<PAGE>
As filed with the Securities and Exchange Commission on January 23, 1998
Registration No.333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________
NATIONAL DATA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 58-0977458
(State of incorporation) (IRS Employer Identification No.)
NATIONAL DATA PLAZA
ATLANTA, GEORGIA 30329-2010
(Address of Principal Executive Offices) (Zip Code)
NATIONAL DATA CORPORATION
SYNERGISTIC SYSTEMS, INC. 1996 STOCK OPTION PLAN
PHYSICIAN SUPPORT SYSTEMS, INC. 1996 STOCK OPTION PLAN
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, telephone number, including area code, of
agent for service)
_____________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED (1) SHARE (2) PRICE FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.125 PAR VALUE 217.50 $18.391 $ 4,000.00
- --------------------------------------------------------------------------------------------------------------------
" 1,740.00 $50.000 $ 87,000.00
- --------------------------------------------------------------------------------------------------------------------
217.50 $36.494 $ 7,937.50
- --------------------------------------------------------------------------------------------------------------------
4,132.50 $50.000 $206,625.00
- --------------------------------------------------------------------------------------------------------------------
652.50 $36.494 $ 23,812.50
- --------------------------------------------------------------------------------------------------------------------
326.25 $18.391 $ 6,000.00
- --------------------------------------------------------------------------------------------------------------------
435.00 $47.701 $ 20,750.00
- --------------------------------------------------------------------------------------------------------------------
2,175.00 $35.201 $ 76,562.50
- --------------------------------------------------------------------------------------------------------------------
870.00 $18.391 $ 16,000.00
- --------------------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED (1) SHARE (2) PRICE FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
870.00 $18.391 $ 16,000.00
- ---------------------------------------------------------------------------------------------------------
870.00 $43.966 $ 38,250.00
- ---------------------------------------------------------------------------------------------------------
870.00 $43.966 $ 38,250.00
- ---------------------------------------------------------------------------------------------------------
1,087.50 $50.000 $ 54,375.00
- ---------------------------------------------------------------------------------------------------------
3,117.21 $43.966 $ 137,049.75
- ---------------------------------------------------------------------------------------------------------
10,875.00 $18.391 $ 200,000.00
- ---------------------------------------------------------------------------------------------------------
3,117.21 $35.632 $ 111,073.00
- ---------------------------------------------------------------------------------------------------------
4,132.50 $50.000 $ 206,625.00
- ---------------------------------------------------------------------------------------------------------
435.00 $36.494 $ 15,875.00
- ---------------------------------------------------------------------------------------------------------
108.75 $18.391 $ 2,000.00
- ---------------------------------------------------------------------------------------------------------
3,697.50 $50.000 $ 184,875.00
- ---------------------------------------------------------------------------------------------------------
5,437.50 $50.000 $ 271,875.00
- ---------------------------------------------------------------------------------------------------------
4,132.50 $50.000 $ 206,625.00
- ---------------------------------------------------------------------------------------------------------
435.00 $27.586 $ 12,000.00
- ---------------------------------------------------------------------------------------------------------
783.00 $18.391 $ 14,400.00
- ---------------------------------------------------------------------------------------------------------
1,827.00 $35.920 $ 65,625.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $27.586 $ 36,000.00
- ---------------------------------------------------------------------------------------------------------
43,500.00 $23.276 $1,012,500.00
- ---------------------------------------------------------------------------------------------------------
326.25 $36.494 $ 11,906.25
- ---------------------------------------------------------------------------------------------------------
3,697.50 $27.586 $ 102,000.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $18.391 $ 24,000.00
- ---------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
2,871.00 $48.563 $ 139,425.00
- ---------------------------------------------------------------------------------------------------------
10,875.00 $34.483 $ 375,000.00
- ---------------------------------------------------------------------------------------------------------
10,875.00 $48.563 $ 528,125.00
- ---------------------------------------------------------------------------------------------------------
6,525.00 $38.218 $ 249,375.00
- ---------------------------------------------------------------------------------------------------------
3,117.21 $43.966 $ 137,049.75
- ---------------------------------------------------------------------------------------------------------
10,875.00 $18.391 $ 200,000.00
- ---------------------------------------------------------------------------------------------------------
108.75 $36.494 $ 3,968.75
- ---------------------------------------------------------------------------------------------------------
2,175.00 $18.391 $ 40,000.00
- ---------------------------------------------------------------------------------------------------------
2,899.71 $43.966 $ 127,487.25
- ---------------------------------------------------------------------------------------------------------
435.00 $27.586 $ 12,000.00
- ---------------------------------------------------------------------------------------------------------
8,091.00 $48.563 $ 392,925.00
- ---------------------------------------------------------------------------------------------------------
6,307.50 $50.000 $ 315,375.00
- ---------------------------------------------------------------------------------------------------------
435.00 $18.391 $ 8,000.00
- ---------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $27.586 $ 36,000.00
- ---------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
652.50 $36.494 $ 23,812.50
- ---------------------------------------------------------------------------------------------------------
326.25 $18.391 $ 6,000.00
- ---------------------------------------------------------------------------------------------------------
4,132.50 $50.000 $ 206,625.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $18.391 $ 24,000.00
- ---------------------------------------------------------------------------------------------------------
3,045.00 $27.586 $ 84,000.00
- ---------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
3,045.00 $27.586 $ 84,000.00
- ---------------------------------------------------------------------------------------------------------
435.00 $36.494 $ 15,875.00
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED (1) SHARE (2) PRICE FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4,785.00 $43.966 $210,375.00
- ---------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
1,631.25 $18.391 $ 30,000.00
- ---------------------------------------------------------------------------------------------------------
1,827.00 $35.920 $ 65,625.00
- ---------------------------------------------------------------------------------------------------------
3,262.50 $50.000 $163,125.00
- ---------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
543.75 $18.391 $ 10,000.00
- ---------------------------------------------------------------------------------------------------------
543.75 $35.920 $ 19,531.25
- ---------------------------------------------------------------------------------------------------------
543.75 $18.391 $ 10,000.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $48.276 $ 63,000.00
- ---------------------------------------------------------------------------------------------------------
4,350.00 $50.000 $217,500.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $27.586 $ 36,000.00
- ---------------------------------------------------------------------------------------------------------
1,044.00 $48.563 $ 50,700.00
- ---------------------------------------------------------------------------------------------------------
1,087.50 $50.000 $ 54,375.00
- ---------------------------------------------------------------------------------------------------------
6.53 $18.391 $ 120.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $27.586 $ 36,000.00
- ---------------------------------------------------------------------------------------------------------
543.75 $18.391 $ 10,000.00
- ---------------------------------------------------------------------------------------------------------
435.00 $18.391 $ 8,000.00
- ---------------------------------------------------------------------------------------------------------
652.50 $18.391 $ 12,000.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $27.586 $ 36,000.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $48.563 $ 63,375.00
- ---------------------------------------------------------------------------------------------------------
1,087.50 $18.391 $ 20,000.00
- ---------------------------------------------------------------------------------------------------------
652.50 $36.494 $ 23,812.50
- ---------------------------------------------------------------------------------------------------------
326.25 $18.391 $ 6,000.00
- ---------------------------------------------------------------------------------------------------------
217.50 $35.920 $ 7,812.50
- ---------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
652.50 $18.391 $ 12,000.00
- ---------------------------------------------------------------------------------------------------------
3,697.50 $27.586 $102,000.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $18.391 $ 24,000.00
- ---------------------------------------------------------------------------------------------------------
870.00 $43.966 $ 38,250.00
- ---------------------------------------------------------------------------------------------------------
435.00 $18.391 $ 8,000.00
- ---------------------------------------------------------------------------------------------------------
217.50 $36.494 $ 7,937.50
- ---------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
2,175.00 $43.966 $ 95,625.00
- ---------------------------------------------------------------------------------------------------------
4,350.00 $20.402 $ 88,750.00
- ---------------------------------------------------------------------------------------------------------
2,175.00 $50.000 $108,750.00
- ---------------------------------------------------------------------------------------------------------
1,044.00 $48.563 $ 50,700.00
- ---------------------------------------------------------------------------------------------------------
3,045.00 $27.586 $ 84,000.00
- ---------------------------------------------------------------------------------------------------------
1,087.50 $18.391 $ 20,000.00
- ---------------------------------------------------------------------------------------------------------
3,262.50 $50.000 $163,125.00
- ---------------------------------------------------------------------------------------------------------
630.75 $18.391 $ 11,600.00
- ---------------------------------------------------------------------------------------------------------
326.25 $35.920 $ 11,718.75
- ---------------------------------------------------------------------------------------------------------
217.50 $36.494 $ 7,937.50
- ---------------------------------------------------------------------------------------------------------
1,305.00 $18.391 $ 24,000.00
- ---------------------------------------------------------------------------------------------------------
217.50 $36.494 $ 7,937.50
- ---------------------------------------------------------------------------------------------------------
108.75 $18.391 $ 2,000.00
- ---------------------------------------------------------------------------------------------------------
2,175.00 $27.586 $ 60,000.00
- ---------------------------------------------------------------------------------------------------------
652.50 $18.391 $ 12,000.00
- ---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED (1) SHARE (2) PRICE FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
435.00 $18.391 $ 8,000.00
- ---------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
4,350.00 $35.632 $ 155,000.00
- ---------------------------------------------------------------------------------------------------------
2,175.00 $38.218 $ 83,125.00
- ---------------------------------------------------------------------------------------------------------
2,827.50 $27.586 $ 78,000.00
- ---------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
3,045.00 $27.586 $ 84,000.00
- ---------------------------------------------------------------------------------------------------------
1,631.25 $18.391 $ 30,000.00
- ---------------------------------------------------------------------------------------------------------
1,783.50 $35.920 $ 64,062.50
- ---------------------------------------------------------------------------------------------------------
435.00 $18.391 $ 8,000.00
- ---------------------------------------------------------------------------------------------------------
1,087.50 $43.966 $ 47,812.50
- ---------------------------------------------------------------------------------------------------------
217.50 $18.391 $ 4,000.00
- ---------------------------------------------------------------------------------------------------------
2,175.00 $50.000 $ 108,750.00
- ---------------------------------------------------------------------------------------------------------
6,525.00 $50.000 $ 326,250.00
- ---------------------------------------------------------------------------------------------------------
870.00 $18.391 $ 16,000.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $18.391 $ 24,000.00
- ---------------------------------------------------------------------------------------------------------
3,915.00 $43.966 $ 172,125.00
- ---------------------------------------------------------------------------------------------------------
3,045.00 $43.966 $ 133,875.00
- ---------------------------------------------------------------------------------------------------------
20,553.75 $35.862 $ 737,100.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $43.966 $ 57,375.00
- ---------------------------------------------------------------------------------------------------------
870.00 $43.966 $ 38,250.00
- ---------------------------------------------------------------------------------------------------------
217.50 $43.966 $ 9,562.50
- ---------------------------------------------------------------------------------------------------------
435.00 $43.966 $ 19,125.00
- ---------------------------------------------------------------------------------------------------------
435.00 $43.966 $ 19,125.00
- ---------------------------------------------------------------------------------------------------------
217.50 $43.966 $ 9,562.50
- ---------------------------------------------------------------------------------------------------------
1,305.00 $43.966 $ 57,375.00
- ---------------------------------------------------------------------------------------------------------
217.50 $43.966 $ 9,562.50
- ---------------------------------------------------------------------------------------------------------
1,740.00 $43.966 $ 76,500.00
- ---------------------------------------------------------------------------------------------------------
1,740.00 $43.966 $ 76,500.00
- ---------------------------------------------------------------------------------------------------------
1,305.00 $43.966 $ 57,375.00
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
TOTAL 311,537 $10,875,129.75 $3,245.00
- ---------------------------------------------------------------------------------------------------------
</TABLE>
______________________________
(1) This Registration Statement also covers any additional shares that may
hereafter become exercisable as a result of the adjustment and anti-dilution
provisions of the Synergistic Systems, Inc. 1996 Stock Option Plan (the
"Synergistic Plan") and the Physician Support Systems, Inc. 1996 Stock
Option Plan (the "PSS Plan").
(2) Determined in accordance with Rule 457(h), the registration fee is based on
the option price per share for shares presently subject to options.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by National Data Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
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 Reports on Form 10-Q for the fiscal quarters
ended August 31, 1997, as amended, and November 30, 1997;
(3) the Company's Current Reports on Form 8-K filed December 22, 1997,
December 30, 1997 and January 5, 1998;
(4) 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; and
(5) 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.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the issuance of the securities being registered has been
passed upon for the Company by the law firm of Alston & Bird LLP, counsel for
the Company. Neil Williams, a partner of Alston & Bird LLP, is a director of
the Company.
ITEM 6. 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.
<PAGE>
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 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.*
4(a) Synergistic Systems, Inc. 1996 Stock Option Plan.
4(b) Physician Support Systems, Inc. 1996 Stock Option Plan.
5 Opinion of Alston & Bird LLP regarding the legality of the securities
being registered.
23(a) Consent of Alston & Bird LLP (included in Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
- -------------------------
* Exhibits are numbered in accordance with Item 601 of Regulation S-K.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change in such information in the registration statement.
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) above do
-------- -------
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned issuer hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to Item 6 of this Part II, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 23rd day of
January, 1998.
NATIONAL DATA CORPORATION
By: /s/ Robert A. Yellowlees
--------------------------------------------
Robert A. Yellowlees
Chairman of the Board and Chief Executive Officer
(principal executive officer)
By: /s/ Robert L. Walker
--------------------------------------------
Robert L. Walker
Chief Financial Officer
(principal financial and accounting officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
---------- ----- ------
<S> <C> <C>
/s/ Robert A. Yellowlees Chairman of the Board and Chief Executive January 23, 1998
- ----------------------------------- Officer
Robert A. Yellowlees
/s/ Edward L. Barlow Director January 23, 1998
- -----------------------------------
Edward L. Barlow
/s/ J. Veronica Biggins Director January 23, 1998
- -----------------------------------
J. Veronica Biggins
/s/ James B. Edwards Director January 23, 1998
- -----------------------------------
James B. Edwards
/s/ Don W. Sands Director January 23, 1998
- -----------------------------------
Don W. Sands
/s/ Neil Williams Director January 23, 1998
- -----------------------------------
Neil Williams
</TABLE>
II-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
NATIONAL DATA CORPORATION
NATIONAL DATA PLAZA
ATLANTA, GEORGIA 30329-2010
(404)728-2000
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER* DESCRIPTION
- --------------- -----------
4(a) Synergistic Systems, Inc. 1996 Stock Option Plan.
4(b) Physician Support Systems, Inc. 1996 Stock Option Plan.
5 Opinion of Alston & Bird LLP regarding the legality of the
securities being registered.
23(a) Consent of Alston & Bird LLP (included in Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
- ------------
*Exhibits are numbered in accordance with Item 601 of Regulation S-K.
<PAGE>
EXHIBIT 4(A)
------------
SYNERGISTIC SYSTEMS, INC. 1996 STOCK OPTION PLAN
<PAGE>
SYNERGISTIC SYSTEMS, INC.
STOCK OPTION PLAN
1. Purpose; Types of Awards; Construction.
The purpose of the Stock Option Plan (the "Plan") of Synergistic
Systems, Inc., a [Delaware] corporation (the "Company"), is to attract and
retain employees (including officers) of the Company and to furnish additional
incentives to such persons by encouraging them to acquire a proprietary interest
in the Company's parent corporation. Pursuant to Section 6 of the Plan, there
may be granted Options, including "incentive stock options" and "nonqualified
stock options".
2. Definitions.
For purposes of the Plan, the following terms shall be defined as
set forth below:
(a) "Administrator" means the Board.
(b) "Beneficiary" means the person, persons, trust or trusts which
have been designated by an Optionee in his or her most recent written
beneficiary designation filed with the Company to receive the benefits specified
under the Plan upon his or her death, or, if there is no designated Beneficiary
or surviving designated Beneficiary, then the person, persons, trust or trusts
entitled by will or the applicable laws of descent and distribution to receive
such benefits.
(c) "Board" means the Board of Directors of the Company.
(d) "Change in Control" means a change in control of the Company
which will be deemed to have occurred if:
(i) any "Person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than an Exempt Person), is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's
then outstanding voting securities;
(ii) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board, and any new
director (other than a director designated by a person who has entered
into an agreement with the Company to effect a transaction described
in clause (i), (iii), or (iv) of this Section 2(d)) whose election by
the Board or nomination for election by the Company's stockholders was
approved by a vote of at least a majority of the directors then still
in office who either
<PAGE>
were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any
reason to constitute at least a majority thereof;
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than
(A) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving or parent entity)
50% or more of the combined voting power of the voting securities of
the Company or such surviving or parent entity outstanding immediately
after such merger or consolidation or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar
transaction) in which no "person" (as hereinbefore defined), other
than an Exempt Person, acquired 50% or more of the combined voting
power of the Company's then outstanding securities; or
(iv) the stockholders of the Company approve of a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets (or any transaction having a similar effect).
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(f) "Company" means Synergistic Systems, Inc., a corporation organized
under the laws of the State of (Delaware], or any successor corporation.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.
(h) "Exempt Person" means (1) the Company, (2) Parent, (3) any trustee
or other fiduciary holding securities under an employee benefit plan of the
Company, (4) any corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of
Stock, or (5) any person or group of persons who, immediately prior to the
adoption of this Plan, owned more than 50% of the combined voting power of the
Company's or the Parent's then outstanding voting securities.
(i) "Fair Market Value" means, with respect to Stock or other
property, the fair market value of such Stock or other property determined by
such methods or procedures as shall be established from time to time by the
Administrator. Notwithstanding the foregoing, the per share Fair Market Value
of Stock as of a particular date shall mean (i) if the shares of Stock are then
listed on a national securities exchange,
<PAGE>
the closing sales price per share of Stock on the national securities exchange
on which the stock is principally traded, for the last preceding date on which
there was a sale of such Stock on such exchange, or (ii) if the shares of Stock
are then traded on the National Market System of the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the reported per share
closing price of the Stock on the day prior to such date or, if there was no
such price reported for such date, on the next preceding date for which such a
price was reported, or (iii) if the shares of Stock are then traded in an over-
the-counter market other than on the NASDAQ National Market System, the average
of the closing bid and asked prices for the shares of Stock in such over-the-
counter market for the last preceding date on which there was a sale of such
Stock in such market, or (iv) if the shares of Stock are not then listed on a
national securities exchange or traded in an over-the-counter market, such value
as the Administrator, in its sole discretion, shall determine in good faith.
(j) "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.
(k) "NQSO" means any Option not designated as an ISO.
(l) "Option" means a right, granted to an Optionee under Section 6(b)
of the Plan, to purchase shares of Stock. An Option may be either an ISO or an
NQSO, provided that ISOs may be granted only to employees of the Company.
(m) "Optionee" means a person who, as an employee of the Company has
been granted an Option.
(n) "Parent" means Physician Support Systems, a corporation organized
under the laws of the State of Delaware, or any successor corporation.
(o) "Plan" means this Synergistic Systems, Inc. Stock Option Plan,
as amended from time to time.
(p) "Stock" means the common stock, par value $.001 per share, of
the Parent.
(q) "Stock Option Agreement" means any written agreement, contract, or
other instrument or document evidencing an option.
3. Administration.
The Plan shall be administered by the Administrator. The
Administrator shall have the authority in its discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan and
to exercise all the powers and authorities either specifically granted to it
under the Plan or necessary or advisable in the administration of the Plan,
including, without limitation, the authority to grant Options; to determine the
<PAGE>
persons to whom and the time or times at which Options shall be granted; to
determine the type and number of Options to be granted, the number of shares of
Stock to which Options may relate and the terms, conditions, restrictions and
performance criteria relating to any Options; to determine whether, to what
extent, and under what circumstances Options may be settled, canceled,
forfeited, exchanged, or surrendered; to make adjustments in the terms and
conditions of, and the criteria and performance objectives included in, Options
in recognition of unusual or non-recurring events affecting the Company or the
financial statements of the Company, or in response to changes in applicable
laws, regulations, or accounting principles; to construe and interpret the Plan
and any Options; to prescribe, amend and rescind rules and regulations relating
to the Plan; to determine the terms and provisions of the Stock option
Agreements (which need not be identical for each Optionee); and to make all
other determinations deemed necessary or advisable for the administration of the
Plan.
The Administrator may appoint a chairperson and a secretary and may
make such rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings. All determinations of the
Administrator shall be made by a majority of its members either present in
person or participating by conference telephone at a meeting or by written
consent. The Administrator may delegate to one or more of its members or to one
or more agents such administrative duties as it may deem advisable, and the
Administrator or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any responsibility
the Administrator or such person may have under the Plan. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all persons, including the Company and Optionee (or any person
claiming any rights under the Plan from or through any Optionee) and any
stockholder.
No member of the Board shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Option granted
hereunder.
4. Eligibility.
Options may be granted to employees (including officers) of the
Company in the discretion of the Administrator. In determining the person to
whom Options shall be granted and the type of Options granted (including the
number of shares to be covered by such Options), the Administrator shall take
into account such factors as the Administrator shall deem relevant in connection
with accomplishing the purposes of the Plan.
5. Stock Subject to the Plan.
The maximum number of shares of Stock reserved for the grant of
Options under the Plan shall be 90,000 shares of Stock, subject to adjustment as
provided herein. Such shares may, in whole or in part, be authorized but
unissued shares or shares that shall have been or may be acquired by the Company
in the open market, in private transactions or otherwise. The number of shares
of Stock available for issuance under the Plan shall be
<PAGE>
reduced by the number of shares of Stock subject to outstanding Options. If any
shares subject to an Option are forfeited, canceled, exchanged or surrendered or
if an Option otherwise terminates or expires without a distribution of shares to
the Optionee, the shares of Stock with respect to such Option shall, to the
extent of any such forfeiture, cancellation, exchange, surrender, termination or
expiration, again be available for Options under the Plan.
In the event that the Administrator shall determine that any dividend
or other distribution (whether in the form of cash, Stock, or other property),
recapitalization, stock split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of an Optionee under the Plan, then the Administrator shall make such
equitable changes or adjustments as it deems necessary or appropriate to any or
all of (i) the number and kind of shares of Stock which may thereafter be issued
in connection with Options, (ii) the number and kind of shares of Stock issued
or issuable in respect of outstanding Options, and (iii) the exercise price,
grant price, or purchase price relating to any Option; provided that, with
respect to ISOs, such adjustment shall be made in accordance with Section 424(h)
of the Code.
6. Specific Terms of Options.
(a) General. The term of each Option shall be for such period as may
-------
be determined by the Administrator. The Administrator may make rules relating
to Options, and may impose on any Option or the exercise thereof, at the date of
grant or thereafter, such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Administrator shall determine.
(b) Options. The Administrator is authorized to grant Options to
-------
Optionees on the following terms and conditions:
(i) Type of Option. The Stock Option Agreement evidencing the
grant of an Option under the Plan shall designate the Option as an ISO
(in the event its terms, and the individual to whom it is granted,
satisfy the requirements for ISOs under the Code), or an NQSO.
(ii) Exercise Price. The exercise price per share of Stock
purchasable under an Option shall be determined by the Administrator;
provided that, except as may otherwise be required by the Code, in the
case of an ISO, such exercise price shall be not less than the Fair
Market Value of a share of Stock on the date of grant of such Option
and, in the case of an ISO granted to the holder of more than 10% of
the Stock outstanding at the date of grant of such Option, such
exercise price shall be not less than 110% of the Fair Market Value on
such date of grant. In no event shall the exercise price for the
purchase of shares of Stock be less than par value.
<PAGE>
The exercise price for Stock subject to an Option may be paid in cash
or by an exchange of Stock previously owned by the Optionee, or a
combination of both, in an amount having a combined value equal to
such exercise price. Any shares of Stock exchanged upon the exercise
of any Option shall be valued at the Fair Market Value on the date on
which such shares are exchanged.
(iii) Term and Exercisability of Options. Unless otherwise
determined by the Administrator, the date on which the Administrator
adopts a resolution expressly granting an Option shall be considered
the day on which such Option is granted. Options shall be exercisable
over the exercise period (which shall not exceed ten years from the
date of grant or five years from the date of grant in the case of an
ISO granted to a holder of more than 10% of Stock outstanding as of
such date), at such times and upon such conditions as the
Administrator may determine, as reflected in the Stock Option
Agreement. An Option may be exercised to the extent of any or all
full shares of Stock as to which the Option has become exercisable, by
giving written notice of such exercise to the Company's Secretary and
paying the exercise price as described in Section 6(b)(ii).
(iv) Termination of Employment, etc. An Option may not be
exercised unless the Optionee is then in the employ of the Company (or
a company or a parent or subsidiary company of such company issuing or
assuming the Option in a transaction to which Section 424(a) of the
Code applies), and unless the Optionee has continuously maintained
such relationship, since the date of grant of the Option; provided
that, the Stock Option Agreement may contain provisions extending the
exercisability of Options, in the event of specified terminations, to
a date not later than the expiration date of such Option. The
Administrator may establish a period during which the Beneficiaries of
an Optionee who died while an employee, director or independent
contractor of the Company or any Subsidiary or Affiliate or during any
extended period referred to in the immediately preceding proviso may
exercise those Options which were exercisable on the date of the
Optionee's death; provided that no Option shall be exercisable after
its expiration date.
(v) Nontransferability. Options shall not be transferrable by an
Optionee except by will or the laws of descent and distribution and
shall be exercisable during the lifetime of an Optionee only by such
Optionee or his guardian or legal representative.
(vi) Limitation on Shares Subject to Option. No single Optionee
shall be granted an option or options to acquire more than 50,000
shares of Stock in any year during the term of the Plan.
<PAGE>
(vii) Other Provisions. Options may be subject to such other
conditions as the Administrator may prescribe in its discretion.
7. Change in Control Provisions.
In the event of a Change in Control, any and all Options then
outstanding shall become fully exercisable and vested, whether or not
theretofore vested and exercisable.
8. General Provisions.
(a) Compliance with Legal and Exchange Requirements. The Plan, the
-----------------------------------------------
granting and exercising of Options thereunder, and the other obligations of the
Company under the Plan and any Stock Option Agreement, shall be subject to all
applicable federal and state laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as may be required. The Company, in
its discretion, may postpone the issuance or delivery of Stock under any Option
until completion of such stock exchange listing or registration or qualification
of such Stock or other required action under any state, federal or foreign law,
rule or regulation as the Company may consider appropriate, and may require any
Optionee to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of Stock in
compliance with applicable laws, rules and regulations.
(b) No Right to Continued Employment, etc. Nothing in the Plan or in
--------------------------------------
any Option granted or Stock Option Agreement entered into pursuant to the Plan
shall confer upon any Optionee the right to continue in the employ of the
Company or to be entitled to any remuneration or benefits not set forth in the
Plan or such Stock Option Agreement or to interfere with or limit in any way the
right of the Company to terminate such Optionee's employment.
(c) Taxes. The Company is authorized to withhold from any Option
-----
granted, any payment relating to an Option under the Plan (including from a
distribution of Stock), or any other payment to an Optionee, amounts of
withholding and other taxes due in connection with any transaction involving an
Option, and to take such other action as the Administrator may deem advisable to
enable the Company, the Parent and an Optionee to satisfy obligations for the
payment of withholding taxes and other tax obligations relating to any Option.
This authority shall include authority to withhold or receive Stock or other
property and to make cash payments in respect thereof in satisfaction of an
Optionee's tax obligations.
(d) Amendment and Termination of the Plan. The Board may at any time
-------------------------------------
and from time to time alter, amend, suspend, or terminate the Plan in whole or
in part; provided that, no amendment which requires stockholder approval in
order for the Plan to continue to comply with Sections 422 and 424 of the Code
and the regulations promulgated thereunder shall be effective unless the same
shall be approved by the requisite vote of the stockholders of the Company
entitled to vote thereon.
<PAGE>
Notwithstanding the foregoing, no amendment shall affect adversely any of the
rights of any Optionee, without such Optionee's consent, under any option
theretofore granted under the Plan.
(e) No Rights to Options; No Stockholder Rights. No Optionee shall
-------------------------------------------
have any claim to be granted any Option under the Plan, and there is no
obligation for uniformity of treatment of Optionees. Except as provided
specifically herein, an Optionee or a transferee of an Option shall have no
rights as a stockholder with respect to any shares covered by the Option until
the date of the issuance of a stock certificate to such Optionee for such
shares.
(f) Unfunded Status of Options. The Plan is intended to constitute an
--------------------------
"unfunded" plan for incentive and deferred compensation. Nothing contained in
the Plan or any Option shall give any such Optionee any rights that are greater
than those of a general creditor of the Company.
(g) No Fractional Shares. No fractional shares of Stock shall be
--------------------
issued or delivered pursuant to the Plan or any Option. The Administrator shall
determine whether cash, other Options, or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.
(h) Governing Law. The Plan and all determinations made and actions
-------------
taken pursuant hereto shall be governed by the laws of the State of Delaware
without giving effect to the conflict of laws principles thereof.
(i) Effective Date. The Plan shall take effect upon its adoption by
--------------
the Board.
(j) Plan Termination. The Board may terminate the Plan at any time
----------------
with respect to any shares of Stock that are not subject to Options. Unless
terminated earlier by the Board, the Plan shall terminate ten years after the
effective date and no Options shall be granted under the Plan after such date.
Termination of the Plan under this Section 8(j) will not affect the rights and
obligations of any Optionee with respect to Options grated prior to termination.
<PAGE>
EXHIBIT 4.3
[LOGO OF PHYSICIAN SUPPORT SYSTEMS INC. APPEARS HERE]
[SEAL APPEARS HERE]
PHYSICIAN SUPPORT SYSTEMS, INC. [SEAL APPEARS HERE]
INCORPORATED UNDER THE
LAWS OF THE STATE OF
DELAWARE CUSIP 71940V 10 5
SEE REVERSE FOR
THIS CERTIFIES THAT CERTAIN DEFINITIONS
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR
VALUE $.001, OF
PHYSICIAN SUPPORT SYSTEMS, INC
(hereinafter called the Corporation), transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney, upon
surrender of this Certificate properly endorsed. This certificate is not valid
until countersigned by the Transfer Agent.
Witness the facsimile seal of the Corporation and the facsimile
signatures of the duly authorized officers.
Dated
[SIGNATURE APPEARS HERE] [SIGNATURE APPEARS HERE]
TREASURER PRESIDENT
[SEAL APPEARS HERE]
COUNTERSIGNED
THE BANK OF NEW YORK
NEW YORK, N.Y. TRANSFER AGENT
BY
[SIGNATURE APPEARS HERE]
AUTHORIZED SIGNATURE
<PAGE>
(LOGO OF PHYSICIAN SUPPORT SYSTEMS INC. APPEARS HERE]
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
<PAGE>
Exhibit 4(b)
------------
PHYSICIAN SUPPORT SYSTEMS, INC. 1996 STOCK OPTION PLAN
<PAGE>
PHYSICIAN SUPPORT SYSTEMS, INC.
1996 STOCK OPTION PLAN
1. Purpose; Types of Awards; Construction.
The purpose of the 1996 Stock Option Plan (the "Plan") of Physician
Support Systems, Inc., a Delaware corporation (the "Company"), is to attract and
retain employees (including officers), directors and independent contractors of
the Company, or any Subsidiary or Affiliate which now exists or hereafter is
organized or acquired, and to furnish additional incentives to such persons by
encouraging them to acquire a proprietary interest in the Company. Pursuant to
Section 6 of the Plan, there may be granted Options, including "incentive stock
options" and "nonqualified stock options". The Plan is intended to satisfy the
requirements of Rule 16b-3 promulgated under Section 16 of the Exchange Act and
shall be interpreted in a manner consistent with the requirements thereof.
2. Definitions.
For purposes of the Plan, the following terms shall be defined as set
forth below:
(a) "Affiliate" means any entity if, at the time of granting of an
Option, (i) the Company, directly, owns at least 20% of the combined voting
power of all classes of stock of such entity or at least 20% of the ownership
interests in such entity or (ii) such entity, directly or indirectly, owns at
least 20% of the combined voting power of all classes of stock of the Company.
(b) "Beneficiary" means the person, persons, trust or trusts which
have been designated by an Optionee in his or her most recent written
beneficiary designation filed with the Company to receive the benefits specified
under the Plan upon his or her death, or, if there is no designated Beneficiary
or surviving designated Beneficiary, then the person, persons, trust or trusts
entitled by will or the applicable laws of descent and distribution to receive
such benefits.
(c) "Board" means the Board of Directors of the Company.
(d) "Change in Control" means a change in control of the Company which
will be deemed to have occurred if:
(i) any "person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than an Exempt Person), is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's
then outstanding voting securities;
<PAGE>
(ii) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board, and any new
director (other than a director designated by a person who has entered
into an agreement with the Company to effect a transaction described
in clause (i), (iii), or (iv) of this Section 2(d)) whose election by
the Board or nomination for election by the Company's stockholders was
approved by a vote of at least a majority of the directors then still
in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority thereof;
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than
(A) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving or parent entity)
50% or more of the combined voting power of the voting securities of
the Company or such surviving or parent entity outstanding immediately
after such merger or consolidation or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar
transaction) in which no "person" (as hereinbefore defined), other
than an Exempt Person, acquired 50% or more of the combined voting
power of the Company's then outstanding securities; or
(iv) the stockholders of the Company approve of a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets (or any transaction having a similar effect).
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(f) "Committee" means the committee, consisting of at least two
members of the Board, established by the Board to administer the Plan, the
composition of which shall at all times satisfy the provisions of Rule 16b-3;
provided, however, that to the extent required for the Plan to comply with the
applicable provisions of Section 162(m) of the Code, "Committee" means either
such committee or a subcommittee of that committee, as the case may be, which
shall be constituted to comply with the applicable requirements of Rule 16b-3
and Section 162(m) of the Code and the regulations promulgated thereunder.
(g) "Company" means Physician Support Systems, Inc., a corporation
organized under the laws of the State of Delaware, or any successor corporation.
<PAGE>
(h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and as now or hereafter construed, interpreted and
applied by regulations, rulings and cases.
(i) "Exempt Person" means (1) the Company, (2) any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, (3)
any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of Stock, or
(4) any person or group of persons who, immediately prior to the adoption of
this Plan, owned more than 50% of the combined voting power of the Company's
then outstanding voting securities.
(j) "Fair Market Value" means, with respect to Stock or other
property, the fair market value of such Stock or other property determined by
such methods or procedures as shall be established from time to time by the
Committee. Notwithstanding the foregoing, the per share Fair Market Value of
Stock as of a particular date shall mean (i) if the shares of Stock are then
listed on a national securities exchange, the closing sales price per share of
Stock on the national securities exchange on which the stock is principally
traded, for the last preceding date on which there was a sale of such Stock on
such exchange, or (ii) if the shares of Stock are then traded on the National
Market System of the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), the reported per share closing price of the Stock
on the day prior to such date or, if there was no such price reported for such
date, on the next preceding date for which such a price was reported, or (iii)
if the shares of Stock are then traded in an over-the-counter market other than
on the NASDAQ National Market System, the average of the closing bid and asked
prices for the shares of Stock in such over-the-counter market for the last
preceding date on which there was a sale of such Stock in such market, or (iv)
if the shares of Stock are not then listed on a national securities exchange or
traded in an over-the counter market, such value as the Committee, in its sole
discretion, shall determine in good faith.
(k) "ISO" means any Option intended to be and designated as an
incentive stock option within the meaning of Section 422 of the Code.
(l) "NQSO" means any Option not designated as an ISO.
(m) "Option" means a right, granted to an Optionee under Section 6(b)
of the Plan, to purchase shares of Stock. An Option may be either an ISO or an
NQSO, provided that ISOs may be granted only to employees of the Company or a
Subsidiary.
(n) "Optionee" means a person who, as an employee, director or
independent contractor of the Company, a Subsidiary or an Affiliate, has been
granted an Option.
(o) "Plan" means this Physician Support Systems, Inc. 1996 Stock
Option Plan, as amended from time to time.
<PAGE>
(p) "Rule 16b-3" means Rule 16b-3, as from time to time in effect,
promulgated by the Securities and Exchange Commission under Section 16 of the
Exchange Act, including any successor to such Rule.
(q) "Stock" means the common stock, par value $.001 per share, of the
Company.
(r) "Stock Option Agreement" means any written agreement, contract, or
other instrument or document evidencing an Option.
(s) "Subsidiary" means any corporation in which the Company, directly
or indirectly, owns stock possessing 50% or more of the total combined voting
power of all classes of stock of such corporation.
3. Administration.
The Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion, subject to and not inconsistent with the
express provisions of the Plan, to administer the Plan and to exercise all the
powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Options; to determine the persons to whom and
the time or times at which Options shall be granted; to determine the type and
number of Options to be granted, the number of shares of Stock to which Options
may relate and the terms, conditions, restrictions and performance criteria
relating to any Options; to determine whether, to what extent, and under what
circumstances Options may be settled, canceled, forfeited, exchanged, or
surrendered; to make adjustments in the terms and conditions of, and the
criteria and performance objectives included in, Options in recognition of
unusual or non-recurring events affecting the Company or any Subsidiary or
Affiliate or the financial statements of the Company or any Subsidiary or
Affiliate, or in response to changes in applicable laws, regulations, or
accounting principles; to designate Affiliates; to construe and interpret the
Plan and any Options; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the Stock Option
Agreements (which need not be identical for each Optionee); and to make all
other determinations deemed necessary or advisable for the administration of the
Plan.
The Committee may appoint a chairperson and a secretary and may make
such rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings. All determinations of the
Committee shall be made by a majority of its members either present in person or
participating by conference telephone at a meeting or by written consent. The
<PAGE>
Committee may delegate to one or more of its members or to one or more agents
such administrative duties as it may deem advisable, and the Committee or any
person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility the Committee or
such person may have under the Plan. All decisions, determinations and
interpretations of the Committee shall be final and binding on all persons,
including the Company, and any Subsidiary, Affiliate or Optionee (or any person
claiming any rights under the Plan from or through any Optionee) and any
stockholder.
No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any Option
granted hereunder.
4. Eligibility.
Options may be granted to employees (including officers), directors
and independent contractors of the Company and its present or future
Subsidiaries and Affiliates, in the discretion of the Committee. In determining
the person to whom Options shall be granted and the type of Options granted
(including the number of shares to be covered by such Options), the Committee
shall take into account such factors as the Committee shall deem relevant in
connection with accomplishing the purposes of the Plan.
5. Stock Subject to the Plan.
The maximum number of shares of Stock reserved for the grant of
Options under the Plan shall be 853,500 shares of Stock, subject to adjustment
as provided herein. Such shares may, in whole or in part, be authorized but
unissued shares or shares that shall have been or may be reacquired by the
Company in the open market, in private transactions or otherwise. The number of
shares of Stock available for issuance under the Plan shall be reduced by the
number of shares of Stock subject to outstanding Options. If any shares subject
to an Option are forfeited, canceled, exchanged or surrendered or if an Option
otherwise terminates or expires without a distribution of shares to the
Optionee, the shares of Stock with respect to such Option shall, to the extent
of any such forfeiture, cancellation, exchange, surrender, termination or
expiration, again be available for Options under the Plan.
In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Stock, or other property),
recapitalization, stock split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of Optionee under the Plan, then the Committee shall make such equitable
changes or adjustments as it deems necessary or appropriate to any or all of (i)
the number and kind of shares of Stock which may thereafter be issued in
connection with Options, (ii) the number and kind of shares of Stock issued or
<PAGE>
issuable in respect of outstanding Options, and (iii) the exercise price, grant
price, or purchase price relating to any Option; provided that, with respect to
ISOs, such adjustment shall be made in accordance with Section 424(h) of the
Code.
6. Specific Terms of Options.
(a) General. The term of each Option shall be for such period as may
-------
be determined by the Committee. The Committee may make rules relating to
Options, and may impose on any Option or the exercise thereof, at the date of
grant or thereafter, such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall determine.
(b) Options. The Committee is authorized to grant Options to
-------
Optionees on the following terms and conditions:
(i) Type of Option. The Stock Option Agreement evidencing the
grant of an Option under the Plan shall designate the Option as an ISO
(in the event its terms, and the individual to whom it is granted,
satisfy the requirements for ISOs under the Code), or an NQSO.
(ii) Exercise Price. The exercise price per share of Stock
purchasable under an Option shall be determined by the Committee;
provided that, in the case of an ISO, such exercise price shall be not
less than the Fair Market Value of a share of Stock on the date of
grant of such Option or such other exercise price as may be required
by the Code, and in no event shall the exercise price for the purchase
of shares of Stock be less than par value. The exercise price for
Stock subject to an Option may be paid in cash or by an exchange of
Stock previously owned by the Optionee, or a combination of both, in
an amount having a combined value equal to such exercise price. Any
shares of Stock exchanged upon the exercise of any Option shall be
valued at the Fair Market Value on the date on which such shares are
exchanged. An Optionee also may elect to pay all or a portion of the
aggregate exercise price by having shares of Stock with a Fair Market
Value on the date of exercise equal to the aggregate exercise price
withheld by the Company or sold by a broker-dealer under circumstances
meeting the requirements of 12 C.F.R. (S) 220 or any successor
thereof.
(iii) Term and Exercisability of Options. The date on which the
Committee adopts a resolution expressly granting an Option shall be
considered the day on which such Option is granted; provided that,
Option grants made prior to approval of the Plan by requisite vote of
the Company's stockholders shall be deemed to have been granted on the
date of such approval. Options shall be exercisable over the exercise
period (which shall not exceed ten years from the date of grant), at
<PAGE>
such times and upon such conditions as the Committee may determine, as
reflected in the Stock Option Agreement. An Option may be exercised to
the extent of any or all full shares of Stock as to which the Option
has become exercisable, by giving written notice of such exercise to
the Company's Secretary and paying the exercise price as described in
Section 6(b)(ii).
(iv) Termination of Employment, etc. An Option may not be
exercised unless the Optionee is then in the employ of, is then a
director of, or then maintains an independent contractor relationship
with, the Company or any Subsidiary or Affiliate (or a company or a
parent or subsidiary company of such company issuing or assuming the
Option in a transaction to which Section 424(a) of the Code applies),
and unless the Optionee has continuously maintained any of such
relationships, since the date of grant of the Option; provided that,
the Stock Option Agreement may contain provisions extending the
exercisability of Options, in the event of specified terminations, to
a date not later than the expiration date of such Option. The
Committee may establish a period during which the Beneficiaries of an
Optionee who died while an employee, director or independent
contractor of the Company or any Subsidiary or Affiliate or during any
extended period referred to in the immediately preceding proviso may
exercise those Options which were exercisable on the date of the
Optionee's death; provided that no Option shall be exercisable after
its expiration date.
(v) Nontransferability. Options shall not be transferrable by an
Optionee except by will or the laws of descent and distribution or, if
then permitted under Rule 16b-3, pursuant to a qualified domestic
relations order as defined under the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules
thereunder, and shall be exercisable during the lifetime of an
Optionee only by such Optionee or his guardian or legal
representative.
(vi) Other Provisions. Options may be subject to such other
conditions as the Committee may prescribe in its discretion.
7. Change in Control Provisions.
In the event of a Change in Control, any and all Options then
outstanding shall become fully exercisable and vested, whether or not
theretofore vested and exercisable.
8. General Provisions.
(a) Compliance with Legal and Exchange Requirements. The Plan, the
-----------------------------------------------
granting and exercising of Options thereunder, and the other obligations of the
Company under the Plan and any Stock Option Agreement, shall be subject to all
<PAGE>
applicable federal and state laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as may be required. The Company, in
its discretion, may postpone the issuance or delivery of Stock under any Option
until completion of such stock exchange listing or registration or qualification
of such Stock or other required action under any state, federal or foreign law,
rule or regulation as the Company may consider appropriate, and may require any
Optionee to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of Stock in
compliance with applicable laws, rules and regulations.
(b) No Right to Continued Employment, etc. Nothing in the Plan or in
-------------------------------------
any Option granted or Stock Option Agreement entered into pursuant to the Plan
shall confer upon any Optionee the right to continue in the employ of, or to
continue as a director of or an independent contractor to, the Company, any
Subsidiary or any Affiliate, as the case may be, or to be entitled to any
remuneration or benefits not set forth in the Plan or such Stock Option
Agreement or to interfere with or limit in any way the right of the Company or
any such Subsidiary or Affiliate to terminate such Optionee's employment,
directorship or independent contractor relationship.
(c) Taxes. The Company or any Subsidiary or Affiliate is authorized
-----
to withhold from any Option granted, any payment relating to an Option under the
Plan (including from a distribution of Stock), or any other payment to an
Optionee, amounts of withholding and other taxes due in connection with any
transaction involving an Option, and to take such other action as the Committee
may deem advisable to enable the Company and an Optionee to satisfy obligations
for the payment of withholding taxes and other tax obligations relating to any
Option. This authority shall include authority to withhold or receive Stock or
other property and to make cash payments in respect thereof in satisfaction of
an Optionee's tax obligations.
(d) Amendment and Termination of the Plan. The Board may at any time
----------------------------
and from time to time alter, amend, suspend, or terminate the Plan in whole or
in part; provided that, no amendment which requires stockholder approval in
order for the Plan to continue to comply with Rule 16b-3 shall be effective
unless the same shall be approved by the requisite vote of the stockholders of
the Company entitled to vote thereon. Notwithstanding the foregoing, no
amendment shall affect adversely any of the rights of any Optionee, without such
Optionee's consent, under any Option theretofore granted under the Plan.
(e) No Rights to Options, No Stockholder Rights. No Optionee shall
-------------------------------------------
have any claim to be granted any Option under the Plan, and there is no
obligation for uniformity of treatment of Optionees. Except as provided
specifically herein, an Optionee or a transferee of an Option shall have no
rights as a stockholder with respect to any shares covered by the Option until
the date of the issuance of a stock certificate to such Optionee for such
shares.
(f) Unfunded Status of Options. The Plan is intended to constitute an
--------------------------
"unfunded' plan for incentive and deferred compensation. Nothing contained in
the Plan or any Option shall give any such Optionee any rights that are greater
than those of a general creditor of the Company.
<PAGE>
(g) No Fractional Shares. No fractional shares of Stock shall be
--------------------
issued or delivered pursuant to the Plan or any Option. The Committee shall
determine whether cash, other Options, or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.
(h) Governing Law. The Plan and all determinations made and actions
-------------
taken pursuant hereto shall be governed by the laws of the State of Delaware
without giving effect to the conflict of laws principles thereof.
(i) Effective Date, Plan Termination. The Plan shall take effect upon
--------------------------------
its adoption by the Board (the "Effective Date"), but the Plan (and any grants
of Options made prior to the stockholder approval mentioned herein), shall be
subject to the approval of the holder(s) of a majority of the issued and
outstanding shares of voting securities of the Company entitled to vote, which
approval must occur within twelve months of the date the Plan is adopted by the
Board. In the absence of such approval, such Options shall be null and void.
The Board may terminate the Plan at any time with respect to any
shares of Stock that are not subject to Options. Unless terminated earlier by
the Board, the Plan shall terminate ten years after the effective date and no
Options shall be granted under the Plan after such date. Termination of the
Plan under this Section 8(i) will not affect the rights and obligations of any
Optionee with respect to Options grated prior to termination.
<PAGE>
EXHIBIT 5
---------
Opinion of Alston & Bird LLP regarding the legality of
the securities being registered
<PAGE>
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
www.alston.com
January 23, 1998
National Data Corporation
National Data Plaza
Atlanta, Georgia 30329-2010
Re: Synergistic Systems, Inc. 1996 Stock Option Plan
Physician Support Systems, Inc. 1996 Stock Option Plan
Ladies and Gentlemen:
This opinion is given in connection with the filing by National Data
Corporation ("NDC") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") with respect to up to 311,537 shares (the "Shares")
of the $.125 par value common stock of NDC (the "Common Stock") to be issued to
employees and directors of Physician Support Systems, Inc. ("PSS"), a subsidiary
of NDC, pursuant to the Synergistic Systems, Inc. 1996 Stock Option Plan and the
Physician Support Systems, Inc. 1996 Stock Option Plan (together the "Plans").
We have examined such corporate records and documents as we deemed
relevant and necessary to enable us to give the opinion set forth herein,
including (i) the Certificate of Incorporation and Bylaws of each of NDC and
PSS, as amended, (ii) the Agreement and Plan of Merger dated as of October 14,
1997 (the "Merger Agreement") with PSS whereby a wholly-owned subsidiary of NDC
merged with and into PSS and NDC agreed to assume PSS's obligations under the
Plans, and (iii) resolutions of the Board of Directors of NDC authorizing and
approving the consummation of the Merger Agreement. For purposes of this
opinion, we assume that (i) all options have been or will be granted in
accordance with the Plans and (ii) the option price per share under options
granted pursuant to the Plans will, in all cases, exceed the par value of a
share of Common Stock.
Based upon the foregoing, we are of the opinion that the Shares to be
issued upon the exercise of options granted under the Plans, upon receipt in
full by NDC of the purchase price prescribed for each Share subject to each such
option, will be duly authorized, legally issued, and fully paid and
<TABLE>
<S> <C> <C>
1211 East Morehead Street 3605 Glenwood Avenue 601 Pennsylvania Avenue, N.W.
P. O. Drawer 34009 P. O. Drawer 31107 North Building, Suite 250
Charlotte, NC 28234-4009 Raleigh, NC 27622-1107 Washington, DC 20004-2601
704-331-6000 919-420-2200 202-508-3300
Fax: 704-334-2014 Fax: 919-881-3175 Fax: 202-508-3333
</TABLE>
<PAGE>
National Data Corporation
January 23, 1998
nonassessable under the Delaware General Corporation Law as in effect on this
date.
Members of this firm are licensed to practice law in the State of
Georgia and before the federal courts having jurisdiction in the State of
Georgia, and we express no opinion with regard to any law other than the laws of
the State of Georgia and the General Corporation Law of the State of Delaware.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinion" in the Prospectus constituting a part thereof. In giving such consent,
we do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Commission thereunder.
This opinion letter is being furnished by us to the Company and the
Commission solely for the benefit of the Company and the Commission in
connection with the Registration Statement and is not to be used, circulated,
quoted or otherwise relied upon by any other person, or by the Company or the
Commission for any other purpose, without our express written consent. The only
opinion rendered by us consists of those matters set forth in the third
paragraph hereof, and no opinion may be implied or inferred beyond those
expressly stated. This opinion letter is rendered as of the date hereof, and we
have no obligation to update this opinion letter.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Joel J. Hughey
-------------------
A Partner
<PAGE>
EXHIBIT 23(B)
-------------
CONSENT OF ARTHUR ANDERSON LLP
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent 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 fiscal year ended May 31, 1997 into this
Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
January 22, 1998
