<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATIONAL DATA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7389 58-0977458
(PRIMARY STANDARD (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL IDENTIFICATION NO.)
JURISDICTION OF CLASSIFICATION CODE
INCORPORATION) 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)
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COPIES TO:
JOEL J. HUGHEY DAVID S. GELLER SCOTT F. SMITH
MARK F. MCELREATH PHYSICIAN SUPPORT SYSTEMS, INC. KELLY VANCE
ALSTON & BIRD LLP ROUTE 230 AND EBY-CHIQUES ROAD HOWARD, DARBY & LEVIN
ONE ATLANTIC CENTER MT. JOY, PENNSYLVANIA 17552 1330 AVENUE OF THE
1201 WEST PEACHTREE (717) 653-5340 AMERICAS
STREET NEW YORK, NEW YORK
ATLANTA, GEORGIA 30309- 10019
3424 (212) 841-1000
(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. [_]
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. [X] 333-40153
CALCULATION OF REGISTRATION FEE
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<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)
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<S> <C> <C> <C> <C>
Common Stock (including
rights to purchase
shares of Common Stock
or Series A Junior
Participating
Preferred Stock)..... 4,572,159 shares Not Applicable Not Applicable $48,374
</TABLE>
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(1) Represents the estimated 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 Physician Support Systems, Inc. ("PSS"), assuming
exercise of all rights to purchase common stock, par value $.001 per
share, of PSS ("PSS Common Stock").
(2) Pursuant to Rules 457(c) and 457(f)(1), the registration fee was computed
on the basis of $15.1875 (the average of the high and low prices of PSS
Common Stock as reported on the Nasdaq National Market on November 10,
1997) multiplied by 10,510,708 (the maximum aggregate number of shares of
PSS Common Stock, including 776,998 shares subject to issuance pursuant to
outstanding stock options, to be converted and cancelled in the Merger)
and divided by 3300.
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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 SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROXY STATEMENT/PROSPECTUS
ITEM 20. 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.
II-1
<PAGE>
ITEM 21. 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* Agreement and Plan of Merger, dated as of October 14, 1997, by and
among NDC, PSS, and Sub (included in Annex A to the Proxy
Statement/Prospectus and incorporated by reference herein). Pursuant
to the regulations under the Securities Act of 1933, as amended (the
"Regulations"), the Registrant has omitted all schedules and similar
attachments to the Merger 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
8.1* Tax Opinion of Alston & Bird LLP
8.2* Tax Opinion of Howard, Darby & Levin
11.1 Statement regarding computation of per share earnings (included as
Exhibit 11 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)
21 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 Exhibits 5.1 and 8.1 hereto)
23.2* Consent of Howard, Darby & Levin (included in Exhibit 8.2 hereto)
23.3* Consent of Arthur Andersen LLP
23.4* Consent of Deloitte & Touche LLP
23.5 Consent of Donaldson, Lufkin & Jenrette Securities Corporation
24.1* Powers of Attorney (included on signature page hereof)
99.1* Form of Proxy for PSS Common Stock
</TABLE>
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* Previously filed.
II-2
<PAGE>
(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 22. 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 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 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 the 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.
(4) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use
of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(5) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes 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.
II-3
<PAGE>
(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, therefor,
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.
(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Proxy
Statement/Prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the registration statement through the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 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 4, 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 Post-
Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on December 4, 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
- --------
* Signed on behalf of such person by E. Michael Ingram as attorney-in-fact.
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------- DESCRIPTION OF EXHIBITS
<C> <S>
2.1* Agreement and Plan of Merger, dated as of October 14, 1997, by and among
NDC, PSS, and Sub (included in Annex A to the Proxy Statement/Prospectus
and incorporated by reference herein). Pursuant to the regulations under
the Securities Act of 1933, as amended (the "Regulations"), the
Registrant has omitted all schedules and similar attachments to the
Merger 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 (included in Annex A to the Proxy
Statement/ Prospectus and incorporated by reference herein).
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
8.1* Tax Opinion of Alston & Bird LLP
8.2* Tax Opinion of Howard, Darby & Levin
11.1 Statement regarding computation of per share earnings (included as
Exhibit 11 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)
21 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 Exhibits 5.1 and 8.1 hereto)
23.2* Consent of Howard, Darby & Levin (included in Exhibit 8.2 hereto)
23.3* Consent of Arthur Andersen LLP
23.4* Consent of Deloitte & Touche LLP
23.5 Consent of Donaldson, Lufkin & Jenrette Securities Corporation
24.1* Powers of Attorney (included on signature page hereof)
99.1* Form of Proxy for PSS Common Stock
</TABLE>
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* Previously filed.
<PAGE>
[LETTERHEAD OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION]
EXHIBIT 23.5
CONSENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
We hereby consent to (i) the inclusion of our opinion letter, dated
October 14, 1997, to the Board of Directors of Physician Support Systems, Inc.
(the "Company") as Annex C to the Proxy Statement/Prospectus of the Company and
National Data Corporation ("NDC") relating to the merger between the Company
and Universal Acquisition Corp., a wholly owned subsidiary of NDC and (ii) all
references to DLJ in the sections captioned "Summary - The Merger", "The Merger
- - Background of the Merger" and "The Merger - Opinion of Financial Advisor" of
the Proxy Statement/Prospectus of the Company and NDC which forms a part of this
Registration Statement on Form S-4. In giving such consent, we do not admit that
we come within the category of persons whose consent is required under, and we
do not admit that we are "experts" for purposes of, the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.
/S/ DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
- --------------------------------
New York, New York
December 3, 1997
