<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 1997
REGISTRATION NO. 333-35991
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
NATIONAL DATA CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 58-0977458
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
NATIONAL DATA PLAZA
ATLANTA, GEORGIA 30329-2010
(404) 728-2000
(Address, including zip code, and telephone number,
including area code, of registrant's executive offices)
---------------
E. MICHAEL INGRAM, ESQ.
GENERAL COUNSEL AND SECRETARY
NATIONAL DATA CORPORATION
NATIONAL DATA PLAZA
ATLANTA, GEORGIA 30329-2010
(404) 778-2000
(Name, address, including zip code, and telephone number
including area code, of agent for service)
---------------
The Commission is requested to send copies of all communications to:
JOEL J. HUGHEY, ESQ.
WILLIAM S. ORTWEIN, ESQ.
ALSTON & BIRD LLP
1201 W. PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
MAXIMUM AGGREGATE PROPOSED AMOUNT OF
TITLE OF SHARES AMOUNT TO BE OFFERING PRICE PER MAXIMUM AGGREGATE REGISTRATION FEE
TO BE REGISTERED REGISTERED SHARE (1) OFFERING PRICE (1) (2)
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<S> <C> <C> <C> <C>
Common Stock, $.125 par
value per share....... 1,084,950 shares $34.656 $37,600,298 $11,092
</TABLE>
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(1) Estimated solely for purposes of determining the registration fee. This
amount, calculated pursuant to Rule 457(c), was based on the average of
the high and low prices of the Registrant's Common Stock on December 3,
1997, as reported on the New York Stock Exchange.
(2) A registration fee of $100 was paid with the filing of the original
registration statement on September 19, 1997 and has been deducted from
the amount of the registration fee payable in connection with the filing
of this amendment..
---------------
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.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION--DATED DECEMBER 5, 1997
PROSPECTUS
1,084,950 SHARES
NATIONAL DATA CORPORATION
COMMON STOCK
This prospectus relates to 1,084,950 shares (the "Shares") of common stock,
$.125 par value per share (the "Common Stock"), of National Data Corporation, a
Delaware corporation (the "Company" or "NDC"). All of these Shares will be
acquired by Pharmaceutical Marketing Services Inc., a Delaware corporation (the
"Selling Stockholder"), from the Company on or about December 15, 1997 in
connection with the acquisition by the Company of PMSI Database Holdings, Inc.,
a Delaware corporation and wholly-owned subsidiary of the Selling Stockholder
("PMSI Database"). See "Selling Stockholder" below. The Selling Stockholder may
be deemed to be an "underwriter" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"). See "Sale of Shares" below.
All or a portion of the Shares may be offered by the Selling Stockholder from
time to time (i) in transactions (which may include block transactions) on the
New York Stock Exchange, (ii) in negotiated transactions, or (iii) a
combination of such methods of sale, at fixed prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Selling Stockholder may
effect such transactions by selling the Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholder and/or the purchasers
of the Shares for whom such broker-dealers may act as agents or to whom they
sell as principals, or both (which compensation as to a particular broker-
dealer might be in excess of customary compensation). See "Selling Stockholder"
and "Sale of Shares " below.
None of the proceeds from the sale of the Shares by the Selling Stockholder
will be received by the Company. The Company has agreed to bear all expenses in
connection with the registration of the Shares being offered by the Selling
Stockholder. The Company also has agreed to indemnify the Selling Stockholder
against certain liabilities, including liabilities under the Securities Act.
The shares of Common Stock of the Company are traded on the New York Stock
Exchange under the symbol NDC. On December 3, 1997, the last sales price for
the shares of Common Stock as reported on the New York Stock Exchange composite
tape was $34.625 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is December [ ], 1997
<PAGE>
AVAILABLE INFORMATION
National Data Corporation (the "Company") has filed a Registration Statement
on Form S-3 (together with all amendments and exhibits filed or to be filed in
connection therewith, the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the common stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). Statements contained herein concerning the
provisions of documents are necessarily summaries of such documents, and each
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and
at the Commission's Regional Offices located at 7 World Trade Center, Suite
1300, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials can also be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants such as the Company, that file
electronically with the Commission. Such reports, proxy and information
statements and other information may be found at the Commission's site
address: http://www.sec.gov. The common stock of the Company, $.125 par value
per share (the "Common Stock"), is listed on the New York Stock Exchange, Inc.
(the "NYSE") under the symbol "NDC," and such reports, proxy statements and
other information concerning the Company are available for inspection at the
office of the NYSE, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File No.
001-12392) are hereby incorporated by reference into this Prospectus:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended May 31,
1997, as amended;
(2)the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
August 31, 1997, as amended;
(3) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A as filed with the Commission on October
5, 1993;
(4) the description of NDC Series A Junior Participating Preferred Stock
contained in the Company's Registration Statement on Form 8-A as filed
with the Commission on January 22, 1991, as amended on October 5, 1993;
and
(5)the Company's Registration Statement on Form S-4 (File No. 333-40153);
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of the filing of such documents.
Any statement contained herein, in any supplement or amendment hereto or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement and this Prospectus to the extent that a statement contained herein,
in any amendment or supplement hereto or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement, Prospectus, or
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<PAGE>
any amendment or supplement hereto. All information appearing in this
Prospectus is qualified in its entirety by information and financial
statements (including notes thereto) appearing in the documents incorporated
by reference herein, except to the extent set forth in the immediately
preceding statement.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon written or
oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference into the
information that the Prospectus incorporates). Requests should be directed to
Corporate Secretary, National Data Corporation, National Data Plaza, Atlanta,
Georgia 30329-2010, telephone number (404) 728-2000.
THE COMPANY
NDC is a Delaware corporation that was incorporated in 1967. NDC is a
leading provider of high-volume information services and application systems
to the health care and payment systems markets. NDC serves a diverse customer
base comprised of almost 120,000 health care providers, 3,500 health care
plans, more than 750,000 merchant locations, 35,000 corporations and 400
banking institutions, as well as federal and state government agencies. NDC
markets its services directly to merchants and health care providers and
indirectly through business alliances with a wide range of banks, insurance
companies and distributors.
NDC's principal executive offices are located at National Data Plaza,
Atlanta, Georgia 30329-2010, and its telephone number is (404) 728-2000. For
additional information regarding NDC and its business, see "Available
Information" and "Incorporation of Certain Information By Reference."
RECENT DEVELOPMENTS
On August 20, 1997, NDC signed a definitive agreement to acquire Source
Informatics Inc., a privately-held Delaware corporation ("Source"), in
exchange for approximately 1,560,000 shares of NDC Common Stock and
$31,750,000 in cash. Source is a leading provider of proprietary health care
information, technology and consulting services, primarily to the
pharmaceutical and retail pharmacy markets. The Source transaction is subject
to the approval of Source stockholders as well as other customary closing
conditions and is expected to become effective during the fourth quarter of
calendar 1997. For the year ended June 30, 1997, and the quarter ended
September 30, 1997, Source had total revenues of $59.9 million and $15.3
million, respectively, and net income of $6.5 million and $0.2 million,
respectively. As of September 30, 1997, Source had total assets of $24.3
million.
On October 14, 1997, NDC signed a definitive agreement to acquire Physician
Support Systems, Inc., a publicly-held Delaware corporation ("PSS"), in
exchange for approximately 4,230,000 shares of NDC Common Stock. PSS provides
business management services to physicians and hospitals in 29 states. For the
year ended December 31, 1996 and the nine months ended September 30, 1997, PSS
reported total revenues of $75.2 million and $81.7 million, respectively, and
net loss of $9.7 million and pro forma net income of $2.7 million,
respectively. As of September 30, 1997, PSS had total consolidated assets of
$117.4 million and consolidated stockholders' equity of $52.0 million. The PSS
transaction is subject to the approval of the PSS stockholders as well as
other standard closing conditions and is expected to close by January 31,
1998.
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating an investment
in NDC Common Stock.
COMPETITION
The markets for the applications systems and services offered by NDC are
highly competitive. Competition in the health care transaction processing and
payment systems markets affects NDC's ability to gain new customers and the
prices it can charge. The key competitive factors for NDC are functionality of
products, quality
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<PAGE>
of service and price. Many of NDC's competitors have access to significant
capital and management, marketing and technological resources that are equal
to or greater than those of NDC, and there can be no assurance that NDC will
continue to be able to compete successfully with them. In addition, NDC
competes with businesses that internally perform data processing or other
services offered by NDC.
MARKETS AND APPLICATIONS
NDC's future growth and profitability will depend, in part, upon the further
expansion of the health care transaction processing and payment systems
markets, the emergence of other markets for electronic transaction processing
services and NDC's ability to penetrate such markets. Further expansion of
these markets is dependent upon the continued growth in the number of
transactions available to be processed and the continued automation of
traditional paper-based processing systems. NDC's ability to penetrate such
markets will depend, in turn, upon its ability to apply its existing
technology, or to develop new technology, to meet the particular service needs
of each new market. There can be no assurance that markets for NDC's services
will continue to expand and develop or that NDC will be successful in its
efforts, or have adequate financial, marketing and technological resources to
penetrate new markets.
INTEGRATED PAYMENT SYSTEMS BUSINESS
NDC's merchant customers have liability for charges disputed by cardholders.
However, in the case of merchant fraud, or insolvency or bankruptcy of the
merchant, NDC may be liable for any of such charges disputed by cardholders.
NDC requires cash deposits and other types of collateral by certain merchants
to minimize any such contingent liability. Based on its historical loss
experience, NDC has established reserves for estimated losses on transactions
processed which management believes are adequate. There can be no assurance,
however, that such reserves for losses will be adequate. Any such losses in
excess of reserves could have a material adverse effect on the financial
condition and results of operations of NDC.
HEALTH CARE INFORMATION SERVICES
Federal and state governments have recently focused significant attention on
health care reform. It is not possible to predict which, if any, proposal that
has been or will be considered will be adopted. There can be no assurance that
the health care regulatory environment will not change so as to restrict the
existing operations of, impose additional requirements on or limit the
expansion of NDC. Costs of compliance with changes in government regulations
may not be subject to recovery by NDC through price increases.
Significant media and public attention has recently been focused on the
health care industry due to ongoing federal and state investigation
purportedly related to certain referral and billing practices. The Office of
the Inspector General and the Department of Justice have initiated hospital
and laboratory billing review projects in certain states and are expected to
extend such projects to additional states, including states in which NDC, upon
the consummation of its acquisition of PSS, will operate. These projects
increase the likelihood of governmental investigations of hospitals,
laboratories and other institutions for which NDC and PSS perform services.
Although PSS currently monitors, and, upon the consummation of its acquisition
of PSS, NDC intends to continue to monitor, billing practices and arrangements
to ensure compliance with prevailing industry practices under applicable laws,
such laws are complex and constantly evolving and there can be no assurance
that governmental investigators will not take positions that are inconsistent
with industry practices.
ACQUISITION RISKS
NDC completed five acquisitions in fiscal 1997, and intends to seek
additional acquisition opportunities and alliance relationships with other
business that will allow it to increase its market penetration, technological
capabilities, product offerings and distribution candidates. There can be no
assurance that NDC will be able to successfully identify suitable acquisition
candidates, complete acquisitions, integrate acquired operations into its
existing operations or expand into new markets. There can also be no assurance
that future acquisitions will not have an adverse effect upon NDC's operating
results, particularly in the fiscal quarters immediately following the
completion of such acquisition while the operations of the acquired business
are being integrated into NDC's
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<PAGE>
operations. Once integrated, acquired operations may not achieve levels of
revenues, profitability or productivity comparable with those achieved by
NDC's existing operations, or otherwise perform as expected. Specifically,
with regard to the acquisition of Source, certain products currently under
development may never reach technological feasibility which could have a
material adverse effect upon NDC's operating results. NDC may incur
indebtedness in the future, including through borrowings under a credit
facility, if a credit facility is available, to finance acquisitions. As a
result, NDC expects to be subject to risks associated with debt financing,
including the risk that interest rates may increase, the risk that NDC's cash
flow will be insufficient to meet required payments on its debt and the risk
that NDC may be unable to refinance or repay the debt as it comes due. In
addition, NDC competes for acquisition and expansion opportunities with
companies that have substantially greater resources.
ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW, CERTAIN CHARTER AND BY-LAW
PROVISIONS AND STOCKHOLDER RIGHTS PLAN
Certain provisions of the NDC's Certificate of Incorporation and By-laws
could delay, defer or prevent a takeover attempt that a stockholder might
consider in its best interest. These provisions may adversely affect
prevailing market prices for NDC Common Stock. These provisions, among other
things, classify NDC's Board of Directors into three classes as nearly equal
in number as the total number of directors permits, each of which serves for
different three-year terms, and authorize the Board of Directors to issue
preferred stock in one or more classes or series and to determine the price,
rights, preferences, privileges and restrictions, including voting rights, of
those shares without any action on the part of the stockholders. The rights of
the holders of NDC Common Stock will be subject to, and may be adversely
affected by, the rights of the holders of NDC Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any preferred
stock that may be issued in the future. The issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult
for a third party to acquire a majority of the outstanding voting stock of
NDC. NDC has no current plans to issue shares of preferred stock. NDC also
maintains a stockholder rights plan which entitled its stockholders upon the
happening of certain events, to purchase preferred stock of NDC. These NDC
rights may have certain anti-takeover effects because the rights will cause
substantial dilution to a person or group that attempts to acquire NDC on
terms not approved by the Board of Directors of NDC unless the offer is
conditioned on a substantial number of NDC Rights being acquired. In addition,
Section 203 of the Delaware General Corporation Law prohibits certain persons
from engaging in business combinations with NDC which may also have the effect
of delaying, deterring or preventing a change of control of NDC.
NEW PRODUCT INTRODUCTIONS
With NDC's acquisition of Source and PMSI Database, NDC plans to introduce
products and services different from those NDC has traditionally provided. The
market for these products and services is characterized by rapid technological
change, frequent new product introductions, evolving industry standards and
changing customer needs. There can be no assurance that NDC will be successful
in developing and marketing these new products and services or that Source's
current or new products and services will adequately meet the quickly changing
demands of Source's pharmaceutical company customers. In addition, in order to
meet its customers demands, Source has undertaken a number of development
projects, including efforts to update its core mainframe-based products.
Because it is generally not possible to predict the time required and costs
involved in reaching certain research, development and engineering objectives,
estimated product development schedules could require extensions. NDC believes
that the future success of the Source business will depend in large part on
its ability to maintain and enhance its current product and service offerings
and to continually develop and introduce new products and services that will
keep pace with technological advances and satisfy evolving customer
requirements. Further, there can be no assurance that NDC will not experience
difficulties that could delay or prevent the successful development,
introduction and marketing of these products and services. If NDC is unable to
develop and introduce new products and services in a timely manner, or if a
new or updated product does not achieve market acceptance. NDC's financial
condition and results of operations could be materially adversely affected.
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<PAGE>
FORWARD-LOOKING STATEMENTS
When used in this Prospectus and elsewhere by management or NDC from time to
time, the words "believes," "anticipates," "expects" and similar expressions
are intended to identify forward-looking statements concerning NDC's
operations, economic performance and financial condition, including in
particular, the likelihood of NDC's success in developing and expanding its
business. These statements are based on a number of assumptions and estimates
which are inherently subject to significant uncertainties and contingencies,
many of which are beyond the control of NDC, and reflect future business
decisions which are subject to change. A variety of factors could cause actual
results to differ materially from those anticipated in NDC's forward-looking
statements, some of which include competition in the market for NDC's
services, continued expansion of NDC's processing and payment systems markets,
successfully completing and integrating acquisitions in existing and new
markets and other risk factors that are discussed herein and from time to time
in other NDC reports and other filings with the Commission. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date they are made. NDC undertakes no obligations
to publicly release the results of any revisions to such forward-looking
statements that may be made to reflect events or circumstances after the date
hereof, or thereof, as the case may be, or to reflect the occurrence of
unanticipated events.
SELLING STOCKHOLDER
THE SELLING STOCKHOLDER
This Registration Statement and Prospectus covers the offer and sale of
shares of Common Stock of the Company (the "Shares") by Pharmaceutical
Marketing Services, Inc., a Delaware corporation (the "Selling Stockholder"),
45 Rockefeller Plaza, Suite 912, New York, New York 10111 (212) 941-0610.
Prior to this offering, the Selling Stockholder beneficially owned 1,084,950
shares of Common Stock of the Company (the "Shares"). All 1,084,950 of the
Shares are being offered hereby.
On August 20, 1997, NDC signed a definitive agreement to acquire PMSI
Database in exchange for approximately 1,084,950 shares of NDC Common Stock
and $6,500,000 in cash. PMSI Database was formed as a holding company by its
parent, the Selling Stockholder, on June 24, 1997. To date, PMSI Database has
not conducted any business but does hold the assets contributed to it by PMSI.
These assets are comprised of (i) PMSI's proportionate share of an operating
venture with Source to jointly offer a range of services generated from a
prescription database collected by Source from retail and mail-order
pharmacies in the United States and (ii) PMSI's over-the-counter physician
database business. The PMSI Database transaction is subject to the approval of
the PMSI stockholders as well as other customary closing conditions and is
expected to become effective during the fourth quarter of calendar 1997 (the
"Closing Date"). For the year ended June 30, 1997, and the quarter ended
September 30, 1997, PMSI Database had total revenues of $25.0 million and $6.2
million, respectively, and net income of $3.5 million and $0.4 million,
respectively. As of September 30, 1997, PMSI Database had total assets of
$13.5 million. In connection with the acquisition, the Company intends to
enter into a Registration Rights Agreement (the "Registration Rights
Agreement"), dated as of the Closing Date, with the Selling Stockholder
pursuant to which it agreed to file a registration statement with the
Commission to register the Shares held by the Selling Stockholder for resale
by the Selling Stockholder. The Registration Statement of which this
Prospectus is a part was filed with the Commission pursuant to the
Registration Rights Agreement.
SALE OF SHARES
The sale of the Shares by the Selling Stockholder may be effected from time
to time (i) in transactions (which may include block sales) on the New York
Stock Exchange, (ii) in negotiated transactions, or (iii) through a
combination of such methods of sale, at fixed prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Selling Stockholder may
effect such transactions by selling the Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholder and/or
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<PAGE>
the purchasers of the Shares for which such broker-dealers may act as agents
or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer may be in excess of customary compensation).
The Selling Stockholder and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(l1) of the Securities Act, and any commissions received
by them and profit on any resale of the Shares as principals might be deemed
to be underwriting discounts and commissions under the Securities Act. The
Company has agreed to indemnify the Selling Stockholder against certain
liabilities, including liabilities under the Securities Act as underwriters or
otherwise.
In recognition of the fact that the Selling Stockholder, even though
acquiring the Shares with no view towards distribution, may wish to be legally
permitted to sell all or a portion of its Shares when they deem appropriate,
the Company has filed with the Commission a Registration Statement on Form S-3
under the Securities Act with respect to the resale of the Shares from time to
time on the New York Stock Exchange or in negotiated transactions, and has
agreed to prepare and file such amendments and supplements to the Registration
Statement as may be necessary to keep the Registration Statement effective
until all the Shares offered hereby have been sold pursuant thereto or until
such Shares are no longer, by reason of Rule 144(k) under the Securities Act
or any other rule of similar affect, required to be registered for the sale
thereof by the Selling Stockholder. This Prospectus forms a part of such
Registration Statement.
The Company has agreed, among other things, to bear all expenses in
connection with the registration of the Shares being offered by the Selling
Stockholder.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock, par value $.125 per share, and 1,000,000 shares of Series A
Junior Participating Preferred Stock, par value $1.00 par share ("NDC
Preferred Stock"). The following description of the capital stock is qualified
in all respects by reference to the Certificate of Incorporation and Bylaws,
as amended, of the Company, copies of which are on file at the Company's
principal executive offices.
COMMON STOCK
The holders of NDC Common Stock, subject to such rights as may be granted to
the holders of NDC Preferred Stock, elect all directors and are entitled to
one vote per share. All shares of NDC Common Stock participate equally in
dividends when, as and if declared by the Board of Directors and share
ratably, subject to the rights and preferences of any NDC Preferred Stock, in
net assets on liquidation. The shares of NDC Common Stock outstanding are duly
authorized, validly issues, fully paid and nonassessable. The shares of NDC
Common Stock have no preference, conversion, exchange, preemptive or
cumulative voting rights.
STOCK PURCHASE RIGHTS
The description of the Preferred Stock Purchase Rights is incorporated
herein by reference to the Company's Registration Statement on Form 8-A as
filed with the Commission on January 21, 1991, as amended October 5, 1993.
PREFERRED STOCK
NDC is authorized to issue 1,000,000 shares of Preferred Stock, par value
$1.00 per share, none of which is outstanding, although 300,000 shares of
Preferred Stock have been reserved for issuance pursuant to the NDC Rights.
NDC Preferred Stock may be issued from time to time by the Board of Directors
of NDC, without stockholder approval, in such series and with such voting
powers, full or limited, and such designations,
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<PAGE>
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions as may be fixed by the Board of
Directors. The issuance of NDC Preferred Stock by the Board of Directors could
adversely affect the rights of holders of shares of NDC Common Stock since NDC
Preferred Stock may be issued having preference over the NDC Common Stock with
respect to dividends and liquidation, and having voting rights, contingent or
otherwise, that could dilute the voting rights, net income per share and net
book value of the NDC Common Stock. In addition, while the Board of Directors
has no current intention of doing so, the ability of the Board of Directors to
issue shares of NDC Preferred Stock and to set the voting powers and such
designations, preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions thereof without
further stockholder action could help to perpetuate incumbent management of
NDC or prevent a business combination involving NDC that is favored by NDC's
stockholders. As of the date of this Prospectus, other than in connection with
the NDC Rights, the Board of Directors has not authorized the issuance of any
shares of NDC Preferred Stock, and NDC has no agreements, arrangements or
understanding with respect to the issuance of any shares of NDC Preferred
Stock.
DIRECTORS AND CLASSES OF DIRECTORS
The Board of Directors of NDC is divided into three classes as nearly equal
in number as the total number of directors permits. Directors are elected to
each class at successive annual meetings to serve three-year terms. Any newly
created or eliminated directorships resulting from an increase or decrease in
the number of authorized directors are divided equally among the three classes
so as to maintain such classes as nearly equal as possible. Any director or
the entire Board of Directors of NDC may be removed from office only upon the
affirmative vote of at least 80% of the holders of all classes of NDC stock,
voting as a single class.
The above-mentioned provisions (the "NDC Board Provisions") with regard to
the Board of Directors of NDC may have certain anti-takeover effects by
preventing or delaying a change in the membership of the Board of Directors of
NDC. The NDC Board Provisions are intended to encourage persons who may seek
to acquire control of NDC to initiate such an acquisition through negotiations
with the Board of Directors of NDC. However, the effect of the NDC Board
Provisions may be to discourage a third party from making a partial tender
offer or otherwise attempting to obtain a substantial position in the equity
securities of, or seeking to obtain control of, NDC. To the extent any
potential acquirers are deterred by the NDC Board Provisions, the NDC Board
Provisions may have the effect of preserving incumbent management in office.
EXPERTS
The consolidated financial statements of NDC at May 31, 1996 and 1997, and
for each of the years in the three-year period ended May 31, 1997,
incorporated by reference from NDC's Annual Report on Form 10-K for the fiscal
year ended May 31, 1997, have been audited by Arthur Andersen LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference in reliance upon such reports given on the
authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The legality of the shares of NDC Common Stock being offered hereby is being
passed upon for NDC by Alston & Bird LLP, Atlanta, Georgia. Neil Williams, a
partner of Alston & Bird LLP, is a director and stockholder of NDC.
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCK-
HOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITA-
TION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER
TO SELL OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE.................................................... 2
THE COMPANY................................................................ 3
RECENT DEVELOPMENTS........................................................ 3
RISK FACTORS............................................................... 3
SELLING STOCKHOLDER........................................................ 6
SALE OF SHARES............................................................. 6
DESCRIPTION OF CAPITAL STOCK............................................... 7
LEGAL MATTERS.............................................................. 8
EXPERTS.................................................................... 8
</TABLE>
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1,084,950 SHARES
NATIONAL DATA CORPORATION
COMMON STOCK
-----------------
PROSPECTUS
DECEMBER [ ], 1997
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<S> <C>
Registration fee to Securities and Exchange Commission $11,092
Accounting fees and expenses
Legal fees and expenses 5,000
Miscellaneous expenses 3,908
Total $20,000
</TABLE>
The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated.
The Company has agreed to bear all expenses in connection with the
registration of the Shares being offered by the Selling Stockholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Bylaws provide for indemnification of directors and
officers of the Registrant to the full extent permitted by Delaware law.
Section 145 of the General Corporation Law of the State of Delaware provides
generally that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at its request in
such capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
In addition, pursuant to the authority of Delaware law, the Certificate of
Incorporation of the Registrant also eliminates the monetary liability of
directors to the fullest extent permitted by Delaware law. Although the
Certificate of Incorporation of the Registrant does not specifically address
indemnification of directors for liabilities arising under federal securities
laws, indemnification and any limitations on indemnification for such
liabilities would be determined based upon the authority of Delaware law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed 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.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits (See exhibit index immediately preceding the exhibits for the
page number where each exhibit can be found)
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
2.1* Stock Purchase Agreement, dated as of August 20, 1997, by and among
NDC, PMSI and PMSI Database) Pursuant to the regulations (the
"Regulations") under the Securities Act of 1933, as amended, the
Registrant has omitted all schedules and similar attachments to the
Stock Purchase Agreement. The Registrant agrees to furnish upon the
request of the Commission and in accordance with the Regulations,
copies of all such schedules and similar attachments.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
3.1 Certificate of Incorporation, as amended (included as Exhibit 4(a) to
the Registrant's Registration Statement on Form S-8 (Registration No.
333-05427), previously filed with the Commission and incorporated by
reference herein)
3.2 Certificate of Amendment to Certificate of Incorporation of the
Registrant, dated October 28, 1996 (filed as Exhibit 3.1 to the
Registrant's Current Report on Form 8-K dated October 29, 1996, file
No. 001-12392, and incorporated herein by reference).
3.3 Amended Certificate of Designations of the Registrant, dated October
28, 1996 (filed as Exhibit 3.2 to the Registrant's Current Report on
Form 8-K dated October 29, 1996, file No. 001-12392, and incorporated
herein by reference).
3.4 Bylaws, as amended (included as Exhibit 3(ii) to the Registrant's
Form 10-K for the fiscal year ended May 31, 1991, previously filed
with the Commission and incorporated by reference herein)
3.5 Amendment to Bylaws (included as Exhibit 3(iii) to the Registrant's
Form 10-K for the fiscal year ended May 31, 1996, previously filed
with the Commission and incorporated by reference herein)
4.1 See Exhibits 3.1 through 3.5 for provisions of the Certificate of
Incorporation and Bylaws of the Registrant defining rights of holders
of Common Stock of the Registrant
4.2 Rights Agreement (included as Exhibit 1 to the Registrant's Form 8-A
filed with the Commission on January 22, 1991, as amended on October
5, 1993 (file No. 001-12392) and incorporated by reference herein)
5.1* Opinion of Alston & Bird LLP
11.1 Statement regarding computation of per share earnings (included as
Exhibit 11 to the Registrant's Form 10-Q for the fiscal quarter ended
August 31, 1997, previously filed with the Commission and
incorporated by reference herein)
21.1 Subsidiaries of the Registrant (included as Exhibit 21 to the
Registrant's Form 10-K for the fiscal year ended May 31, 1997,
previously filed with the Commission and incorporated by reference
herein)
23.1* Consent of Alston & Bird LLP (included in Exhibit 5.1 hereto)
23.2* Consent of Arthur Andersen LLP
24.1* Powers of Attorney (included on signature page hereof)
</TABLE>
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* Previously filed.
(b) Financial Statement Schedules
Schedules are omitted because they are not required or are not applicable,
or the required information is shown in the financial statements or notes
thereto.
ITEM 17. UNDERTAKINGS
"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
II-2
<PAGE>
percent change in the maximum 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 to such information in the registration statement;"
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 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 Registrant 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities 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.
(c) 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 Registrant's Certificate of Incorporation or
Bylaws, 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 Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment for 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on
December 5, 1997.
NATIONAL DATA CORPORATION
/s/ Robert A. Yellowlees
By:__________________________________
Robert A. Yellowlees
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement has been signed by the following persons in
the capacities indicated on December 5, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ Robert A. Yellowlees Chairman of the Board and Chief
____________________________________ Executive Officer (principal
Robert A. Yellowlees executive officer)
/s/ M.P. Stevenson Chief Financial Officer (principal
____________________________________ financial and accounting officer)
M.P. Stevenson
/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
</TABLE>
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* Signed by E. Michael Ingram as attorney-in-fact for such person.
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<C> <S> <C>
2.1* Stock Purchase Agreement, dated as of August 20, 1997, by and
among NDC, PMSI and PMSI Database). Pursuant to the regulations
(the "Regulations") under the Securities Act of 1933, as
amended, the Registrant has omitted all schedules and similar
attachments to the Stock Purchase Agreement. The Registrant
agrees to furnish upon the request of the Commission and in
accordance with the Regulations, copies of all such schedules
and similar attachments.
3.1 Certificate of Incorporation, as amended (included as Exhibit
4(a) to the Registrant's Registration Statement on Form S-8
(Registration No. 333-05427), previously filed with the
Commission and incorporated by reference herein)
3.2 Certificate of Amendment to Certificate of Incorporation of the
Registrant, dated October 28, 1996 (filed as Exhibit 3.1 to the
Registrant's Current Report on Form 8-K dated October 29, 1996,
file No. 001-12392, and incorporated herein by reference)
3.3 Amended Certificate of Designations of the Registrant, dated
October 28, 1996 (filed as Exhibit 3.2 to the Registrant's
Current Report on Form 8-K dated October 29, 1996, file No. 001-
12392, and incorporated herein by reference)
3.4 Bylaws, as amended (included as Exhibit 3(ii) to the
Registrant's Form 10-K for the fiscal year ended May 31, 1991,
previously filed with the Commission and incorporated by
reference herein)
3.5 Amendment to Bylaws (included as Exhibit 3(iii) to the
Registrant's Form 10-K for the fiscal year ended May 31, 1996,
previously filed with the Commission and incorporated by
reference herein)
4.1 See Exhibits 3.1 through 3.5 for provisions of the Certificate
of Incorporation and Bylaws of the Registrant defining rights of
holders of Common Stock of the Registrant
4.2 Rights Agreement (included as Exhibit 1 to the Registrant's Form
8-A filed with the Commission on January 22, 1991, as amended on
October 5, 1993 (file No. 001-12392) and incorporated by
reference herein)
5.1* Opinion of Alston & Bird LLP
11.1 Statement regarding computation of per share earnings (included
as Exhibit 11 to the Registrant's Form 10-Q for the fiscal
quarter ended August 31, 1997, previously filed with the
Commission and incorporated by reference herein)
21.1 Subsidiaries of the Registrant (included as Exhibit 21 to the
Registrant's Form 10-K for the fiscal year ended May 31, 1997,
previously filed with the Commission and incorporated by
reference herein)
23.1* Consent of Alston & Bird LLP (included in Exhibit 5.1 hereto)
23.2* Consent of Arthur Andersen LLP
24.1* Powers of Attorney (included on signature page hereof)
</TABLE>
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* Previously filed.
