<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
1987 STOCK OPTION 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 150,000 $20.125 $ 3,381,000 $ 1,166
- ------------------------------------------------------------------------------------------------------------------
Common Stock, $.125 par value 150,000 22.245 3,336,750 1,151
- ------------------------------------------------------------------------------------------------------------------
Common Stock, $.125 par value 1,200,000 37.438 44,925,600 15,492
- ------------------------------------------------------------------------------------------------------------------
Total 1,500,000 $51,643,350 $17,809
==================================================================================================================
</TABLE>
____________________________
(1) This Registration Statement also covers any additional shares that
may hereafter become exercisable as a result of the adjustment and
anti-dilution provisions of the National Data Corporation 1987 Stock
Option Plan.
(2) Determined in accordance with Rule 457(h), the registration fee
is based on option price per share for shares presently subject to
options and, for those shares not presently subject to options, 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 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 Exchange Act, 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.
<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-3
<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 1987 Stock Option 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-4
<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 Exchange Act 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.
II-5
<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)
II-6
<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-7
<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>
5 Opinion of Alston & Bird regarding the legality of the
securities being registered.
10 National Data Corporation 1987 Stock Option 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 1,500,000 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 1987 Stock
Option 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 (i) all
options have been or will be granted in accordance with the Plan and (ii) the
option price per share under options granted pursuant to the Plan will, in all
cases, exceed the par value of a share of Common Stock.
Based upon the foregoing, we are of the opinion that the Shares to be
issued upon the exercise of options granted under the Plan, upon receipt in
full by NDC of the purchase price prescribed for each Share subject to each
such option, 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.
----------------------------
601 Pennsylvania Avenue, N.W.
North Building, Suite 250
Washington, D.C. 20004-2601
<PAGE> 1
EXHIBIT 10
1987 Stock Option Plan, as amended.
<PAGE> 2
EXHIBIT 10
NATIONAL DATA CORPORATION
1987 STOCK OPTION PLAN
1. Purpose. The purpose of the National Data Corporation 1987
Stock Option 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 the issuance of incentive stock options and non-qualified stock options
("Options") granted 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. Administration. The Plan shall be administered, construed and
interpreted by the Compensation Committee (the "Committee") consisting of
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 determine the persons who shall
participate in the Plan and the extent of their participation. The Committee
also shall determine the price to be paid for shares upon the exercise of
Options granted under the Plan, the period within which each Option may be
exercised, and the terms and conditions of each individual Stock Option
Agreement by and between the Company and the holder of the Option. The terms
and conditions of each individual Stock Option Agreement shall be consistent
with the provisions of the Plan, but the Committee may provide for such
additional terms and conditions, not in conflict with the provisions of the
Plan, as it deems advisable. Each Stock Option Agreement shall indicate
clearly the status of the Option as an incentive stock option or a
non-qualified stock option.
In interpreting any portion of the Plan that governs or affects the
issuance, administration, or exercise of incentive stock options, the Committee
shall be governed by the principles and requirements of
<PAGE> 3
Sections 421, 422A, 425 and related Sections of the Internal Revenue Code of
1986, as amended ("Code"), and the Treasury Regulations applicable to incentive
stock options and incentive stock option plans. Where applicable, unless
otherwise defined, the term "subsidiary" and all other terms used herein shall
have and shall be interpreted by the Committee as having the meanings set forth
in the applicable provisions of the Code. The interpretation and construction
by the Committee of any provision of or term used in the Plan or any Option
granted under the Plan and any determination by the Committee pursuant to any
provision of the Plan or any such option 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 a
majority 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.
3. Eligibility. Options under the Plan may be granted 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. Options may be granted under the
Plan only to persons who are employed by the Company or one of its subsidiaries
at the time of the grant. The fact that an employee is a member of the Board
of Directors of the Company shall not make him ineligible for an Option grant
unless he is also a member of the Committee in which event he shall not be
eligible for an Option grant. For purposes of the Plan, a person to whom an
Option is granted under the Plan shall be referred to as a "Grantee".
4. Shares Subject to Plan. The shares subject to the Plan shall
be authorized but unissued or reacquired shares of the Company's $.125 par
value Common Stock (the "Common Stock"). Subject to readjustment in accordance
with the provisions of paragraph 6 of the Plan, the maximum number of shares of
Common Stock for which Options may be granted under the Plan shall be 650,000,
and the adoption of the Plan by the Board of Directors of the Company shall
constitute a reservation of 650,000 shares of Common Stock for issuance only
upon the exercise of Options granted under the Plan. In the
- 2 -
<PAGE> 4
event that any outstanding Option granted under the Plan for any reason expires
or is terminated prior to the end of the period during which Options may be
granted under the Plan, the shares of Common Stock allocable to the unexercised
portion of such Option may again be subject in whole or in part to any Option
granted under the Plan.
5. Terms and Conditions of Options. Options granted pursuant to
the Plan shall be evidenced by Stock Option Agreements in such form as the
Committee shall approve from time to time. Such Stock Option Agreements and
the Options evidenced thereby shall comply with and be subject to the terms and
conditions of this paragraph. Incentive Stock Option Agreements shall also
comply with and be subject to the provisions of Sections 421, 422A, 425 and
related Sections of the Code and applicable Treasury Regulations.
Nevertheless, non-qualified stock options shall not be subject to any term or
condition applicable only to incentive stock options and, similarly, incentive
stock options shall not be subject to any term or condition applicable only to
non-qualified stock options. Except as indicated otherwise, the following
terms and conditions shall apply to both incentive stock options and to
non-qualified stock options.
(a) Number of Shares. Each Stock Option Agreement shall
state the total number of shares of Common Stock to which it pertains.
(b) Amount Limitation for Incentive Stock Options.
(i) The aggregate fair market value of stock
(valued as of the date of grant of the incentive stock option) subject
to incentive stock options granted to a key employee under all plans
of the Company and, its parent or subsidiary corporations and that
become exercisable for the first time by such key employee during any
calendar year may not exceed One Hundred Thousand Dollars ($100,000).
(ii) This paragraph 5(b) shall not apply to
non-qualified stock options.
(c) Option Price. The option price for each incentive
stock option granted under the Plan shall be the amount determined by the
Committee, but, subject to the provisions of paragraph 5(j) of the Plan, shall
not be less than 100% of the fair market value of the shares of Common Stock
subject to the incentive stock option on the date of grant of such option. The
option price for each non-qualified
- 3 -
<PAGE> 5
stock option shall be determined by the Committee and may be less than the fair
market value of the shares of Common Stock subject to the non-qualified stock
option on the date of grant of such option. The date on which the Committee
approves the granting of an Option shall be considered the date on which such
Option is granted. For purposes of the Plan, the "fair market value" of the
shares of Common Stock shall be the closing price of the Common Stock in the
National Association of Securities Dealers Automatic Quotation System
("NASDAQ") National Market of Over-the-Counter Securities or, if such price is
not available, the mean between the high "bid" and the low "asked" prices of
the Common Stock in the over-the-counter market, in either case on the day on
which such value is to be determined or, if no shares were traded on such day,
on the next preceding day on which shares were traded, as reported in The Wall
Street Journal or by a national quotation service. If the Common Stock is not
regularly traded in the over-the-counter market but is registered on a national
securities exchange, the "fair market value" of the shares of Common Stock
shall mean the closing price of the Common Stock on such national securities
exchange on the day on which such value is to be determined or, if no shares
were traded on such day, on the next preceding day on which shares were traded,
as reported in The Wall Street Journal or by a national quotation service.
(d) Medium and Time of Payment. The option price shall
be payable upon the exercise of an Option in cash or by check or, if provided
in the Stock Option Agreement, in shares of Common Stock already held by the
Grantee. In the event that all or part of the option price is paid in shares
of Common Stock, the value of such shares shall be equal to the fair market
value of such shares on the date of exercise of the option (determined as
provided in paragraph 5(c) of the Plan), and the Grantee shall deliver to the
Company a certificate or certificates representing such shares duly endorsed to
the Company or accompanied by a duly-executed separate instrument of transfer
satisfactory to the Committee; provided, however, that the Committee, in its
discretion, may allow the Grantee to present satisfactory proof of ownership of
such shares without delivering the endorsed certificate(s) therefor and in such
event shall cause the Company to issue to the Grantee the number of shares of
Common Stock equal to (i) the number of shares as to which the Grantee is
exercising the option less (ii) the number of shares used by the Grantee in
payment of the option price upon exercise of such option.
- 4 -
<PAGE> 6
(e) Term and Exercise. Each Option granted under the
Plan shall be exercisable by the Grantee only during a term fixed by the
Committee. The term of each incentive stock option shall end not later than
ten years after the date of grant of the incentive stock option. The Committee
shall determine whether the Option shall be exercisable in full at any time
during the term or in cumulative or non-cumulative installments during the
term.
(f) Method of Exercise. All Options granted under the
Plan shall be exercised by written notice directed to the officer of the
Company indicated in the Stock Option Agreement at the Company's principal
place of business. Such written notice shall specify the form of payment made
by the Grantee or his successor as provided by paragraph 5(d) of the Plan and
shall be accompanied by payment in full of the option price for the shares for
which such Option is being exercised. The Company shall make delivery of
certificates representing the shares for which an Option has been exercised
within a reasonable period of time; provided, however, that if any law,
regulation or agreement requires the Company to take any action with respect to
the shares for which an Option has been exercised before the issuance thereof,
then the date of delivery of such shares shall be extended for the period
necessary to take such action.
(g) Effect of Termination of Employment or Death.
(A) Termination of Employment. Except as
otherwise provided in this subparagraph (A) or in subparagraph (B) next
following, upon the termination of the employment of any Grantee with the
Company or any subsidiary for any reason, all Options held by the Grantee under
the Plan shall immediately terminate. 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. Subject to the
limitations set forth below, the Committee at its election may provide in any
Stock Option Agreement that the Grantee may exercise an Option during a period
specified by the Committee after the termination of employment of the Grantee
with the Company or any subsidiary then employing the Grantee; provided,
however, that in the case of an incentive stock option such period may not be
longer than three months from the date of the Grantee's termination of
employment, unless the Grantee's employment is terminated
- 5 -
<PAGE> 7
due to the Grantee's permanent disability in which event such period may not be
longer than one year after the termination of employment. In no event,
however, will the Option be exercisable after the expiration of the term of the
Option. In addition, exercise of the Option following termination of the
Grantee's employment shall be subject to the following terms and conditions:
(1) with respect to any installment of the Option that had not become
exercisable at the time of termination of employment, the period of extension
shall not, unless otherwise approved by the Committee, operate to permit such
installment to become exercisable within such period; (2) with respect to any
installment of the Option that had become exercisable at the time of
termination of employment, the period of extension shall not operate to permit
the exercise of such installment after the expiration of the period within
which such installment may be exercised; and (3) the period of extension shall
not operate to permit the exercise of an Option if the employment of the
Grantee is terminated prior to the term during which the Option would otherwise
have been exercisable. For purposes of this subparagraph (A), 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 time such corporation ceases to be
a subsidiary of the Company. For purposes of the Plan, "permanent disability"
shall mean a permanent disability as defined in Section 422A(c)(7) of the Code.
(B) Death. In granting any Option under the
Plan, the Committee may provide in the Stock Option Agreement representing such
option that in the event of the death of a Grantee at a time when an Option is
exercisable by the Grantee, the Grantee's personal representatives, heirs or
legatees (the "Grantee's Successors") may exercise all or any portion of such
Option held by the Grantee on the date of his death upon proof satisfactory to
the Company of their authority. If the Committee so provides that an Option
shall be exercisable by the Grantee's Successors after the death of the
Grantee, the Committee shall specify the period following the Grantee's death
during which the Option may be exercised; provided, however, that no Option may
be exercised after the date of expiration of the Option; and provided further,
that in the case of an incentive stock option such period may not be longer
than 12 months after the date of the Grantee's death. Such exercise otherwise
shall be subject to
- 6 -
<PAGE> 8
the terms and conditions of the Plan; provided, however, that with respect to
any installment of the Option that had not become exercisable on the date of
the Grantee's death, the period of extension shall not, unless otherwise
provided by the Committee, operate to permit such installment to become
exercisable within such period.
(h) Nonassignability of Option Rights. No option shall
be assignable or transferable by the Grantee except by will or by the laws of
descent and distribution. During the lifetime of the Grantee, the Option shall
be exercisable only by the Grantee.
(i) Rights as Stockholder. Neither the Grantee nor the
Grantee's Successors shall have rights as a stockholder of the Company with
respect to shares of Common Stock covered by the Grantee's Option until the
Grantee or the Grantee's Successors become the holder of record of such shares.
Unless specified in paragraph 6 of the Plan, no adjustment will be made for
dividends or other rights for which the record date is prior to the date on
which shares are issued upon exercise of an Option.
(j) No Options in Certain Cases. No Options shall be
granted except within a period of ten years after the effective date of the
Plan. In no event shall an incentive stock option be granted to any person
who, immediately after such incentive stock option is granted, owns (as defined
in Sections 422A and 425 of the Code) stock possessing more than ten percent
(10%) of the total combined voting power or value of all classes of stock of
the Company or of any parent or subsidiary corporation of the Company unless
(i) the option price under such incentive stock option is not less than one
hundred and ten percent (110%) of the fair market value of the shares of Common
Stock subject to such incentive stock option on the date of grant of such
incentive stock option (determined as provided in paragraph 5(c) of the Plan)
and (ii) the terms of the Incentive Stock option Agreement shall make such
incentive stock option expire on the date that is the fifth anniversary after
the date on which the incentive stock option is granted.
(k) Miscellaneous Provisions. The Stock Option
Agreements authorized under the Plan may contain such other provisions, not
inconsistent with the Plan, as the Committee shall deem advisable.
- 7 -
<PAGE> 9
6. 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 for which
options may be granted under the Plan. In addition, the Committee upon the
occurrence of such an event shall make appropriate adjustments in the number
and kind of shares or other securities as to which outstanding Options, or
portions thereof then unexercised, shall be exercisable, so that each Grantee's
proportionate interest shall be maintained as before the occurrence of such
event. Such adjustment in outstanding Options shall be made without change in
the total price applicable to the unexercised portion of each Option and with a
corresponding adjustment in the option price per share. Any fractional shares
resulting from any of the foregoing adjustments under this subparagraph (a)
shall be disregarded and eliminated. Each such adjustment under this
subparagraph (a) shall be made in such a manner that such adjustment will not
constitute a "modification" as defined in Section 425 of the Code. 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) Declare that all Options granted under the
Plan shall become exercisable immediately notwithstanding the provisions of the
respective Stock Option Agreements regarding exercisability and that all
Options shall terminate upon the expiration of a period specified by the
Committee after the Committee gives written notice to all Grantees of their
immediate right to exercise all Options then outstanding and of the Committee's
decision to terminate all options not exercised within such period; provided,
however, that such period may not begin earlier than thirty (30) days after the
Committee gives such written notice to all Grantees; or
- 8 -
<PAGE> 10
(B) Notify all Grantees that all Options granted
under the Plan shall apply with appropriate adjustments as determined by the
Committee to the securities of the resulting corporation to which holders of
the number of shares of Common Stock subject to such Options would have been
entitled; or
(C) Some combination of (A) and (B).
The adoption of a plan of dissolution or liquidation by the
Board of Directors and the stockholders of the Company shall cause every Option
outstanding under the Plan to terminate to the extent not exercised prior to
the adoption of the plan of dissolution or liquidation by the stockholders;
provided, however, that the Committee, in its discretion, may declare that all
Options granted under the Plan shall become exercisable immediately
notwithstanding the provisions of the respective Stock Option Agreements
regarding exercisability; and provided further that 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),
outstanding Options shall be governed by and be subject to the provisions of
such sentence.
(c) Rights or Warrants. If any rights or warrants to
subscribe for additional shares 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 on the same basis as holders of the outstanding
shares with respect to such portion of the Grantee's Option that may be
exercised on or prior to the date of the expiration of such rights or warrants.
(d) Acceleration Event. If in the opinion of the Board
of Directors, based on circumstances known to it, the Board of Directors
believes an event is likely to lead to changes in control of stock ownership of
the Company, whether or not any such change in control actually occurs, the
Board of Directors may direct the Committee to declare that all Options granted
under the Plan shall become exercisable immediately notwithstanding the
provisions of the respective Stock Option Agreements regarding exercisability.
- 9 -
<PAGE> 11
7. Effective Date and Termination of Plan.
(a) Effective Date. The effective date of the Plan shall
be August 26, 1987, the date of its adoption by the Board of Directors of the
Company, provided that the stockholders of the Company (acting at a duly called
meeting of the stockholders), shall approve the Plan on or before August 25,
1988.
(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 under any Option theretofore granted under the
Plan unless the Grantee shall so consent.
8. Application of Funds. The proceeds received by the Company
from the sale of shares of Common Stock pursuant to Options granted under the
Plan will be used for general corporate purposes.
9. No Obligation to Exercise Option. The granting of an Option
shall impose no obligation upon the Grantee to exercise such Option.
10. 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 in order that incentive stock options granted under the
Plan shall be "incentive stock options" as defined in Section 422A of the Code,
or to conform to any change in the law, or for any other purpose; 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 as to
which Options 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 paragraph 7(b) of the Plan; or
(c) The minimum option price as provided under paragraph
5(c) of the Plan, other than to change the manner of determining the fair
market value of the Common Stock to conform with any provisions of the Internal
Revenue Code or regulations thereunder applicable to incentive stock options;
or
- 10 -
<PAGE> 12
(d) The period during which options may be granted as
provided in paragraph 5(j) of the Plan (provided, however, that the Board of
Directors of the Company shall have the power set forth in paragraph 7(b) to
terminate the Plan); or
(e) The provisions of paragraph 3 of the Plan relating to
the determination of employees to whom Options may be granted; or
(f) 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.
Any amendment to the Plan shall not, without the written consent of
the Grantee, affect such Grantee's rights under any Option theretofore granted
to such Grantee.
Certification. The undersigned hereby certify that the foregoing
National Data Corporation 1987 Stock Option Plan was duly adopted by the Board
of Directors of National Data Corporation on August 26, 1987 and by the
stockholders of National Data Corporation on November 19, 1987.
/s/ L. C. Whitney
-------------------------------
L. C. WHITNEY
Chairman of the Board and
Chief Executive Officer
/s/ E. Michael Ingram
- -----------------------------
E. MICHAEL INGRAM
Vice President, Corporate
Counsel and Secretary
- 11 -
<PAGE> 13
AMENDMENT TO THE NATIONAL DATA CORPORATION
1987 STOCK OPTION PLAN
1. The National Data Corporation 1987 Stock Option Plan (the "Plan") is
hereby amended by deleting the second full sentence in Section 4 thereof in its
entirety and substituting in lieu thereof the following:
"Subject to adjustment in accordance with the provisions of paragraph
6 of the Plan, the maximum number of shares of Common Stock for which
Options 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 650,000, and the initial
adoption of the Plan by the Board of Directors of the Company shall
constitute a reservation of 650,000 shares of Common Stock for
issuance only upon the exercise of Options granted under the Plan.
Effective upon the approval of the amendments to the Plan by the
Company's stockholders at the 1989 Annual Meeting of Stockholders,
subject to adjustment in accordance with the provisions of paragraph 6
of the Plan, the maximum number of shares of Common Stock for which
Options may be granted under the Plan shall be increased to 1,650,000,
and the adoption on August 8, 1989 of certain amendments to the Plan
by the Board of Directors of the Company shall constitute the
reservation of an additional 1,000,000 shares of Common Stock for
issuance only upon the exercise of Options granted under the Plan."
2. The above amendments to the Plan were effective November 16, 1989 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 1989 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> 14
AMENDMENT TO THE NATIONAL DATA CORPORATION
1987 STOCK OPTION PLAN
1. The National Data Corporation 1987 Stock Option Plan (the "Plan") is
hereby amended by deleting the second full sentence in Section 4 thereof in its
entirety and substituting in lieu thereof the following:
"Subject to adjustment in accordance with the provisions of paragraph
6 of the Plan, the maximum number of shares of Common Stock for which
Options 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 1,650,000, and the adoption of
the Plan by the Board of Directors of the Company shall constitute a
reservation of 1,650,000 shares of Common Stock for issuance only upon
the exercise of Options granted 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 6 of the Plan, the maximum
number of shares of Common Stock for which Options may be granted
under the Plan shall be increased to 2,125,000, and the adoption on
September 4, 1991 of certain amendments to the Plan by the Board of
Directors of the Company shall constitute the reservation of an
additional 475,000 shares of Common Stock for issuance only upon the
exercise of Options granted under the Plan."
2. 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.
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> 15
AMENDMENT TO THE NATIONAL DATA CORPORATION
1987 STOCK OPTION PLAN
1. The National Data Corporation 1987 Stock Option Plan (the "Plan") is
hereby amended by deleting the second full sentence in Section 4 thereof in its
entirety and substituting in lieu thereof the following:
"Subject to adjustment in accordance with the provisions of paragraph
6 of the Plan, the maximum number of shares of Common Stock for which
Options 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 2,125,000 and the adoption of
the Plan by the Board of Directors of the Company shall constitute a
reservation of 2,125,000 shares of Common Stock for issuance only upon
the exercise of Options granted 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 6 of the Plan, the maximum
number of shares of Common Stock for which Options may be granted
under the Plan shall be increased to 2,525,000, 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 400,000 shares of Common Stock for issuance only upon the
exercise of Options granted 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> 16
AMENDMENT TO THE NATIONAL DATA CORPORATION
1987 STOCK OPTION PLAN
1. The National Data Corporation 1987 Stock Option Plan (the "Plan") is
hereby amended by deleting the second full sentence in Section 4 thereof in its
entirety and substituting in lieu thereof the following
"Subject to adjustment in accordance with the provisions of paragraph
6 of the Plan, the maximum number of shares of Common Stock for which
Options may be granted 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 3,787,500, and the adoption of
the Plan by the Board of Directors of the Company shall constitute a
reservation of 3,787,500 shares of Common Stock for issuance only upon
the exercise of Options granted 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 6 of the Plan, the maximum
number of shares of Common Stock for which Options may be granted
under the Plan shall be increased to 5,287,500, 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 1,500,000 shares of Common Stock for issuance only upon the
exercise of Options granted under the Plan."
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
