UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]
For the fiscal year ended May 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from __________ to _________.
Commission File No. 001-12392
NATIONAL DATA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 58-977458
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
National Data Plaza
Atlanta, Georgia 30329-2010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(404) 728-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, Par Value $.125 Per Share The New York Stock Exchange, Inc.
Junior Preferred Stock Purchase Rights The New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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 by check mark if disclosure of delinquent filer pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ x ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was $1,072,109,235 based upon the last reported sale price on The
New York Stock Exchange on August 26, 1996 using beneficial ownership of stock
rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to
exclude voting stock owned by all directors and officers of the registrant, some
of whom may not be held to be affiliates upon judicial determination.
The number of shares of the registrant's common stock, par value $.125,
outstanding as of August 26, 1996 was 25,940,956 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Document Form 10-K
Portions of the Company's Definitive Proxy Part III
Statement relating to the 1996 Annual Meeting of
Stockholders to be held on October 24, 1996
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a)(1) The following consolidated financial statements for the Registrant and
its subsidiaries appear in Appendix A to this report and are filed as a part
hereof:
Consolidated Statements of Income for the three fiscal years ended May 31, 1996.
Consolidated Balance Sheets at May 31, 1996 and 1995.
Consolidated Statements of Changes in Stockholders' Equity for the three fiscal
years ended May 31, 1996.
Consolidated Statement of Cash Flows for the three fiscal years
ended May 31, 1996.
Notes to Consolidated Financial Statements.
Report of Independent Public Accountants
(a)(2) Other than as described below, Financial Statement Schedules are not
filed with this Report because the Schedules are either inapplicable or the
required information is presented in the Financial Statements or Notes thereto.
The following Schedule is filed in Appendix A as a part hereof:
Consolidated Schedule V - Valuation and Qualifying Accounts.
Report of Independent Public Accountants as to Schedule
(a)(3) Exhibits
2(i) Asset Purchase and Contribution Agreement, as amended, dated as of February
22, 1996 among Registrant, MasterCard International Incorporated and POS
Acquisition Company LLC (filed as Exhibits 2.1 and 2.2 to the Registrant's
Current Report on Form 8-K dated April 15, 1996, File No. 001-12392, and
incorporated herein by reference.)
(ii) Agreement and Plan of Merger dated as of April 15, 1996 by and among the
Registrant, NDC Merger Corp. and C.I.S. Technologies, Inc. (included as Annex A
to the Proxy Statement/Prospectus included in the Registrant's Registration
Statement on Form S-4, Registration No. 333-2705, filed April 22, 1996, as
amended on April 30, 1996, and incorporated herein by reference.)
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(3)(i) Certificate of Incorporation of the Registrant, as amended (filed as
Exhibit 4(a) to the Registrant's Registration Statement on Form S-8
(Registration No. 333-05427) and incorporated herein by reference).
(ii) Bylaws of the Registrant, as amended (filed as Exhibit 3(ii) to the
Registrant's Annual Report on Form 10-K for the year ended May 31, 1991, File
No. 03966, and incorporated herein by reference).
(iii) Amendment to Bylaws of the Registrant, as previously amended (filed as
Exhibit 3(iii) to the Registrant's Annual Report on Form 10-K for the year ended
May 31, 1995, File No. 001-12392, and incorporated herein by reference).
(4) Rights Agreement, dated as of January 18, 1991, between the Registrant
and Trust Company Bank, as amended on June 18, 1992 to substitute Wachovia Bank
of North Carolina, N.A. as Rights Agent (incorporated by reference from Exhibit
2 to the Registrant's Registration Statement on Form 8-A as filed on October 5,
1993.)
(10)(i) Operating Agreement of Global Payment Systems LLC dated March 31, 1996
between MasterCard International Incorporated, GPS Holding Limited Partnership,
National Data Corporation of Canada, Ltd., National Data Corporation, NDC
International, Ltd. And National Data Payment Systems, Inc.
(ii) Registration Rights Agreement dated April 1, 1996 between Global Payment
Systems LLC and MasterCard International Incorporated.
(iii) Credit Agreement dated as of July 16, 1996 between Global Payment
Systems LLC and the First National Bank of Chicago, as Agent.
(iv) Credit Agreement dated as of May 31, 1996 between the Registrant and
Wachovia Bank of Georgia, N.A., as Agent.
(iv)(a) Amendment No. 1, effective as of May 31, 1996, to Credit Agreement
dated as of May 31, 1996 between the Registrant and Wachovia Bank of Georgia,
N.A., as Agent.
Executive Compensation Plans and Arrangements
(v) Form of Executive Severance Compensation Agreement with certain executive
officers (filed as Exhibit 10(ii) to the Registrant's Annual Report on Form 10-K
for the year ended May 31, 1986, File No. 001-12392, and incorporated herein by
reference.)
(vi) Non-Employee Directors Stock Option Plan (filed as Exhibit 10(iv) to the
Registrant's Annual Report on Form 10-K for the year ended May 31, 1987, File
No. 03966, and incorporated herein by reference.)
(vii) 1995 Non-Employee Director Compensation Plan.
<PAGE>
(viii) Renewal Employment Agreement effective as of May 18, 1995 between
Robert A. Yellowlees and the Registrant (filed as Exhibit 10(x) to the
Registrant's Annual Report on Form 10-K for the year ended May 31, 1994, File
No. 001-12392, and incorporated herein by reference.)
(ix) Amended and Restated Retirement Plan for Non-Employee Directors,
dated as of April 20, 1994 (filed as Exhibit 10(xii) to the Registrant's Annual
Report on Form 10-K for the year ended May 31, 1994, File No. 001-12392, and
incorporated herein by reference.)
(x) Amendment to Amended and Restated Retirement Plan for Non-Employee
Directors (filed as Exhibit 4(xi) to the Registrant's Annual Report on Form 10-
K for the year ended May 31, 1995, File No. 001-12392, and incorporated herein
by reference).
(xi) 1983 Restricted Stock Plan, as amended (incorporated by reference from
Exhibit 10 to the Registrant's Registration Statement on form S-8, No. 333-
05451).
(xii) 1987 Stock Option Plan, as amended (incorporated by reference from
Exhibit 10 to the Registrant's Registration Statement on form S-8, No. 333-
05449).
(xiii) Amended and Restated C.I.S. Technologies, Inc. Stock Option Plan
(incorporated by reference from Exhibit 10(a) to the Registrant's Registration
Statement on Form S-8, No. 333-05427).
(xiv) Amended and Restated C.I.S. Technologies, Inc. Employee Stock Option
Plan (incorporated by reference from Exhibit 10(b) to the Registrant's
Registration Statement on Form S-8, No. 333-05427).
(xv) C.I.S. Technologies, Inc. HCC Management Stock Option Plan (incorporated by
reference from Exhibit 10(c) to the Registrant's Registration Statement on Form
S-8, No. 333-05427).
(xvi) C.I.S. Technologies, Inc. 1995 Directors' Stock Option Plan
(incorporated by reference from Exhibit 10(d) to the Registrant's Registration
Statement on Form S-8, No. 333-05427).
(xvii) C.I.S. Technologies, Inc. 1995 Stock Incentive Plan (incorporated by
reference from Exhibit 10(e) to the Registrant's Registration Statement on Form
S-8, No. 333-05427).
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Public Accountants (included in Appendix A, page
A-43).
<PAGE>
(27) Financial Data Schedule (for SEC use only).
(b) The Registrant filed Current Reports on Form 8-K dated April 16,
1996, in which it reported under Item 2 - "Acquisition or Disposition of
Assets," and May 31, 1996, in which it reported under Item 2 - "Acquisition or
Disposition of Assets".
(c) The Exhibits to this Report are listed under Item 14(a)(3) above.
(d) The Financial Statement Schedule to this Report is listed under Item
14(a)(2) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, National Data Corporation has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
NATIONAL DATA CORPORATION
By: /s/ E. Michael Ingram
E. Michael Ingram, General Counsel and Secretary
By: /s/ M. P. Stevenson
M. P. Stevenson, Interim Chief Financial Officer
Date: October 29, 1996
<PAGE>
NATIONAL DATA CORPORATION
FORM 10-K
INDEX TO EXHIBITS
Exhibit
Numbers Description
10(i) Operating Agreement of Global Payment Systems LLC **
10(ii) Registration Rights Agreement **
10(iii) Credit Agreement dated July 16, 1996 **
10(iv) Credit Agreement dated May 31, 1996 **
10(iv)(a) Amendment No. 1, effective as of May 31, 1996
21 Subsidiaries of the Registrant **
(included in Appendix A).
23 Consent of Independent Public Accountants **
(included in Appendix A).
27 Financial Data Schedule (for SEC use only) **
** - Exhibit originally filed with the Registrant's Form 10-K on August 29, 1996
are not affected by this Form 10-K/A.
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
is dated effective as of the 31st day of May, 1996, among
NATIONAL DATA CORPORATION, a Delaware corporation (the
"Borrower"), the banks (the "Banks") party to the Credit
Agreement referred to below, and WACHOVIA BANK OF GEORGIA, N.A.,
a national banking association, acting in its capacity as agent
for itself and for the other Banks (in such capacity, the
"Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks and the Agent executed and
delivered that certain $50,000,000 Credit Agreement, dated as of
even date herewith (the "Credit Agreement");
WHEREAS, the Borrower has requested and the Banks and the
Agent have agreed to certain amendments to the Credit Agreement,
subject to the terms and conditions hereof;
NOW, THEREFORE, for and in consideration of the above
premises and other good and valuable consideration, the receipt
and sufficiency of which hereby is acknowledged by the parties
hereto, the Borrower, the Banks and the Agent hereby covenant and
agree as follows:
1. Definitions. Unless otherwise specifically defined
herein, each capitalized term used herein which is defined in the
Credit Agreement shall have the meaning assigned to such term in
the Credit Agreement. Each reference to "hereof", "hereunder",
"herein", and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall from and after the date
hereof refer to the Credit Agreement as amended hereby.
2. Amendment to Section 4.04(b). Section 4.04(b) of the
Credit Agreement hereby is amended by deleting the same in its
entirety and substituting the following in lieu thereof:
(b) Since February 29, 1996, there has been no
event, act, condition or occurrence having a Material
Adverse Effect. The Agent and the Banks acknowledge and
agree that those certain restructuring and asset impairment
charges against the assets of the Borrower and its
Subsidiaries to be reflected in the financial statements for
and incurred solely for the period of the Fiscal Quarter
1
<PAGE>
ending either May 31, or August 31, 1996, in an amount not
to exceed (i) $44,100,000 with respect to the Borrower and
its Subsidiaries, and (ii) $48,000,000 with respect to the
Borrower and its Subsidiaries, and GPS and Comerica on a
combined basis (the "Asset Impairment Charges") shall not
constitute a Material Adverse Effect.
3. Restatement of Representations and Warranties. The
Borrower hereby restates and renews each and every representation
and warranty heretofore made by it in the Credit Agreement and
the other Loan Documents as fully as if made on the date hereof
and with specific reference to this Amendment and all other loan
documents executed and/or delivered in connection herewith.
4. Effect of Amendment. Except as set forth expressly
hereinabove, all terms of the Credit Agreement and the other Loan
Documents shall be and remain in full force and effect, and shall
constitute the legal, valid, binding and enforceable obligations
of the Borrower. The amendments contained herein shall be deemed
to have prospective application only, unless otherwise
specifically stated herein.
5. Ratification. The Borrower hereby restates, ratifies
and reaffirms each and every term, covenant and condition set
forth in the Credit Agreement and the other Loan Documents
effective as of the date hereof.
6. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the
same instrument.
7. Section References. Section titles and references used
in this Amendment shall be without substantive meaning or content
of any kind whatsoever and are not a part of the agreements among
the parties hereto evidenced hereby.
8. No Default. To induce the Banks and the Agent to enter
into this Amendment and to continue to make advances pursuant to
the Credit Agreement, the Borrower hereby acknowledges and agrees
that, as of the date hereof, and after giving effect to the terms
hereof, there exists (i) no Default or Event of Default and
(ii) no right of offset, defense, counterclaim, claim or
objection in favor of the Borrower arising out of or with respect
to any of the obligations arising under the Credit Agreement or
the other Loan Documents.
9. Further Assurances. The Borrower agrees to take such
further actions as the Agent shall reasonably request in
2
<PAGE>
connection herewith to evidence the amendments herein contained
to the Credit Agreement.
10. Governing Law. This Amendment shall be governed by and
construed and interpreted in accordance with, the laws of the
State of Georgia.
11. Conditions Precedent. The following shall constitute
express conditions precedent to the delivery of this Amendment by
the Banks and the Agent: receipt by the Agent from each of the
parties hereto of a duly executed counterpart of this Amendment.
IN WITNESS WHEREOF, the Borrower, the Banks and the
Agent have caused this Amendment to be duly executed, under seal,
by their respective duly authorized officers as of the day and
year first above written.
NATIONAL DATA CORPORATION (SEAL)
By: /s/ E. Michael Ingram
Title: Secretary
WACHOVIA BANK OF GEORGIA, N.A., (SEAL)
in its capacity as a Bank and
as the Agent
By: /s/ William B. Nixon
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO (SEAL)
By: /s/ Ed A. Adams
Title: Corporate Banking Officer
SUNTRUST BANK, ATLANTA (SEAL)
By: /s/ Dennis H. James
Title: AVP
By: /s/ J. Christopher Deisley
Title: FVP
4
<PAGE>
ACKNOWLEDGMENT AND CONSENT OF GUARANTORS
Each of the undersigned hereby (i) acknowledges receipt of
the foregoing Amendment, (ii) consents thereto, (iii) agrees to
be bound thereby, and (iv) restates and affirms its respective
obligations under its respective Subsidiary Guaranty executed and
delivered in favor of the Agent (for the ratable benefit of the
Banks) without defense, counterclaim or set-off.
NDC FEDERAL SYSTEMS, INC., a
Delaware corporation
By: /s/ E. Michael Ingram ZADALL SYSTEMS GROUP, INC., a
Title: VP & General Counsel Texas corporation
NDC INTERNATIONAL, LTD., a By: /s/ E. Michael Ingram
Georgia corporation Title: VP & General Counsel
By: /s/ E. Michael Ingram LEARNED-MAHN, INC., an Idaho
Title: VP & General Counsel corporation
NATIONAL DATA PAYMENT SYSTEMS, By: /s/ E. Michael Ingram
INC., a New York corporation Title: VP & General Counsel
By: /s/ E. Michael Ingram GLOBAL PAYMENT HOLDING
Title: VP & General Counsel COMPANY, a Georgia corporation
NATIONAL DATA REALTY, INC., a By: /s/ E. Michael Ingram
Georgia corporation Title: Treasurer & General Counsel
By: /s/ E. Michael Ingram GPS HOLDING LIMITED
Title: VP & General Counsel PARTNERSHIP, a Georgia limited
partnership
NATIONAL DATA CORPORATION OF By: National Data Corporation,
CANADA,A LTD., a limited its general partner
liability company organized
pursuant to the laws of
Ontario By: /s/ E. Michael Ingram
Title: Secretary
By: /s/ E. Michael Ingram
Title: VP & General Counsel C.I.S. TECHNOLOGIES, INC.
NDC YES CHECK, INC., a Georgia
corporation By: /s/ Philip D. Kurtz
Title: CEO
By: /s/ E. Michael Ingram
Title: VP & General Counsel C.I.S., INC.
NDC CHECK SERVICES, INC., an By: /s/ Philip D. Kurtz
Illinois corporation Title: President
By: /s/ E. Michael Ingram
Title: VP & General Counsel
AMSC, INC.
By: /s/ Thomas G. Noulles
Title: VP
AMSC MIDWEST, INC.
By: /s/ Thomas G. Noulles
Title: VP
CLINLAB, INC.
By: /s/ Thomas G. Noulles
Title: VP
