share of CIS Common Stock and Series A Preferred
Stock (together the "CIS Common Stock") ceased to be outstanding and
was converted into the right to receive .08682 shares of the
Registrant's Common Stock. The acquisition will be accounted for
using the pooling of interests method of accounting. The Registrant
will issue approximately 2,829,746 shares of Registrant's Common Stock
in exchange for the outstanding CIS Capital Stock.
Approval of the transactions described herein required the affirmative
vote of a majority of the CIS Capital Stock outstanding and entitled
to vote and the affirmative vote of a majority of the Series A
Preferred Stock outstanding and entitled to vote, each voting as a
separate class, at a special meeting of CIS shareholders held May 30,
1996. As of the record date, April 25, 1996, there were 30,188,589
shares of CIS Common Stock and 2,384,182 shares of CIS Series A
Preferred Stock issued and outstanding and entitled to vote at the
special meeting. At the special meeting, 16,524,822 shares of CIS
Common Stock and 2,384,182 shares of CIS Series A Preferred Stock were
voted. All of the CIS Series A Preferred shares and 16,046,833 shares
of the CIS Common Stock voted in favor of the merger.
CIS's tangible fixed assets, principally computer hardware and
communications equipment, are used to provide transaction processing,
consulting and outsourcing services to the health care market,
primarily hospitals and physicians. The Registrant intends to
continue the same or similar use of the assets of CIS.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of the Business Acquired:
The following documents filed by CIS with the Commission (CIS
File No. 0-15457) under Section 13(a) or 15(d) of the Exchange
Act are hereby incorporated by reference in Exhibit 99.1.
(1) CIS' Annual Report on Form 10-K for the year ended
December 31, 1995.
(2) CIS's current Reports on Form 8-K dated April 15, 1996
and April 26, 1996.
(3) CIS's Quarterly Report on Form 10-Q for the Quarter
ended March 31, 1996.
(b) Pro Forma Financial Information.
(1) Certain Pro Forma Condensed Combined Financial Data,
on pages 43 through 45 of Proxy Statement/Prospectus,
is incorporated by reference in Exhibit 99.2.
(c) Exhibits.
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated April 15, 1996
(filed as Annex A to the Proxy Statement/Prospectus
filed as part of the Registrant's Form S-4 Registration
Statement (Registration No. 333-2705) filed April 22,
1996, as amended on April 30, 1996, and incorporated
herein by reference).
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Coopers and Lybrand LLP
99.1 Financial Statements of CIS. (Incorporated by
reference from CIS' Annual Report on Form 10-K for the
year ended December 31, 1995; CIS' Quarterly Report on
Form 10-Q for the Quarter Ended March 31, 1996; and
CIS' Current Reports on Form 8-K dated April 15, 1996
and April 26, 1996.)
99.2 Pro Forma Condensed Combined Financial Data.
(Incorporated by reference from pages 43 through 45 of
the Proxy Statement/Prospectus filed as part of the
Registrant's Registration Statement on Form S-4
(Registration No. 333-2705)).
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\ Jerry W. Braxton
________________________
Jerry W. Braxton
Chief Financial Officer
Dated: June 15, 1996
NATIONAL DATA CORPORATION
FORM 8-K
INDEX TO EXHIBITS
__________________________________________
Exhibit
Numbers Description
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Coopers & Lybrand LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 Nos. 2-81717, 2-86961, 2-92193,
33-25635, 33-43005, 33-44858, 33-58622, 33-58624, 33-59717, 33-55057,
333-05499, 333-05451, 333-05427 of National Data Corporation of our
report dated March 28, 1996 relating to the financial statements of
MasterCard Automated Point-of-Sale Program (an organizational unit of
MasterCard International Incorporated), which appears in the Current
Report on Form 8-K of National Data Corporation dated April 1, 1996.
PRICE WATERHOUSE LLP
New York, New York
June 12, 1996
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Form 8-K of
National Data Corporation of our report dated February 6, 1996, on our
audits of the consolidated financial statements and financial
statement schedule of CIS Technologies, Inc. as of December 31, 1995
and 1994, and for the years ended December 31, 1995, 1994 and 1993,
which report is included in CIS Technologies, Inc.'s Annual Report on
Form 10-K and Annual Report to Stockholders.
We also consent to the incorporation by reference in the registration
statements of National Data Corporation on Forms S-8 (File No.'s 2-
81717, 2-86961, 2-92193, 33-25635, 33-43005, 33-44858, 33-58622, 33-
58624, 33-59717, 33-55057, 333-05451, 333-054 27 ) of our report dated
February 6, 1996, on our audits of the consolidated financial
statements and financial statement schedule of CIS Technologies, Inc.
as of December 31, 1995 and 1994, and for the years ended December 31,
1995, 1994, and 1993, which report is incorporated by reference in
this Form 8-K.
Coopers & Lybrand LLP
Tulsa, Oklahoma
June 10, 1996
