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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-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________
NATIONAL DATA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 58-0977458
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
NATIONAL DATA PLAZA
ATLANTA, GEORGIA 30329-2010
(404) 728-2000
(Address, including zip code, and telephone number,
including area code, of registrant's executive offices)
________________________
E. MICHAEL INGRAM, ESQ.
GENERAL COUNSEL AND SECRETARY
NATIONAL DATA CORPORATION
NATIONAL DATA PLAZA
ATLANTA, GEORGIA 30329-2010
(404) 728-2000
(Name, address, including zip code, and telephone number
including area code, of agent for service)
________________________
The Commission is requested to send copies of all communications to:
JOEL J. HUGHEY, ESQ.
WILLIAM S. ORTWEIN, ESQ.
ALSTON & BIRD LLP
1201 W. PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. [_] ______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] ______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_] ______
________________________
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED AMOUNT OF
TITLE OF SHARES AMOUNT TO BE MAXIMUM AGGREGATE MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE OFFERING PRICE FEE
PER SHARE
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<S> <C> <C> <C> <C>
Common Stock, $.125 par value per share
(including rights to purchase shares of
Common Stock or Series A Junior Participating 73,668 shares $38.53/(1)/ $2,838,428/(1)/ $885
Preferred Stock)
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/(1)/ Estimated solely for purposes of determining the registration fee. This
amount, calculated pursuant to Rule 457(c), was based on the average of the high
and low prices of the Registrant's Common Stock on January 20, 1998, as reported
on the New York Stock Exchange.
_________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION - DATED JANUARY 23, 1998
73,668 SHARES
NATIONAL DATA CORPORATION
COMMON STOCK
This prospectus relates to 73,668 shares (the "Shares") of common
stock, $.125 par value per share (the "Common Stock" OR "NDC Common Stock"), of
National Data Corporation, a Delaware corporation (the "Company" or "NDC"). All
of these Shares were acquired by certain Stockholders (the "Selling
Stockholders") from the Company on March 21, 1997 in connection with the
acquisition by the Company of Merchant Services USA, Inc., a North Carolina
corporation ("MSU"), which was previously owned by the Selling Stockholders.
See "Selling Stockholders" below. The Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). See "Sale of Shares" below.
All or a portion of the Shares may be offered by the Selling
Stockholders from time to time (i) in transactions (which may include block
transactions) on the New York Stock Exchange, (ii) in negotiated transactions,
or (iii) a combination of such methods of sale, at fixed prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary compensation). See "Selling
Stockholders" and "Sale of Shares " below.
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company has agreed to bear
all expenses in connection with the registration of the Shares being offered by
the Selling Stockholders. The Company also has agreed to indemnify the Selling
Stockholders against certain liabilities, including liabilities under the
Securities Act.
The shares of Common Stock of the Company are traded on the New York
Stock Exchange under the symbol NDC. On January 20, 1998, the last sales price
for the shares of Common Stock as reported on the New York Stock Exchange
composite tape was $38.75 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.
_________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JANUARY __, 1998
<PAGE>
AVAILABLE INFORMATION
National Data Corporation (the "Company") has filed a Registration
Statement on Form S-3 (together with all amendments and exhibits filed or to be
filed in connection therewith, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
common stock offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission"). Statements contained herein concerning
the provisions of documents are necessarily summaries of such documents, and
each statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the Commission's Regional Offices located at 7 World Trade Center, Suite 1300,
New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants such as the Company, that file electronically with the Commission.
Such reports, proxy and information statements and other information may be
found at the Commission's site address: http://www.sec.gov. The common stock of
the Company, $.125 par value per share (the "Common Stock"), is listed on the
New York Stock Exchange, Inc. (the "NYSE") under the symbol "NDC," and such
reports, proxy statements and other information concerning the Company are
available for inspection at the office of the NYSE, 20 Broad Street, New York,
New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File
No. 001-12392) are hereby incorporated by reference into this Prospectus:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended May 31,
1997, as amended;
(2) the Company's Quarterly 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; and
(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 October 5, 1993.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a
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statement contained herein (or in any subsequently filed document that also is
or is deemed to be incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
All information appearing in this Prospectus is qualified in its entirety by
information and financial statements (including notes thereto) appearing in the
documents incorporated by reference herein, except to the extent set forth in
the immediately preceding statement.
The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, including any beneficial owner, upon
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates). Requests should be directed to Corporate
Secretary, National Data Corporation, National Data Plaza, Atlanta, Georgia
30329-2010, telephone number (404) 728-2000.
THE COMPANY
NDC is a Delaware corporation that was incorporated in 1967. NDC is a
leading provider of high-volume information services and application systems to
the health care and payment systems markets. NDC serves a diverse customer base
comprised of almost 120,000 health care providers, 3,500 health care plans, more
than 750,000 merchant locations, 35,000 corporations and 400 banking
institutions, as well as federal and state government agencies. NDC markets its
services directly to merchants and health care providers and indirectly through
business alliances with a wide range of banks, insurance companies and
distributors.
NDC's principal executive offices are located at National Data Plaza,
Atlanta, Georgia 30329-2010, and its telephone number is (404) 728-2000. For
additional information regarding NDC and its business, see "Available
Information" and "Incorporation of Certain Documents By Reference."
RECENT DEVELOPMENTS
On December 15, 1997, NDC acquired Source Informatics Inc., a
privately-held Delaware corporation ("Source"), in exchange for 1,596,929 shares
of NDC Common Stock and $31,750,000 in cash. Source is a leading provider of
proprietary health care information, technology and consulting services,
primarily to the pharmaceutical and retail pharmacy markets. For the year ended
June 30, 1997, and the quarter ended September 30, 1997, Source had total
revenues of $59.9 million and $15.3 million, respectively, and net income of
$6.5 million and $0.2 million, respectively. As of September 30, 1997, Source
had total assets of $24.3 million.
Also on December 15, 1997, NDC acquired PMSI Database Holdings, Inc.
("PMSI Database") in exchange for 1,084,950 shares of NDC Common Stock and
$6,500,000 in cash. PMSI Database was formed as a holding company by its parent,
Pharmaceutical Marketing Services Inc., a publicly-held Delaware corporation, on
June 24, 1997. To date, PMSI Database has not conducted any business but does
hold the assets contributed to it by PMSI. These assets are comprised of (i)
PMSI's proportionate share of an operating venture with Source to jointly offer
a range of services generated from a prescription database collected by Source
from retail and mail-order pharmacies in the United States and (ii) PMSI's over-
the-counter physician database business. For the year ended June 30, 1997, and
the quarter ended September 30, 1997, PMSI Database had total revenues of $25.0
million and $6.2 million, respectively, and net income of $3.5 million and $0.4
million, respectively. As of September 30, 1997, PMSI Database had total assets
of $13.5 million.
On December 19, 1997, NDC acquired Physician Support Systems, Inc., a
publicly-held Delaware corporation ("PSS"), in exchange for 4,237,784 shares of
NDC Common Stock. PSS provides business management services to physicians and
hospitals in 29 states. For the year ended December 31,
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1996 and the nine months ended September 30, 1997, PSS reported total revenues
of $75.2 million and $81.7 million, respectively, and net loss of $9.7 million
and pro forma net income of $2.7 million, respectively. As of September 30,
1997, PSS had total consolidated assets of $117.4 million and consolidated
stockholders' equity of $52.0 million.
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating an investment in
NDC Common Stock.
COMPETITION
The markets for the applications systems and services offered by NDC
are highly competitive. Competition in the health care transaction processing
and payment systems markets affects NDC's ability to gain new customers and the
prices it can charge. The key competitive factors for NDC are functionality of
products, quality of service and price. Many of NDC's competitors have access to
significant capital and management, marketing and technological resources that
are equal to or greater than those of NDC, and there can be no assurance that
NDC will continue to be able to compete successfully with them. In addition, NDC
competes with businesses that internally perform data processing or other
services offered by NDC.
MARKETS AND APPLICATIONS
NDC'S future growth and profitability will depend, in part, upon the
further expansion of the health care transaction processing and payment systems
markets, the emergence of other markets for electronic transaction processing
services and NDC's ability to penetrate such markets. Further expansion of these
markets is dependent upon the continued growth in the number of transactions
available to be processed and the continued automation of traditional paper-
based processing systems. NDC's ability to penetrate such markets will depend,
in turn, upon its ability to apply its existing technology, or to develop new
technology, to meet the particular service needs of each new market. There can
be no assurance that markets for NDC's services will continue to expand and
develop or that NDC will be successful in its efforts, or have adequate
financial, marketing and technological resources to penetrate new markets.
INTEGRATED PAYMENT SYSTEMS BUSINESS
NDC'S merchant customers have liability for charges disputed by
cardholders. However, in the case of merchant fraud, or insolvency or
bankruptcy of the merchant, NDC may be liable for any of such charges disputed
by cardholders. NDC requires cash deposits and other types of collateral by
certain merchants to minimize any such contingent liability. Based on its
historical loss experience, NDC has established reserves for estimated losses on
transactions processed which management believes are adequate. There can be no
assurance, however, that such reserves for losses will be adequate. Any such
losses in excess of reserves could have a material adverse effect on the
financial condition and results of operations of NDC.
HEALTH CARE INFORMATION SERVICES
Federal and state governments have recently focused significant
attention on health care reform. It is not possible to predict which, if any,
proposal that has been or will be considered will be adopted. There can be no
assurance that the health care regulatory environment will not change so as to
restrict the existing operations of, impose additional requirements on or limit
the expansion of NDC. Costs of compliance with changes in government regulations
may not be subject to recovery by NDC through price increases.
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Significant media and public attention has recently been focused on
the health care industry due to ongoing federal and state investigations
purportedly related to certain referral and billing practices. The Office of the
Inspector General and the Department of Justice have initiated hospital and
laboratory billing review projects in certain states and are expected to extend
such projects to additional states, including states in which NDC operates.
These projects increase the likelihood of governmental investigations of
hospitals, laboratories and other institutions for which NDC and PSS perform
services. Although NDC and PSS currently monitor billing practices and
arrangements to ensure compliance with prevailing industry practices under
applicable laws, such laws are complex and constantly evolving and there can be
no assurance that governmental investigators will not take positions that are
inconsistent with industry practices.
ACQUISITION RISKS
NDC completed five acquisitions in fiscal 1997, and intends to seek
additional acquisition opportunities and alliance relationships with other
businesses that will allow it to increase its market penetration, technological
capabilities, product offerings and distribution channels. There can be no
assurance that NDC will be able to successfully identify suitable acquisition
candidates, complete acquisitions or expand into new markets. As a result of
each of the source, PMSI Database and PSS transactions, NDC is currently
devoting significant management and other resources toward the assimilation of
these businesses with NDC, particularly the businesses of the several operating
subsidiaries of PSS. There can be no assurance that NDC will be able to
successfully integrate the operations of acquired businesses into NDC's
operations. In addition, there can be no assurance that future acquisitions
will not have an adverse effect upon ndc's operating results, particularly in
the fiscal quarters immediately following the completion of such acquisitions
while the operations of the acquired business are being integrated into NDC's
operations. Once integrated, acquired operations may not achieve levels of
revenues, profitability or productivity comparable with those achieved by NDC's
existing operations, or otherwise perform as expected. Specifically, with regard
to the acquisition of source, certain products currently under development may
never reach technological feasibility which could have a material adverse effect
upon NDC's operating results. NDC may incur indebtedness in the future,
including through borrowings under a credit facility, if a credit facility is
available, to finance acquisitions. As a result, NDC expects to be subject to
risks associated with debt financing, including the risk that interest rates may
increase, the risk that NDC's cash flow will be insufficient to meet required
payments on its debt and the risk that ndc may be unable to refinance or repay
the debt as it comes due. In addition, NDC competes for acquisition and
expansion opportunities with companies that have substantially greater
resources.
ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW, CERTAIN CHARTER AND BY-LAW PROVISIONS
AND STOCKHOLDER RIGHTS PLAN
Certain provisions of the NDC's Certificate of Incorporation and By-
laws could delay, defer or prevent a takeover attempt that a stockholder might
consider in its best interest. These provisions may adversely affect prevailing
market prices for NDC Common Stock. These provisions, among other things,
classify NDC's Board of Directors into three classes as nearly equal in number
as the total number of directors permits, each of which serves for different
three-year terms, and authorize the Board of Directors to issue preferred stock
in one or more classes or series and to determine the price, rights,
preferences, privileges and restrictions, including voting rights, of those
shares without any action on the part of the stockholders. The rights of the
holders of NDC Common Stock will be subject to, and may be adversely affected
by, the rights of the holders of NDC Common Stock will be subject to, and may be
adversely affected by, the rights of the holders of any preferred stock that may
be issued in the future. The issuance of preferred stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire a majority of the outstanding voting stock of NDC. NDC
has no current plans to issue shares of preferred stock. NDC also maintains a
stockholder rights plan which entitled its stockholders upon the happening of
certain events, to purchase preferred stock of NDC. These NDC rights may have
certain anti-takeover effects
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because the rights will cause substantial dilution to a person or group that
attempts to acquire NDC on terms not approved by the Board of Directors of NDC
unless the offer is conditioned on a substantial number of NDC Rights being
acquired. In addition, Section 203 of the Delaware General Corporation Law
prohibits certain persons from engaging in business combinations with NDC which
may also have the effect of delaying, deterring or preventing a change of
control of NDC.
NEW PRODUCT INTRODUCTIONS
With NDC's acquisition of Source, PMSI Database an PSS, NDC plans to
introduce products and services different from those NDC has traditionally
provided. The market for these products and services is characterized by rapid
technological change, frequent new product introductions, evolving industry
standards and changing customer needs. There can be no assurance that NDC will
be successful in developing and marketing these new products and services or
that current or new products and services of Source and PSS will adequately meet
the quickly changing demands of their customers. In addition, in order to meet
its customers demands, Source and PSS are continually involved in a number of
development projects, including Source's efforts to update its core mainframe-
based products. Because it is generally not possible to predict the time
required and costs involved in reaching certain research, development and
engineering objectives, estimated product development schedules could require
extensions. NDC believes that the future success of its newly acquired
businesses will depend in large part on its ability to maintain and enhance its
current product and service offerings and to continually develop and introduce
new products and services that will keep pace with technological advances and
satisfy evolving customer requirements. Further, there can be no assurance that
NDC will not experience difficulties that could delay or prevent the successful
development, introduction and marketing of these products and services. If NDC
is unable to develop and introduce new products and services in a timely manner,
or if a new or updated product does not achieve market acceptance, NDC's
financial condition and results of operations could be materially adversely
affected.
POTENTIAL "YEAR 2000" PROBLEMS
It is possible that NDC's currently installed computer systems,
software products or other business systems, or those of NDC's suppliers or
customers, will not always accept input of, store, manipulate and output dates
in the years 1999, 2000 or thereafter without error or interruption. NDC has
conducted a review of its business systems, including its computer systems, to
attempt to identify ways in which its systems could be affected by problems in
correctly processing date information. In addition, NDC is requesting
assurances from all software vendors from which it has purchased or from which
it may purchase software that the software sold to NDC will correctly process
all date information at all times and NDC is querying its customers and
suppliers as to their progress in identifying and addressing problems that their
computer systems will face in correctly processing date information as the year
2000 approaches and is reached. However, there can be no assurance that NDC
will identify all date-handling problems in its business systems or those of its
customers and suppliers in advance of their occurrence or that NDC will be able
to successfully remedy problems that are discovered. The expenses of NDC's
efforts to identify and address such problems, or the expenses or liabilities to
which NDC may become subject as a result of such problems, could have a material
adverse effect on NDC's results of operations and financial condition.
FORWARD-LOOKING STATEMENTS
When used in this prospectus and elsewhere by management or NDC from
time to time, the words "believes," "anticipates," "expects" and similar
expressions are intended to identify forward-looking statements concerning NDC's
operations, economic performance and financial condition, including in
particular, the likelihood of NDC's success in developing and expanding its
business. These statements are based on a number of assumptions and estimates
which are inherently subject to significant uncertainties and contingencies,
many of which are beyond the control of NDC, and reflect future business
decisions which are subject to change. A variety of factors could cause actual
results to differ materially from those
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anticipated in NDC's forward-looking statements, some of which include
competition in the market for NDC's services, continued expansion of NDC's
processing and payment systems markets, successfully completing and integrating
acquisitions in existing and new markets and other risk factors that are
discussed herein and from time to time in other NDC reports and other filings
with the Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date they are made. NDC
undertakes no obligations to publicly release the results of any revisions to
such forward-looking statements that may be made to reflect events or
circumstances after the date hereof, or thereof, as the case may be, or to
reflect the occurrence of unanticipated events.
SELLING STOCKHOLDERS
THE SELLING STOCKHOLDERS
The Company issued 147,334 shares of Common Stock to the Selling
Stockholders on March 21, 1997 (the "Shares"), pursuant to the terms of an
Agreement and Plan of Merger (the "MSU Merger Agreement") dated March 21, 1997,
by and among the Company, NDC Merger Subsidiary, Inc., a Delaware corporation
and wholly-owned subsidiary of the Company ("Merger Corp."), MSU, and the former
Stockholders of MSU, under which the Company acquired MSU through a merger
between Merger Corp. and MSU. In connection with the acquisition, the Company
entered into a Registration Rights Agreement (the "MSU Registration Agreement"),
dated March 21, 1997, with the Selling Stockholders pursuant to which it agreed
to file a registration statement with the Commission to register the Shares held
by the Selling Stockholders for resale by the Selling Stockholders. The
Registration Statement of which this Prospectus is a part was filed with the
Commission pursuant to the MSU Registration Rights Agreement.
The following table sets forth (i) the name of each of the Selling
Stockholders and (ii) the number of shares of Common Stock beneficially owned by
each Selling Stockholder prior to the offering and being offered hereby.
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SHARES BENEFICIALLY
OWNED PRIOR TO
SELLING STOCKHOLDER OFFERING(1)(2) SHARES BEING OFFERED
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Alexander Siafacas 110,500 55,250
Spiros A. Siafacas 29,467 14,734
Christopher R. Palmer 7,367 3,684
</TABLE>
_____________________
(1) All share ownership information was provided to the Company by the Selling
Stockholders.
(2) Each Selling Stockholder beneficially owns less than 1% of the total number
of shares of Common Stock outstanding.
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Since the consummation of the MSU Merger Agreement in March 1997, Mr.
Alexander Siafacas has held the position of Vice President and General Manager
of MSU and Mr. Christopher Palmer has held the position of Vice President of
Operations of MSU.
SALE OF SHARES
The sale of the Shares by the Selling Stockholders may be effected from
time to time (i) in transactions (which may include block sales) on the New York
Stock Exchange, (ii) in negotiated transactions, or (iii) through a combination
of such methods of sale, at fixed prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the Shares
for which such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer may be
in excess of customary compensation).
The Selling Stockholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(l1) of the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principals might be deemed to be
underwriting discounts and commissions under the Securities Act. The Company
has agreed to indemnify the Selling Stockholders against certain liabilities,
including liabilities under the Securities Act as underwriters or otherwise.
The Company has agreed, among other things, to bear all expenses in
connection with the registration of the Shares being offered by the Selling
Stockholders.
In recognition of the fact that the Selling Stockholders, even though
acquiring the Shares with no view towards distribution, may wish to be legally
permitted to sell all or a portion of their Shares when they deem appropriate,
the Company has filed with the Commission a Registration Statement on Form S-3
under the Securities Act with respect to the resale of the Shares from time to
time on the New York Stock Exchange or in negotiated transactions, and has
agreed to prepare and file such amendments and supplements to the Registration
Statement as may be necessary to keep the Registration Statement effective until
all the Shares offered hereby have been sold pursuant thereto or until such
Shares are no longer, by reason of Rule 144(k) under the Securities Act or any
other rule of similar affect, required to be registered for the sale thereof by
the Selling Stockholders. This Prospectus forms a part of such Registration
Statement.
LEGAL OPINION
The legality of the Shares being offered hereby is being passed upon for
NDC by Alston & Bird LLP, Atlanta, Georgia. Neil Williams, a partner of Alston &
Bird LLP, is a director and stockholder of NDC.
EXPERTS
The consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended May 31, 1997 incorporated by reference in
this Prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
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<PAGE>
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No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company or the Selling
Stockholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, to any person in any jurisdiction in which such
offer to sell or solicitation is not authorized, or in which the person making
such offer or solicitation is not qualified to do so, or to any person to whom
it is unlawful to make such offer or solicitation.
-------------------------
TABLE OF CONTENTS
Page
Available Information............ 2
Incorporation of Certain
Documents by Reference......... 2
The Company...................... 3
Recent Developments.............. 3
Risk Factors..................... 4
Selling Stockholders............. 7
Sale of Shares................... 8
Legal Opinion.................... 8
Experts.......................... 8
-------------------------
================================================================================
================================================================================
73,668 SHARES
NATIONAL DATA CORPORATION
COMMON STOCK
-------------------------
January ___, 1998
-------------------------
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration fee to Securities and Exchange Commission.. $ 885
Accounting fees and expenses............................ 1,000
Legal fees and expenses................................. 1,000
Miscellaneous expenses.................................. 0
Total.............................................. $2,885
The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated. The Company has agreed to bear all expenses
in connection with the registration of the Shares being offered by the Selling
Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Bylaws provide for indemnification of directors and
officers of the Registrant to the full extent permitted by Delaware law.
Section 145 of the General Corporation Law of the State of Delaware
provides generally that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at its request in
such capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
In addition, pursuant to the authority of Delaware law, the Certificate of
Incorporation of the Registrant also eliminates the monetary liability of
directors to the fullest extent permitted by Delaware law. Although the
Certificate of Incorporation of the Registrant does not specifically address
indemnification of directors for liabilities arising under federal securities
laws, indemnification and any limitations on indemnification for such
liabilities would be determined based upon the authority of Delaware law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Registration Statement:
II-1
<PAGE>
(a) Exhibits (See exhibit index immediately preceding the exhibits for the
page number where each exhibit can be found)
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
3.1 Certificate of Incorporation, as amended (included as Exhibit 4(a)
to the Registrant's Registration Statement on Form S-8 (Registration
No. 333-05427), previously filed with the Commission and
incorporated by reference herein)
3.2 Certificate of Amendment to Certificate of Incorporation of the
Registrant, dated October 28, 1996 (filed as Exhibit 3.1 to the
Registrant's Current Report on Form 8-K dated October 29, 1996, file
No. 001-12392, and incorporated herein by reference).
3.3 Amended Certificate of Designations of the Registrant, dated October
28, 1996 (filed as Exhibit 3.2 to the Registrant's Current Report on
Form 8-K dated October 29, 1996, file No. 001-12392, and
incorporated herein by reference).
3.4 Bylaws, as amended (included as Exhibit 3(ii) to the Registrant's
Form 10-K for the fiscal year ended May 31, 1991, previously filed
with the Commission and incorporated by reference herein)
3.5 Amendment to Bylaws (included as Exhibit 3(iii) to the Registrant's
Form 10-K for the fiscal year ended May 31, 1996, previously filed
with the Commission and incorporated by reference herein)
4.1 See Exhibits 3.1 through 3.5 for provisions of the Certificate of
Incorporation and Bylaws of the Registrant defining rights of
holders of Common Stock of the Registrant
4.2 Rights Agreement (included as Exhibit 1 to the Registrant's Form 8-A
filed with the Commission on January 22, 1991, as amended on October
5, 1993 (file No. 001-12392) and incorporated by reference herein)
5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (contained in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included on signature page hereof)
(b) Financial Statement Schedules
Schedules are omitted because they are not required or are not applicable,
or the required information is shown in the financial statements or notes
thereto.
ITEM 17. UNDERTAKINGS.
(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:
II-2
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(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 the 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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Section
do not apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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 initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(4) If the registrant is a foreign private issuer, to file a post-effective
amendment to the Registration Statement to include any financial statements
required by Rule 3-19 of this chapter at the start of any delayed offering
or throughout a continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Securities Act need not be
furnished, provided, that the registrant includes in the prospectus, by
means of a post-effective amendment, the financial statements required
pursuant to this paragraph (a)(4) and other information necessary to insure
that all other information in the prospectus is at least as current as the
date of those financial statements. Notwithstanding the foregoing, with
respect to Registration Statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information required
by Section 10(a)(3) of the Securities Act or Rule 3-19 of this Chapter if
such financial statements and information are contained in periodic reports
filed with or furnished with the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
(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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed the
initial bona fide offering thereof.
II-3
<PAGE>
(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 foregoing provisions, 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.
(i) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on January 20, 1998.
NATIONAL DATA CORPORATION
By: /s/ E. Michael Ingram
---------------------
E. Michael Ingram
Senior Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Robert A. Yellowlees and E. Michael Ingram, and
either of them (with full power in each to act alone), as true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement and any registration statement to be filed pursuant to
Rule 462(b) under the Securities Act of 1933 for the purpose of registering
additional shares of Common Stock for the same offering covered by this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 20, 1998.
SIGNATURE TITLE
- --------- -----
/s/ Robert A. Yellowlees Chairman of the Board and
- ------------------------
Robert A. Yellowless Chief Executive Officer
(Principal Executive Officer)
/s/ Robert Walker Chief Financial Officer
- ------------------------
Robert Walker (Principal Financial and Accounting Officer)
/s/ Edward L. Barlow Director
- ------------------------
EDWARD L. BARLOW
/s/ J. Veronica Biggins Director
- ------------------------
J. Veronica Biggins
/s/ James B. Edwards Director
- ------------------------
James B. Edwards
/s/ Don W. Sands Director
- ------------------------
Don W. Sands
/s/ Neil Williams Director
- ------------------------
Neil Williams
II-5
<PAGE>
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
www.alston.com
EXHIBIT 5.1
January 20, 1998
National Data Corporation
National Data Plaza
Atlanta, Georgia 30329
Re: 73,668 shares of the common stock of National Data Corporation,
par value $.125 per share, to be registered on a Registration
Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to National Data Corporation, a Delaware
corporation (the "Company"), in connection with the filing of the above-
referenced Registration Statement (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") to register under the
Securities Act of 1933, as amended (the "Act"), 73,668 shares (the "Shares") of
the Company's Common Stock, par value $.125 per share (the "Common Stock"), for
sale by certain stockholders of the Company (the "Selling Stockholders").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the Certificate of Incorporation of the Company, as
amended, the Bylaws of the Company, as amended, records of proceedings of the
Board of Directors, or committees thereof, and the stockholders of the Company
deemed by us to be relevant to this opinion letter and the Registration
Statement. We also have examined originals or copies, certified or otherwise
identified to our satisfaction, of such other corporate records of the Company,
such other agreements and instruments, such certificates of public officials,
officers of the Company, the Selling Stockholders and other persons, and such
other documents as we have deemed necessary or appropriate as a basis for the
opinions hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity and completeness of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
conformed, photostatic or facsimile copies, and the authenticity of the
originals of such copies, and we have assumed all certificates of public
officials to have been properly given and to be accurate.
<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 20, 1998
Page 2
As to factual matters relevant to this opinion letter, we have relied
upon the representations and warranties as to factual matters contained in
certificates and statements of officers of the Company and certain public
officials. Except to the extent expressly set forth herein, we have made no
independent investigations with regard thereto, and, accordingly, we do not
express any opinion as to matters that might have been disclosed by independent
verification.
On the basis of the foregoing, and subject to the limitations set
forth herein, we are of the opinion that, the Shares have been validly issued,
fully paid and nonassessable by the Company under the Delaware General
Corporation Law 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 any related registration statement subsequently
filed by the Company pursuant to Rule 462(b) of the Act 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 Act 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 fourth
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
--------------------
Partner
<PAGE>
EXHIBIT 23.2
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.
Arthur Andersen LLP
Atlanta, Georgia
January 22, 1998
