<PAGE> 1
As filed with the Securities and Exchange Commission on June 7, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
NATIONAL DATA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 58-0977458
(State of incorporation) (IRS Employer Identification No.)
NATIONAL DATA PLAZA
ATLANTA, GEORGIA 30329-2010
(Address of Principal Executive Offices) (Zip Code)
NATIONAL DATA CORPORATION
1983 RESTRICTED STOCK PLAN
(Full title of the plan)
E. Michael Ingram
General Counsel and Secretary
National Data Corporation
National Data Plaza
Atlanta, Georgia 30329-2010
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (404) 728-2000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.125 par value 262,500 $37.438 $9,827,475 $3,389
===============================================================================================================
</TABLE>
- ---------------
(1) This Registration Statement also covers any additional shares that may
hereafter be issued as a result of the adjustment and anti-dilution
provisions of the National Data Corporation 1983 Restricted Stock Plan.
(2) Based on the average of the high and low prices of the Registrant's
Common Stock reported on the New York Stock Exchange on June 4, 1996.
<PAGE> 2
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, as amended (the
"Exchange Act"), 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,
Form 10-SB or Form 20-F filed under the Exchange Act 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 Exchange Act 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 Exchange Act 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.
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<PAGE> 3
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 interests 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 of the Company, as amended
(incorporated by reference to Exhibit 4(a) to the Company's Registration
Statement on Form S-8, File No. 333-05427).
4(b). Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the year ended
May 31, 1991, File No. 03966).
II-2
<PAGE> 4
4(c). Amendment to the Bylaws of the Company, as previously amended
(incorporated by reference to Exhibit 3(iii) of the Company's Annual Report on
Form 10-K for the year ended May 31, 1995, File No. 03966).
4(d). 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.
10. National Data Corporation 1983 Restricted Stock Plan, as
amended.
23(a). Consent of Alston & Bird (included in Exhibit 5).
23(b). Consent of Arthur Andersen LLP.
24. Power of Attorney (contained on page II-7).
- ---------------
* 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum
II-3
<PAGE> 5
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(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 indemnification 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.
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<PAGE> 6
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 6th day of June, 1996.
NATIONAL DATA CORPORATION
Registrant
By: /s/ Robert A. Yellowlees
--------------------------------------------
Robert A. Yellowlees, Chairman of the Board
and President, Chief Executive Officer and
Chief Operating Officer
(Principal Executive Officer)
By: /s/ Jerry W. Braxton
--------------------------------------------
Jerry W. Braxton, Chief Financial Officer
(Principal Financial and Accounting Officer)
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<PAGE> 7
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert A. Yellowlees Chairman of the Board and President, Chief June 6, 1996
- ------------------------ Executive Officer and Chief Operating
Robert A. Yellowlees Officer
/s/ Edward L. Barlow Director June 6, 1996
- ------------------------
Edward L. Barlow
/s/ J. Veronica Biggins Director June 6, 1996
- ------------------------
J. Veronica Biggins
/s/ James B. Edwards Director June 6, 1996
- ------------------------
James B. Edwards
/s/ Don W. Sands Director June 6, 1996
- ------------------------
Don W. Sands
/s/ Neil Williams Director June 6, 1996
- ------------------------
Neil Williams
</TABLE>
II-6
<PAGE> 8
Registration No. 333-_____
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
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NUMBER* DESCRIPTION PAGE NUMBER
- -------------- ----------- -----------
<S> <C> <C>
5 Opinion of Alston & Bird regarding the legality of
the securities being registered.
10 1983 Restricted Stock Plan, as amended.
23(a) Consent of Alston & Bird (included in Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney (contained on page II-7).
</TABLE>
- ----------------------
*Exhibits are numbered in accordance with Item 601 of Regulation S-K.
<PAGE> 1
Exhibit 5
Opinion of Alston & Bird regarding the legality of
the securities being registered.
<PAGE> 2
ALSTON&BIRD
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777 Telex: 54-2996
June 6, 1996
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 262,500 shares (the
"Shares") of the $.125 par value Common Stock of NDC (the "Common Stock") to be
issued to employees of NDC pursuant to the National Data Corporation 1983
Restricted Stock 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,
resolutions of the Board of Directors of NDC authorizing the Plan and
authorizing amendments to the Plan, and minutes of the annual meetings of
stockholders of NDC at which the Plan was approved and at which amendments to
the Plan were approved. For purposes of this opinion, we assume that all
restricted stock has or will be granted in accordance with the Plan.
Based upon the foregoing, we are of the opinion that the Shares to be
issued under the Plan will be duly authorized, legally issued, and fully paid
and non-assessable under 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/ B. Harvey Hill, Jr.
-----------------------
B. Harvey Hill, Jr.
601 Pennsylvania Avenue, N.W.
North Building, Suite 250
Washington, D.C. 20004-2601
<PAGE> 1
EXHIBIT 10
1983 Restricted Stock Plan, as amended.
<PAGE> 2
EXHIBIT 10
NATIONAL DATA CORPORATION
1983 RESTRICTED STOCK PLAN
1. Purpose. The purpose of the National Data Corporation 1983
Restricted Stock Plan (the "Plan") is to advance the interests of National Data
Corporation (the "Company") by encouraging and enabling key employees of the
Company and its Subsidiaries to acquire a financial interest in the Company
through awards of Restricted Stock under the Plan. The Company believes that
the Plan will also aid the Company and its Subsidiaries in attracting and
retaining outstanding key employees and in stimulating the efforts of such
employees to work for the success of the Company.
2. Definitions.
(a) Award Date shall mean the date the Committee makes an
award of Restricted Stock to a Grantee under the Plan. The Award Date shall be
set forth on the Restricted Stock Agreement with respect to such award of
Restricted Stock.
(b) Committee shall mean the Restricted Stock Committee
as defined in Section 3 of the Plan.
(c) Common Stock shall mean the Company's $.125 par value
common stock.
(d) Company shall mean National Data Corporation, a
Delaware corporation.
(e) Grantee shall mean an employee of the Company or a
subsidiary who receives an award of Restricted Stock under the Plan.
(f) Permanent Disability shall mean a permanent
disability as defined in Section 105(d)(4) of the Internal Revenue Code of
1954, as amended.
(g) Plan shall mean the National Data Corporation 1983
Restricted Stock Plan, effective July 11, 1983.
<PAGE> 3
(h) Restricted Period shall mean the period during which
any Common Stock awarded by the Committee to a Grantee under the Plan remains
in escrow prior to its release to the Grantee.
(i) Restricted Stock shall mean Common Stock which has
been awarded to a Grantee under the Plan and which remains in escrow prior to
its release to the Grantee.
(j) Restricted Stock Agreement shall mean a written
agreement in such form as the Committee shall approve that evidences the terms
and conditions of an award of Restricted Stock under the Plan.
(k) Subsidiary shall have the meaning set forth in the
applicable provisions of the Internal Revenue Code of 1954, as amended.
(1) Termination of Employment of a Grantee shall be deemed to have
occurred as of the date that is recorded in the ordinary course in the
Company's books and records as the date of such termination in accordance with
the then prevailing practices and procedures of the Company. Whether military,
government or other service or other leave of absence shall constitute a
Termination of Employment shall be determined in each case by the Committee in
its discretion, and any determination by the Committee shall be final and
conclusive. If any corporation ceases to be a Subsidiary of the Company, the
employment of any Grantee employed by such corporation shall be deemed to have
terminated unless such Grantee becomes an employee of the Company or another
Subsidiary of the Company simultaneously with or prior to the date such
corporation ceases to be a Subsidiary of the Company.
3. Administration. The Plan shall be administered, construed and
interpreted by a Restricted Stock Committee consisting of not less than three
members of the Board of Directors of the Company appointed by the Board of
Directors. The Board of Directors may also from time to time appoint members
of the Committee in substitution for or in addition to members previously
appointed and may fill vacancies, however caused, in the Committee.
The Committee shall from time to time select the key employees
of the Company who shall be awarded Restricted Stock under the Plan. The
Committee also shall determine the number of
- 2 -
<PAGE> 4
shares of Common Stock to be awarded to each key employee and the terms and
conditions of each individual Restricted Stock Agreement by and between the
Company and the holder of the Restricted Stock. The interpretation and
construction by the Committee of any provision of or term used in the Plan or
any Restricted Stock Agreement and any determination by the Committee pursuant
to any provision of the Plan shall be final and conclusive.
Business shall be transacted by a majority vote of the members
of the Committee, and any decision or determination reduced to writing and
signed by all of the members of the Committee shall be fully as effective as if
it had been made by a majority vote at a meeting duly called and held. No
member of the Committee shall be liable for any action or determination made in
good faith, and members of the Committee shall be entitled to indemnification
and reimbursement from time to time for expenses incurred in defense of such
good faith action or determination.
4. Eligibility. Restricted Stock under the Plan may be awarded
to key employees of the Company or of one or more of the present or future
Subsidiaries of the Company who, in the opinion of the Committee, are
contributing significantly to the effective management and supervision of the
business of the Company or its Subsidiaries. Restricted Stock may be awarded
under the Plan only to persons who are employed by the Company or one of its
subsidiaries at the time of the award. The fact that an employee is a member
of the Board of Directors of the Company shall not make him ineligible for an
award of Restricted Stock unless he is also a member of the Committee and his
vote is required to secure a majority vote in favor of the award of his
Restricted Stock.
5. Shares Subject to Plan. The shares subject to the Plan shall
be authorized but unissued shares or treasury shares of the Company's Common
Stock. Subject to readjustment in accordance with the provisions of Section 7
of the Plan, the maximum number of shares of Common Stock which may be awarded
as Restricted Stock under the Plan shall be 100,000, and the adoption of the
Plan by the Board of Directors of the Company shall constitute a reservation of
100,000 shares of Common Stock for issuance only upon the award of Restricted
Stock under the Plan. In the event that any Restricted Stock awarded under the
Plan for any reason is forfeited by a Grantee prior to the end of the
Restricted Period applicable
- 3 -
<PAGE> 5
to such Restricted Stock, the forfeited shares shall become treasury shares and
may be awarded again as Restricted Stock under the Plan.
6. Terms and Conditions of Awards. Restricted Stock awarded
under the Plan shall be evidenced by certificates of Common Stock issued in
accordance with Section 6(c) of the Plan and subject to Restricted Stock
Agreements in such form as the Committee shall approve from time to time. The
terms and conditions of each Restricted Stock Agreement shall be consistent
with the terms and conditions set forth below, but the Committee may provide
for additional terms and conditions, not in conflict with the provisions of the
Plan, as it deems advisable.
(a) Number of Shares, Award Date and Restricted Period.
Each Restricted Stock Agreement shall state the total number of shares of
Common Stock to which it pertains, the date on which the award of Restricted
Stock was made by the Committee ("Award Date"), and the Restricted Period or
Periods with respect to the Restricted Stock so awarded. The number of shares
awarded and the Restricted Period or Periods may be different for different
awards and for different Grantees.
(b) Discretionary Conditions. Each Restricted Stock
Agreement shall also be subject to such additional discretionary conditions as
the Committee may determine, including, but not limited to, terms and
conditions for compliance with federal and state securities laws and methods of
withholding or providing for the payment of taxes. The Committee may specify
different terms and conditions for different awards of Restricted Stock and for
different Grantees.
(c) Issuance of Shares. The Company shall issue a
certificate or certificates for the shares subject to a Restricted Stock
Agreement, such certificate or certificates to evidence ownership of the shares
subject to the Agreement. Where a Restricted Stock Agreement specifies
different Restricted Periods for portions of the shares so awarded, the Company
shall issue a separate certificate for each such portion of shares. Each
certificate issued for shares awarded to a Grantee under the Plan shall be
registered in his name and shall be deposited with the Company or its designee
in an escrow account, together with stock powers or other instruments of
transfer appropriately endorsed in blank by the Grantee. Each certificate
shall bear a legend in substantially the following form:
- 4 -
<PAGE> 6
"This certificate and the shares of stock represented hereby are
subject to the terms and conditions (including forfeiture and
restrictions against transfer) contained in the National Data
Corporation 1983 Restricted Stock Plan and a Restricted Stock
Agreement between the registered owner of the shares represented
hereby and National Data Corporation. Release from such terms and
conditions shall obtain only in accordance with the provisions of such
Plan and Agreement, copies of which are on file in the office of the
Secretary of National Data Corporation."
(d) Release of Shares. Subject to the conditions of
Section 6(g), (h) and (i) of the Plan regarding Termination of Employment,
death or Permanent Disability, or acceleration of a Restricted Period, the
Company shall release from escrow and deliver to the Grantee or his legal
representative, free of the legend described in Section 6(c) above, the
certificate evidencing the Restricted Stock on the date the Restricted Period
expires with respect to such certificate.
(e) Restrictions on Transfer of Shares. Shares awarded
under the Plan, and the right to vote such shares and to receive dividends
thereon, may not, except as otherwise provided in the Plan, be sold, assigned,
transferred, exchanged, pledged, hypothecated, or otherwise encumbered, except
as herein provided, during the Restricted Period applicable to such shares,
respectively, and no such sale, assignment, transfer, exchange, pledge,
hypothecation, or encumbrance, whether made or created by voluntary act of the
Grantee or of any agent of such Grantee or by operation of law, shall be
recognized by, or be binding upon, or shall in any manner affect the rights of,
the Company or any agent or any custodian holding certificates for such shares
during the applicable Restricted Period, pursuant to the provisions of the
Plan.
(f) Rights of Grantee During Restricted Period. Except
as otherwise provided in the Plan, the Grantee shall, during the Restricted
Period, have all of the other rights of a stockholder with respect to shares
awarded to such Grantee including, but not limited to, the right to receive
such cash dividends, if any, as may be declared on such shares from time to
time, and the right to vote (in person or by proxy) such shares at any meeting
of stockholders of the Company. Any stock dividends declared with respect to
Restricted Stock shall not be delivered to the Grantee, but instead shall be
held as Restricted
- 5 -
<PAGE> 7
Stock under the same terms and conditions as the Restricted Stock with respect
to which such stock dividends are issued.
(g) Termination of Employment. If a Grantee has a
Termination of Employment with the Company or a Subsidiary, for any reason
other than death or Permanent Disability, then (subject to Section 6(i) of this
Plan), in that event, all shares theretofore awarded to such Grantee with
respect to which there still remains an unexpired portion of a Restricted
Period shall, upon such Termination of Employment, be forfeited by such Grantee
to the Company, without the payment of any consideration by the Company, and
neither the Grantee nor any successors, heirs, assigns, or personal
representatives of the Grantee shall thereafter have any further rights or
interest in such shares or certificates, and the Grantee's name shall thereupon
be deleted from the list of the Company's stockholders with respect to such
shares.
(h) Death or Permanent Disability. If the Grantee has a
Termination of Employment with the Company or a Subsidiary by reason of death
or Permanent Disability, the Restricted Period to which any shares of the
Grantee are subject shall be deemed to have expired as of the date of death or
Permanent Disability.
(i) Committee Acceleration Power. Notwithstanding
Section 6(g) above, if a Grantee has a Termination of Employment with the
Company or a Subsidiary for any reason other than death or Permanent
Disability, the Committee shall have the power to accelerate the release to the
Grantee of Restricted Stock theretofore awarded to such Grantee, upon such
terms and conditions as the Committee may deem advisable.
7. Adjustments.
(a) Recapitalization. In the event that, after the
effective date of the Plan, the outstanding shares of Common Stock are
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company by reason of a
recapitalization, reclassification, stock split-up, combination of shares, or
dividend payable in stock, appropriate adjustments shall be made by the
Committee in the number and kind of shares or other securities which may be
awarded under the Plan. In addition, the Committee upon the occurrence of such
an event shall
- 6 -
<PAGE> 8
make appropriate adjustments in the number and kind of shares or other
securities which the Company holds in escrow during any Restricted Periods.
Any fractional shares resulting from any of the foregoing adjustments under
this subparagraph (a) shall be disregarded and eliminated. All adjustments
made by the Committee under this subparagraph (a) shall be final and
conclusive.
(b) Reorganizations; Liquidation. If the Company shall
be a party to any reorganization involving a merger, consolidation or
acquisition of the stock or the assets of the Company, the Committee, in its
discretion, may:
(A) Accelerate the release of any and all
Restricted Stock immediately, notwithstanding the provisions of the respective
Restricted Stock Agreements with respect to such shares; or
(B) Notify all Grantees that as of the date of
merger, consolidation, or acquisition, the Restricted Stock then held in escrow
for the Grantee shall no longer be the Common Stock of the Company, but instead
shall be the applicable securities of the resulting corporation, with
appropriate adjustments as determined by the Committee in its discretion. The
applicable securities of the resulting corporation shall continue to be held in
escrow as Restricted Stock under this Plan under the same terms and conditions
as applied when such Restricted Stock was Common Stock of the Company.
The adoption of a plan of dissolution or liquidation
by the Board of Directors and the stockholders of the Company shall cause all
shares of Restricted Stock to be released immediately to the Grantee,
notwithstanding the provisions of the respective Restricted Stock Agreements
regarding such shares. In the event of the adoption of a plan of dissolution
or liquidation in connection with a reorganization as described in the first
sentence of this subparagraph (b), however, the immediately preceding sentence
of this subparagraph (b) shall not apply, and any Restricted Stock shall
instead be governed by and be subject to the provisions of the first sentence
of this subparagraph (b).
(C) Rights or Warrants. If any rights or
warrants to subscribe for additional shares of Common Stock are given pro rata
to holders of outstanding shares of the Common Stock, each Grantee under the
Plan shall be entitled to the same rights or warrants as holders of the
outstanding shares with respect to such portion of the Grantee's Restricted
Stock which is then held in
- 7 -
<PAGE> 9
escrow; provided, however, that the Committee may in its discretion set forth
special terms and conditions concerning the exercise of such rights or warrants
by holders of Restricted Stock and shall determine whether and to what extent
such shares of Common Stock subscribed to by holders of Restricted Stock shall
become Restricted Stock or shall be released to the Grantee free and clear of
any restrictions under this Plan.
8. Effective Date and Termination of Plan.
(a) Effective Date. The effective date of the Plan shall
be July 11, 1983, the date of its adoption by the Board of Directors of the
Company.
(b) Termination. The Plan shall terminate ten years
after its effective date, but the Board of Directors may terminate the Plan at
any time prior to such date. Termination of the Plan shall not alter or impair
any of the rights or obligations theretofore granted under the Plan unless the
Grantee shall so consent.
9. Amendment. The Board of Directors of the Company by majority
vote may at any time and from time to time amend the Plan in such respects as
it shall deem advisable; provided, however, that without the approval of the
stockholders of the Company, no such amendment shall change:
(a) The maximum number of shares of Common Stock which
may be granted under the Plan (except by operation of the adjustment provisions
of the Plan); or
(b) The date on which the Plan will terminate as provided
by Section 8(b) of the Plan; or
(c) The provisions of Section 4 of the Plan relating to
the determination of key employees to whom Restricted Stock may be awarded; or
(d) The provisions of the Plan in such a manner so as to
increase materially (within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended) the benefits accruing under the Plan.
- 8 -
<PAGE> 10
AMENDMENT TO THE NATIONAL DATA CORPORATION
1983 RESTRICTED STOCK PLAN
1. The National Data Corporation 1983 Restricted Stock Plan (the "Plan")
is hereby amended by deleting the second full sentence in Section 5 thereof in
its entirety and substituting in lieu thereof the following:
"Subject to adjustment in accordance with the provisions of paragraph
7 of the Plan, the maximum number of shares of Common Stock which may
be granted under the Plan prior to the approval of the amendments to
the Plan by the Company's stockholders at the 1991 Annual Meeting of
Stockholders shall be 100,000 and the adoption of the Plan by the
Board of Directors of the Company shall constitute a reservation of
175,000 shares of Common Stock for issuance under the Plan. Effective
upon the approval of the amendments to the Plan by the Company's
stockholders at the 1991 Annual Meeting of Stockholders, subject to
adjustment in accordance with the provisions of paragraph 7 of the
Plan, the maximum number of shares of Common Stock which may be
granted under the Plan shall be increased to 175,000."
2. The Plan is further amended by hereby deleting the first full sentence
in Section 8(b) thereof in its entirety and substituting in lieu thereof the
following:
"The Plan shall terminate on July 11, 2003, but the Board of Directors
may terminate the Plan at any time prior to such date."
3. The above amendments to the Plan were effective November 21, 1991 upon
their approval by the holders of a majority of the shares of Common Stock of
the Company represented and entitled to vote at the 1991 Annual Meeting of
Stockholders at which a quorum was present.
4. Except as amended herein, the Plan as adopted shall remain in full
force and effect in accordance with its terms.
/s/ E. Michael Ingram
-----------------------------
E. Michael Ingram
General Counsel and Secretary
<PAGE> 11
AMENDMENT TO THE NATIONAL DATA CORPORATION
1983 RESTRICTED STOCK PLAN
1. The National Data Corporation 1983 Restricted Stock Plan (the "Plan")
is hereby amended by deleting the second full sentence in Section 5 thereof in
its entirety and substituting in lieu thereof the following:
"Subject to adjustment in accordance with the provisions of paragraph
7 of the Plan, the maximum number of shares of Common Stock which may
be granted under the Plan prior to the approval of the amendments to
the Plan by the Company's stockholders at the 1992 Annual Meeting of
Stockholders shall be 175,000, and the adoption of the Plan by the
Board of Directors of the Company shall constitute a reservation of
175,000 shares of Common Stock for issuance under the Plan. Effective
upon the approval of the amendments to the Plan by the Company's
stockholders at the 1992 Annual Meeting of Stockholders, subject to
adjustment in accordance with the provisions of paragraph 7 of the
Plan, the maximum number of shares of Common Stock which may be
granted under the Plan shall be increased to 325,000, and the adoption
on August 17, 1992 of certain amendments to the Plan by the Board of
Directors of the Company shall constitute the reservation of an
additional 150,000 shares of Common Stock for issuance under the
Plan."
2. The above amendments to the Plan were effective November 19, 1992 upon
their approval by the holders of a majority of the shares of Common Stock of
the Company represented and entitled to vote at the 1992 Annual Meeting of
Stockholders at which a quorum was present.
3. Except as amended herein, the Plan as adopted shall remain in full
force and effect in accordance with its terms.
/s/ E. Michael Ingram
-----------------------------
E. Michael Ingram
General Counsel and Secretary
<PAGE> 12
AMENDMENT TO THE NATIONAL DATA CORPORATION
1983 RESTRICTED STOCK PLAN
1. The National Data Corporation 1983 Restricted Stock Plan (the "Plan")
is hereby amended by deleting Sections 6(b) and 6(d) and substituting in lieu
thereof the following:
"6(b) Discretionary Conditions. Each Restricted
Stock Agreement shall also be subject to such additional
discretionary conditions as the Committee may determine,
including, but not limited to, terms and conditions for
compliance with federal and state securities laws, and methods
of withholding or providing for the payment of taxes and any
performance factors or other criteria. The Committee may
specify different terms and conditions for different awards of
Restricted Stock and for different Grantees.
6(d) Release of Shares. Subject to the conditions
of Sections 6(g), (h) and (i) of the Plan regarding
Termination of Employment, death or Permanent Disability, or
acceleration of a Restricted Period, the Company, provided
that the Grantee satisfies any performance factors or other
criteria set forth in the Restricted Stock Agreement, shall
release from escrow and deliver to the Grantee or his legal
representative, free of the legend described in Section 6(c)
above, the certificate evidencing the Restricted Stock on the
date the Restricted Period expires with respect to such
certificate."
2. The above amendments to the Plan were approved by the National Data
Corporation Board of Directors September 4, 1991 and became effective on such
date.
3. Except as amended herein, the Plan as adopted shall remain in full
force and effect in accordance with its terms.
/s/ E. Michael Ingram
-----------------------------
E. Michael Ingram,
General Counsel and Secretary
<PAGE> 13
AMENDMENT TO THE NATIONAL DATA CORPORATION
1983 RESTRICTED STOCK PLAN
1. The National Data Corporation 1983 Restricted Stock Plan (the "Plan")
is hereby amended by deleting the second full sentence in Section 5 thereof in
its entirety and substituting in lieu thereof the following
"Subject to adjustment in accordance with the provisions of paragraph
7 of the Plan, the maximum number of shares of Common Stock which may
be awarded as Restricted Stock under the Plan prior to the approval of
the amendments to the Plan by the Company's stockholders at the 1995
Annual Meeting of Stockholders shall be 487,500, and the adoption of
the Plan by the Board of Directors of the Company shall constitute a
reservation of 487,500 shares of Common Stock for issuance only upon
the award of Restricted Stock under the Plan. Effective upon the
approval of the amendments to the Plan by the Company's stockholders
at the 1995 Annual Meeting of Stockholders, subject to adjustment in
accordance with the provisions of paragraph 7 of the Plan, the maximum
number of shares of Common Stock for which Options may be granted
under the Plan shall be increased to 750,000, and the adoption on July
19, 1995 of certain amendments to the Plan by the Board of Directors
of the Company shall constitute the reservation of an additional
262,500 shares of Common Stock to be held in escrow and released to
the grantee only upon the grantee's satisfaction of specified
conditions of continued employment."
2. The above amendments to the Plan were effective October 26, 1995 upon
their approval by the holders of a majority of the shares of Common Stock of
the Company represented and entitled to vote at the 1995 Annual Meeting of
Stockholders at which a quorum was present.
3. Except as amended herein, the Plan as adopted shall remain in full
force and effect in accordance with its terms.
/s/ E. Michael Ingram
------------------------------
E. Michael Ingram
General Counsel and Secretary
<PAGE> 1
EXHIBIT 23(a)
Consent of Alston & Bird.
(Included in Exhibit 5)
<PAGE> 1
EXHIBIT 23(b)
Consent of Arthur Andersen LLP.
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 3, 1996
