<PAGE>
As filed with the Securities and Exchange Commission on November 22, 2000
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
1997 STOCK OPTION PLAN
NATIONAL DATA CORPORATION
2000 LONG-TERM INCENTIVE PLAN
NATIONAL DATA CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
(Plan names)
Suellyn P. Tornay
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 1,228,000 $35.875 $ 44,054,500 $11,630.39
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.125 par value 7,000,000 $35.875 $251,125,000 $66,297.00
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.125 par value 1,500,000 $35.875 $ 53,812,500 $14,206.50
--------------------------------------------------------------------------------------------------------------------
</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 National Data Corporation 1997 Stock Option Plan, the
National Data Corporation 2000 Long-Term Incentive Plan and the National
Data Corporation 2000 Employee Stock Purchase Plan (the "Plans").
(2) Based on the average of the high and low price of shares of the Registrant's
common stock reported on the New York Stock Exchange on November 21, 2000,
pursuant to Rule 457(c) and (h).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
We will provide the documents constituting Part I of this registration
statement to participants in the Plans as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant (File No. 001-12392) are hereby
incorporated by reference into this Registration Statement:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year ended
May 31, 2000, filed with the Commission on August 29, 2000;
(2) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
August 31, 2000, filed with the Commission on October 13, 2000;
(3) the Registrant's two Current Reports on Form 8-K, filed with the
Commission on November 9, 2000;
(4) the Registrant's Current Report on Form 8-K, filed with the Commission
on November 21, 2000;
(5) the description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A as filed with the Commission on
October 5, 1993; and
(6) the description of NDC Series A Junior Participating Preferred Stock
contained in the Registrant's Registration Statement on Form 8-A as
filed with the Commission on January 22, 1991, as amended on October 5,
1993.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act subsequent to May 31, 2000 and 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. Not applicable.
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.
<PAGE>
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
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) 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) Certificates of Amendment to Certificate of Incorporation of the
Registrant, dated March 22, 1999, May 26, 1999, June 21, 1999 and
June 30, 2000 (filed as Exhibit 3(iv) to the Registrant's Annual
Report on Form 10-K for the year ended May 31, 2000, file No. 001-
12392, and incorporated herein by reference).
4(e) 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(f) 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).
II-2
<PAGE>
4(g) Rights Agreement, dated as of January 18, 1991, between the
Registrant and the Rights Agent, as amended (filed as Exhibit 2 to
the Registrant's Registration Statement on Form 8-A, File No. 001-
12392, as filed on October 5, 1993, and incorporated herein by
reference).
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.
99(a) National Data Corporation 1997 Stock Option Plan
99(b) National Data Corporation 2000 Long-Term Incentive Plan (filed as
Exhibit A to the Registrant's Definitive Proxy Statement on Form 14A
for the year ended May 31, 1999, and incorporated herein by
reference).
99(c) National Data Corporation 2000 Employee Stock Purchase Plan
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.
II-3
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to 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-4
<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 26th day of
October, 2000.
NATIONAL DATA CORPORATION
By: /s/ Robert A. Yellowlees
------------------------------
Robert A. Yellowlees
Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ David H. Shenk
------------------------------
David H. Shenk
Interim Chief Financial Officer
and Controller
(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:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert A. Yellowlees Chairman of the Board, President October 26, 2000
--------------------------- and Chief Executive Officer
Robert A. Yellowlees
/s/ J. Veronica Biggins Director October 26, 2000
---------------------------
J. Veronica Biggins
/s/ Neil Williams Director October 26, 2000
---------------------------
Neil Williams
/s/ James F. McDonald Director October 26, 2000
---------------------------
James F. McDonald
II-5
<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) 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) Certificates of Amendment to Certificate of Incorporation of the
Registrant, dated March 22, 1999, May 26, 1999, June 21, 1999
and June 30, 2000 (filed as Exhibit 3(iv) to the Registrant's
Annual Report on Form 10-K for the year ended May 31, 2000, file
No. 001-12392, and incorporated herein by reference).
4(e) 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(f) 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).
4(g) Rights Agreement, dated as of January 18, 1991, between the
Registrant and the Rights Agent, as amended (filed as Exhibit 2
to the Registrant's Registration Statement on Form 8-A, File No.
001-12392, as filed on October 5, 1993, and incorporated herein
by reference).
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.
99(a) National Data Corporation 1997 Stock Option Plan
<PAGE>
99(b) National Data Corporation 2000 Long-Term Incentive Plan (filed
as Exhibit A to the Registrant's Definitive Proxy Statement on
Form 14A for the year ended May 31, 1999, and incorporated
herein by reference).
99(c) National Data Corporation 2000 Employee Stock Purchase Plan
