<PAGE>
As filed with the Securities and Exchange Commission on November 18, 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
1981 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
E. MICHAEL INGRAM, ESQ.
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)
COPY TO:
JOEL J. HUGHEY, ESQ.
ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404) 881-7490
_____________________________
<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 (2) FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.125 par value 300,000 $33.53125 $10,059,375 $2,797
(including rights to purchase shares
of Series A Junior Participating
Preferred Stock)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers any additional shares that may
hereafter become purchasable as a result of the adjustment and anti-dilution
provisions of the National Data Corporation 1981 Employee Stock Purchase
Plan ("the Plan").
(2) Determined in accordance with Rule 457(h), the registration fee is based on
the average of the high and low prices of the Registrant's Common Stock
reported on the New York Stock Exchange on November 16, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.
(b) Upon written or oral request, the Company will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
Registration Statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Company will also provide, without charge, upon
written or oral request, other documents required to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information, should be
directed to E. Michael Ingram, Corporate Secretary, National Data Corporation,
at National Data Plaza, Atlanta, Georgia 30329-2010, (404) 728-2000.
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")
(File No. 001-12392) with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference and deemed to be a part
hereof from the date of the filing of such documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 1998, as amended;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended August 31, 1998;
(c) The Company's Current Report on Form 8-K filed October 1, 1998, as
amended;
(d) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on October 5,
1993; and
(e) The description of Series A Junior Participating Preferred Stock
contained in the Company's Registration Statement on Form 8-A, 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 to this Registration Statement 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.
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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 imdemnification 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.
Insofar as indemnification for liabilities arising under the Securities 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 Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.*
4(a) Certificate of Incorporation of the Registrant, as amended (filed as
Exhibit 4(a) to the Registrant's Registration Statement on Form S-8
(Registration No. 333-05427) and incorporated herein by reference).
4(b) 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).
4(c) 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.
4(d) Bylaws of the Registrant, as amended (filed as Exhibit 3(ii) to the
Registrant's Annual Report on Form 10-K for the year ended May 31, 1991
(File No. 001-12392) and incorporated herein by reference).
II-2
<PAGE>
4(e) Amendment to Bylaws of the Registrant, as previously amended (filed as
Exhibit 3(iii) to the Registrant's Annual Report on Form 10-K for the
year ended May 31, 1995 (File No. 001-12392) and incorporated herein
by reference).
5 Opinion of Counsel of Registrant, filed herewith.
23(a) Consent of Counsel (included in Exhibit 5).
23(b) Consent of Arthur Andersen LLP, filed herewith.
24 Power of Attorney (contained on signature page hereto).
- -------------------------
* 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change in such information in this 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 with or furnished to the
Commission 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, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
II-3
<PAGE>
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 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in 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 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 and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant, National Data Corporation, 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 17th day of November, 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/ Kevin C. Shea
-------------------
Kevin C. Shea
Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert A. Yellowlees and Kevin C. Shea and each
of them (with full power in each to act alone), as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities noted on November 17, 1998.
<TABLE>
<CAPTION>
SIGNATURE Title
- ---------------------------------------------------------- ----------------------------------------------------
<S> <C>
/s/ Robert A. Yellowlees Chairman of the Board of Directors, President
- ---------------------------------------------------------- And Chief Executive Officer
Robert A. Yellowlees (Principal Executive Officer)
/s/ Kevin C. Shea Chief Financial Officer
- ---------------------------------------------------------- (Principal Financial Officer)
Kevin C. Shea
/s/ David H. Shenk Controller
- ---------------------------------------------------------- (Chief Accounting Officer)
David H. Shenk
/s/ Edward L. Barlow Director
- ----------------------------------------------------------
Edward L. Barlow
</TABLE>
[Signatures continued on the following page]
S-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE Title
- ---------------------------------------------------------- ----------------------------------------------------
<S> <C>
Director
- ----------------------------------------------------------
J. Veronica Biggins
/s/ James B. Edwards Director
- ----------------------------------------------------------
James B. Edwards
/s/ Neil Williams Director
- ----------------------------------------------------------
Neil Williams
</TABLE>
S-2
<PAGE>
Registration No. 333-______
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
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number* Description
- -------------- -----------
<S> <C>
4(a) Certificate of Incorporation of the Registrant, as amended
(filed as Exhibit 4(a) to the Registrant's Registration
Statement on Form S-8 (Registration No. 333-05427) and
incorporated herein by reference).
4(b) 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).
4(c) 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.
4(d) Bylaws of the Registrant, as amended (filed as Exhibit
3(ii) to the Registrant's Annual Report on Form 10-K for
the year ended May 31, 1991 (File No. 001-12392) and
incorporated herein by reference).
4(e) Amendment to Bylaws of the Registrant, as previously
amended (filed as Exhibit 3(iii) to the Registrant's Annual
Report on Form 10-K for the year ended May 31, 1995 (File
No. 001-12392) and incorporated herein by reference).
5 Opinion of Counsel of Registrant, filed herewith.
23(a) Consent of Counsel (included in Exhibit 5).
23(b) Consent of Arthur Andersen LLP, filed herewith.
24 Power of Attorney (contained on signature page hereto).
</TABLE>
- ----------------
*Exhibits are numbered in accordance with Item 601 of Regulation S-K.
<PAGE>
EXHIBIT 5
---------
Opinion of Alston & Bird LLP regarding the legality of
the securities being registered
and
EXHIBIT 23(A)
-------------
Consent of Counsel
(included in Exhibit 5).
<PAGE>
[LETTERHEAD OF ALSTON & BIRD APPEARS HERE]
November 17, 1998
National Data Corporation
National Data Plaza
Atlanta, Georgia 30329-2010
Re: Registration Statement on Form S-8 - National Data Corporation
1981 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have acted as counsel for National Data Corporation, a Delaware
corporation (the "Company"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, and covering 300,000 shares of the Company's
common stock, $0.125 par value per share ("Common Stock"), that may be offered
and sold to the employees of the Company pursuant to the National Data
Corporation 1981 Employee Stock Purchase Plan (the "Plan"). This Opinion Letter
is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
In the capacity described above, we have considered such matters of
law and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinions hereinafter set forth.
For purposes of this opinion, we assume that (i) all options relating
to the purchase of shares of Common Stock pursuant to the Plan have been or will
be granted in accordance with the Plan and (ii) the purchase price per share
under options granted pursuant to the Plan will, in all cases, exceed the par
value of a share of Common Stock.
<PAGE>
National Data Corporation
November 17, 1998
Page 2
Based upon the foregoing and upon (i) receipt in full by the Company
of the purchase price prescribed for shares of Common Stock purchased pursuant
to the Plan, (ii) due issuance of stock certificates representing such shares,
and (iii) issuance of such shares in accordance with the other terms and
conditions of the Plan, we are of the opinion that the 300,000 shares of Common
Stock issuable under the Plan and covered by the Registration Statement will be
legally and validly issued, fully paid and nonassessable under the Delaware
General Corporation Law as in effect on this date.
The Opinion expressed herein is limited to the laws of the State of
Delaware as codified in the General Corporation Law of the State of Delaware.
This Opinion Letter is provided to you for your benefit and for the benefit of
the Commission, in each case, solely with regard to the Registration Statement,
may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
Neil Williams, a partner of Alston & Bird LLP, is a director of
the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Joel J. Hughey
--------------------
Joel J. Hughey
Partner
<PAGE>
EXHIBIT 23(B)
-------------
Consent of Arthur Andersen LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated July 15, 1998
included in National Data Corporation's Annual Report on Form 10-K for the year
ending May 31, 1998 and to all references to our Firm included in or made a part
of this registration statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
November 17, 1998
