<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1997
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
NATIONAL DATA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7389 58-0977458
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION INDUSTRIAL IDENTIFICATION NO.)
OF INCORPORATION) CLASSIFICATION CODE
NUMBER)
---------------
NATIONAL DATA PLAZA
ATLANTA, GEORGIA 30329-2010
(404) 728-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
E. MICHAEL INGRAM
GENERAL COUNSEL AND SECRETARY
NATIONAL DATA CORPORATION
NATIONAL DATA PLAZA
ATLANTA, GEORGIA 30329-2010
(404) 728-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPIES TO:
JOEL J. HUGHEY WARREN J. HAUSER ROBERT A. SCHWED
MARK F. MCELREATH SOURCE INFORMATICS REBOUL, MACMURRAY,
ALSTON & BIRD LLP INC. HEWITT,
ONE ATLANTIC CENTER 45 ROCKEFELLER PLAZA MAYNARD & KRISTOL
1201 WEST PEACHTREE SUITE 912 45 ROCKEFELLER PLAZA
STREET NEW YORK, NEW YORK NEW YORK, NEW YORK
ATLANTA, GEORGIA 30309- 10111 10111
3424 (212) 841-0610 (212) 841-5700
(404) 881-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [x] 333-35995
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] 333-
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE (2)
=========================================================================================
<S> <C> <C> <C> <C>
Common Stock (including
rights to purchase
shares of Common Stock
or Series A Junior
Participating
Preferred Stock)..... 36,929 shares $0.06 $2,302.00 $100.00
=========================================================================================
</TABLE>
(1) Represents an additional number of shares of Common Stock, par value $.125
per share ("NDC Common Stock"), issuable by the Registrant upon
consummation of the merger (the "Merger") of a subsidiary of the Registrant
with and into Source Informatics Inc. ("Source"), as a result of a purchase
price adjustment pursuant to the terms of the Merger Agreement, assuming
exercise of all rights to purchase common stock, par value $.01 per share,
of Source ("Source Common Stock").
(2) Pursuant to Rules 457(f)(2) and 457(f)(3), the registration fee was
computed on the basis of the stated value of the Source Common Stock and
the preferred stock, par value $1.00 per share, of Source ("Source
Preferred Stock") as of June 30, 1997, since Source had an accumulated
deficit as of such date.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
===============================================================================
<PAGE>
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-4, Registration No.
333-35995, are hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 December 12, 1997.
National Data Corporation
By: /s/ E. Michael Ingram
--------------------------------
E. MICHAEL INGRAM
SENIOR VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 12, 1997.
SIGNATURE TITLE
/s/ Robert A. Yellowlees Chairman of the Board and
- ------------------------------------- Chief Executive Officer
ROBERT A. YELLOWLEES (principal executive
officer)
/s/ M. P. Stevenson Chief Financial Officer
- ------------------------------------- (principal financial and
M. P. STEVENSON accounting officer)
/s/ Edward L. Barlow Director
- -------------------------------------
EDWARD L. BARLOW
/s/ J. Veronica Biggins Director
- -------------------------------------
J. VERONICA BIGGINS
/s/ James B. Edwards Director
- -------------------------------------
JAMES B. EDWARDS
/s/ Don W. Sands Director
- -------------------------------------
DON W. SANDS
/s/ Neil Williams Director
- -------------------------------------
NEIL WILLIAMS
<PAGE>
Exhibit 5.1
[LETTERHEAD OF ALSTON & BIRD LLP APPEARS HERE]
December 12, 1997
National Data Corporation
National Data Plaza
Atlanta, Georgia 30329-2010
Re: Registration Statement on Form S-4 Covering
36,929 Shares of Common Stock
-------------------------------------------
Ladies and Gentlemen:
This opinion is being rendered in connection with the proposed merger of
Source Informatics Inc. ("Source") with and into a wholly-owned subsidiary of
National Data Corporation (the "Company"), in which the Company will issue an
additional 36,929 shares of its $.125 par value per share common stock (the
"Shares"), upon the terms and conditions set forth in its Registration Statement
on Form S-4 (the "Registration Statement"), as filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
on September 19, 1997, as amended (File No. 333-35995).
As counsel for the Company, we have examined such corporate records and
documents as we have deemed relevant and necessary as the basis for this
opinion, and we are familiar with the actions taken by the Company in connection
with the authorization, registration, issuance and sale of the Shares.
Based upon the foregoing, it is our opinion that the Shares will, upon
their issuance in accordance with the terms and conditions set forth in the
Agreement and Plan of Merger by and among Source, Dunkirk, Inc., and the
Company, dated as of August 20, 1997, be duly authorized and validly issued,
fully paid and non-assessable under the Delaware General Corporation Law as in
effect on this date.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the reference to our firm in the section entitled
"Legal Matters."
Very truly yours
ALSTON & BIRD LLP
By: /s/ Joel J. Hughey
------------------------------------------
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference herein of our report included in National Data Corporation's
Registration Statement on Form S-4 (File No. 333-35995) and to the incorporation
by reference of our reports dated July 16, 1997 (except with respect to Note 18,
for which the date is August 20, 1997) included in National Data Corporation's
Annual Report on Form 10-K for the year ending May 31, 1997 included in or made
a part of this registration statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
December 12, 1997
