<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 8-K
-------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 15, 1997
-----------------
National Data Corporation
(Exact name of registrant as specified in its charter)
DELAWARE 001-12392 58-977458
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
NATIONAL DATA PLAZA
ATLANTA, GEORGIA 30329-2010
(Address of Principal Executive Offices)
404-728-2000
(Registrant's telephone number, including area code)
================================================================================
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 15, 1997, National Data Corporation ("NDC" or, the "Company")
acquired Source Informatics Inc. ("Source"), a privately-held company, and PMSI
Database Holdings Inc. ("Database"), the Over-The-Counter ("OTC") Physician
Survey business unit of Pharmaceutical Marketing Services Inc. ("PMSI"). On
August 20, 1997, definitive agreements were announced under which NDC would
acquire both health care database information management businesses. Under the
terms of the agreement, NDC paid $35,744,000 and issued 2,670,298 shares of the
Company's common stock to complete the acquisitions. The cash portion of the
purchase price was funded from the Company's working capital and the Company's
line of credit.
Source was acquired through the merger of Source with and into a subsidiary
of the Company. Source is the surviving corporation and became a wholly-owned
subsidiary of the Company. Database was acquired through the purchase of all of
the capital stock of Database from PMSI by the Company. Database also became a
wholly-owned subsidiary of the Company. The acquisitions will be accounted for
using the purchase method of accounting.
Approval of the Source transaction required the affirmative vote of (i) the
holders of a majority of the shares of Source Common Stock entitled to vote at a
special meeting of the Source stockholders held on December 15, 1997 (the
"Source Special Meeting"), and (ii) the holders of a majority of the shares of
Source Preferred Stock entitled to vote at the Source Special Meeting. The
Source Common stockholders and the Source Preferred stockholders approved the
transaction at the Source Special Meeting.
The consummation of the Database transaction was conditioned upon the
approval of a majority of the outstanding shares of the common stock of PMSI
present and entitled to vote at a special meeting of the PMSI stockholders held
on December 15, 1997 (the "PMSI Special Meeting"). The PMSI common stockholders
approved the transaction at the PMSI Special Meeting.
Source is a leading provider of proprietary health care information,
technology and consulting services, primarily to the pharmaceutical and retail
pharmacy markets. Database was formed as a holding company by PMSI in June
1997, and up to the date of the closing had not conducted any business but does
hold the assets contributed to it by PMSI consisting of (i) PMSI's minority
interest in a U.S. joint venture with Source to jointly offer a range of
services generated from a database of prescription data collected by Source from
retail and mail order pharmacies in the U.S., and (ii) PMSI's OTC business. The
Company intends to continue the same or similar use of the assets of Source and
Database.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of the Businesses Acquired.
(1) The Financial Statements of Source Informatics Inc. in Annex D to
the Proxy Statement/Prospectus filed as part of the Company's
Registration Statement on Form S-4 (Registration No. 333-35995)
(hereinafter the "Proxy Statement/Prospectus") is incorporated by
reference in Exhibit 99.1.
(b) Pro Forma Financial Information.
(1) The Pro Forma Financial Information in Annex E to the Proxy
Statement/Prospectus is incorporated by reference in Exhibit 99.2.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of August 20, 1997, as
amended on November 7, 1997 (filed as Annex A to the Proxy
Statement/Prospectus and incorporated herein by reference).
2.2 Amendment No. 2 to Agreement and Plan of Merger.
2.3 Stock Purchase Agreement, dated as of August 20, 1997 (incorporated
by reference to Exhibit 2.1 to the Company's Registration Statement
on Form S-4/S-3 (Registration No. 333-35991)).
23.1 Consent of Arthur Andersen LLP.
99.1 Financial Statements of Source (incorporated by reference to Annex
D of the Proxy Statement/Prospectus).
99.2 Pro Forma Financial Information (incorporated by reference to Annex
E of the Proxy Statement/Prospectus).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
National Data Corporation
-------------------------
(Registrant)
Date: December 30, 1997 By: /s/ E. Michael Ingram
---------------------
E. Michael Ingram
Senior Vice President, General
Counsel and Secretary
<PAGE>
INDEX TO EXHIBITS
-----------------
2.2 Amendment No. 2 to Agreement and Plan of Merger.
23.1 Consent of Arthur Andersen LLP.
<PAGE>
AMENDMENT NO. TWO TO AGREEMENT AND PLAN OF MERGER
-------------------------------------------------
This Amendment No. Two (this "Amendment") is made and entered into as of
December 15, 1997, by and among National Data Corporation ("NDC"), a Delaware
corporation, Dunkirk, Inc. ("Sub"), a Delaware corporation and Source
Informatics Inc. ("Source"), a Delaware corporation.
PREAMBLE
--------
WHEREAS, NDC, Sub and Source entered into an Agreement and Plan of
Merger, dated as of August 20, 1997, amended as of November 7, 1997 (the
"Agreement"), which, among other things, provided that NDC would acquire Source
pursuant to the merger of Sub with and into Source (the "Merger"); and
WHEREAS, pursuant to Section 3.2(c) of the Agreement, the Estimated
Working Capital Adjustment is to be paid in shares of NDC Common Stock, effected
through a reduction in the number of shares to be issued by NDC in the Merger;
and
WHEREAS, Section 3.2(c) of the Agreement provides that the calculation of
the number of shares of NDC Common Stock required to pay the Estimated Working
Capital Adjustment shall be based on the Average Closing Price as of the Closing
Date; and
WHEREAS, the parties to the Agreement have agreed to amend the above-
referenced provision.
NOW, THEREFORE, in consideration of the above and the mutual warranties,
representations, covenants, and agreements set forth herein, the parties agree
as follows:
Section 3.2(c) of the Agreement shall be deleted in its entirety and
replaced with the following:
3.2(c) If Estimated Current Assets are less than the product of 0.9416
times Estimated Current Liabilities (such amount, the "Estimated Working Capital
Adjustment") as of the date of the Preliminary Balance Sheet, the Escrow Shares
and the Aggregate Cash Amount payable by NDC pursuant to Section 3.1(c) shall be
decreased by an amount equal to the Estimated Working Capital Adjustment, with
the respective portions to be satisfied from the Aggregate Cash Amount and the
Escrow Shares to be mutually agreed to by the parties. With regard to the value
to be used in calculating the reduction of the Escrow Shares referred to in the
immediately preceding sentence, the NDC Common Stock shall be deemed to have a
value per share equal to the Average Closing Price as of three trading days
prior to the Effective Time (including the day of the Effective Time).
<PAGE>
EXHIBIT 23.1
Consent of Independent Public Accountants
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in National Data Corporation's Registration Statements on Forms S-8
Nos. 2-81717, 2-86961, 2-92193, 33-25635, 33-43005, 33-44858, 33-58622, 33-
58624, 33-59717, 33-55057, 333-05499, 333-05451, 333-05427 of our report dated
September 5, 1997 relating to the financial statements of Source Informatics
Inc., which is incorporated by reference in National Data Corporation's Current
Report on Form 8-K dated December 15, 1997.
/s/ Arthur Andersen LLP
Atlanta, Georgia
December 30, 1997
