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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
NATIONAL DATA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 58-0977458
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
National Data Plaza, Atlanta, Georgia 30329-2010
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [x]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Each
to be so Registered Class is to be Registered
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_____% Convertible New York Stock Exchange
Subordinated Notes
due 2003
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. Descriptions of Registrant's Securities to be Registered.
A description of the __% Convertible Subordinated Notes due 2003 of
National Data Corporation (the "Registrant") registered hereby is set forth
under the caption "Description of the Notes" on pages 31 through 42 of the
Preliminary Prospectus filed with the Securities and Exchange Commission as part
of the Registrants Registration Statement on Form S-3 (Registration No.
333-13653). Such description will be included in a form of prospectus
subsequently filed by the Registrant pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, which prospectus shall be deemed to be
incorporated by reference into this Registration Statement.
ITEM 2. Exhibits.
1. Form of Indenture between the Registrant and The First National Bank of
Chicago, as trustee, relating to the _____% Convertible Subordinated Notes
due 2003 is incorporated herein by reference from the Registrant's Current
Report on Form 8-K dated October 29, 1996, as filed with the Securities and
Exchange Commission on October 29, 1996.
2. Form of Registrant's ____% Convertible Subordinated Note due 2003 is
incorporated herein by reference from the Registrant's Current Report on
Form 8-K dated October 29, 1996, as filed with the Securities and Exchange
Commission on October 29, 1996.
3. 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).
4. Certificate of Amendment to Certificate of Incorporation of the Registrant,
dated October 28, 1996 (filed as Exhibit 3.1 to the Registrant's Current
Report on Form 8-K dated October 29, 1996, and incorporated herein by
reference).
5. Amended Certificate of Designations of the Registrant, dated October 28,
1996 (filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K
dated October 29, 1996, and incorporated herein by reference).
6. 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,
and incorporated herein by reference).
7. 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, and incorporated herein by reference).
8. 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).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 28th day of
October, 1996.
NATIONAL DATA CORPORATION
By: /s/ E. Michael Ingram
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E. Michael Ingram
General Counsel
