-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T4kW5pMsY4kP+6fa3/KEPKPQehylgNzRaFInlMINZTsugOR2T2WsJs7CS3fMDEus 5eUIr8pi2PPBcji4oDW94Q== 0000070033-96-000006.txt : 19961030 0000070033-96-000006.hdr.sgml : 19961030 ACCESSION NUMBER: 0000070033-96-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960531 FILED AS OF DATE: 19961029 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL DATA CORP CENTRAL INDEX KEY: 0000070033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 580977458 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12392 FILM NUMBER: 96649202 BUSINESS ADDRESS: STREET 1: NATIONAL DATA COPRORATION STREET 2: NATIONAL DATA PLAZA CITY: ATLANTA STATE: GA ZIP: 30329 BUSINESS PHONE: 4047282000 MAIL ADDRESS: STREET 1: NATIONAL DATA PLZ CITY: ATLANTA STATE: GA ZIP: 30329-2010 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required] For the fiscal year ended May 31, 1996 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period from __________ to _________. Commission File No. 001-12392 NATIONAL DATA CORPORATION (Exact name of registrant as specified in its charter) Delaware 58-977458 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) National Data Plaza Atlanta, Georgia 30329-2010 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(404) 728-2000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock, Par Value $.125 Per Share The New York Stock Exchange, Inc. Junior Preferred Stock Purchase Rights The New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___. Indicate by check mark if disclosure of delinquent filer pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ x ] The aggregate market value of the voting stock held by non-affiliates of the registrant was $1,072,109,235 based upon the last reported sale price on The New York Stock Exchange on August 26, 1996 using beneficial ownership of stock rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting stock owned by all directors and officers of the registrant, some of whom may not be held to be affiliates upon judicial determination. The number of shares of the registrant's common stock, par value $.125, outstanding as of August 26, 1996 was 25,940,956 shares. DOCUMENTS INCORPORATED BY REFERENCE Document Form 10-K Portions of the Company's Definitive Proxy Part III Statement relating to the 1996 Annual Meeting of Stockholders to be held on October 24, 1996 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) The following consolidated financial statements for the Registrant and its subsidiaries appear in Appendix A to this report and are filed as a part hereof: Consolidated Statements of Income for the three fiscal years ended May 31, 1996. Consolidated Balance Sheets at May 31, 1996 and 1995. Consolidated Statements of Changes in Stockholders' Equity for the three fiscal years ended May 31, 1996. Consolidated Statement of Cash Flows for the three fiscal years ended May 31, 1996. Notes to Consolidated Financial Statements. Report of Independent Public Accountants (a)(2) Other than as described below, Financial Statement Schedules are not filed with this Report because the Schedules are either inapplicable or the required information is presented in the Financial Statements or Notes thereto. The following Schedule is filed in Appendix A as a part hereof: Consolidated Schedule V - Valuation and Qualifying Accounts. Report of Independent Public Accountants as to Schedule (a)(3) Exhibits 2(i) Asset Purchase and Contribution Agreement, as amended, dated as of February 22, 1996 among Registrant, MasterCard International Incorporated and POS Acquisition Company LLC (filed as Exhibits 2.1 and 2.2 to the Registrant's Current Report on Form 8-K dated April 15, 1996, File No. 001-12392, and incorporated herein by reference.) (ii) Agreement and Plan of Merger dated as of April 15, 1996 by and among the Registrant, NDC Merger Corp. and C.I.S. Technologies, Inc. (included as Annex A to the Proxy Statement/Prospectus included in the Registrant's Registration Statement on Form S-4, Registration No. 333-2705, filed April 22, 1996, as amended on April 30, 1996, and incorporated herein by reference.) (3)(i) 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). (ii) 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. 03966, and incorporated herein by reference). (iii) 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) Rights Agreement, dated as of January 18, 1991, between the Registrant and Trust Company Bank, as amended on June 18, 1992 to substitute Wachovia Bank of North Carolina, N.A. as Rights Agent (incorporated by reference from Exhibit 2 to the Registrant's Registration Statement on Form 8-A as filed on October 5, 1993.) (10)(i) Operating Agreement of Global Payment Systems LLC dated March 31, 1996 between MasterCard International Incorporated, GPS Holding Limited Partnership, National Data Corporation of Canada, Ltd., National Data Corporation, NDC International, Ltd. And National Data Payment Systems, Inc. (ii) Registration Rights Agreement dated April 1, 1996 between Global Payment Systems LLC and MasterCard International Incorporated. (iii) Credit Agreement dated as of July 16, 1996 between Global Payment Systems LLC and the First National Bank of Chicago, as Agent. (iv) Credit Agreement dated as of May 31, 1996 between the Registrant and Wachovia Bank of Georgia, N.A., as Agent. (iv)(a) Amendment No. 1, effective as of May 31, 1996, to Credit Agreement dated as of May 31, 1996 between the Registrant and Wachovia Bank of Georgia, N.A., as Agent. Executive Compensation Plans and Arrangements (v) Form of Executive Severance Compensation Agreement with certain executive officers (filed as Exhibit 10(ii) to the Registrant's Annual Report on Form 10-K for the year ended May 31, 1986, File No. 001-12392, and incorporated herein by reference.) (vi) Non-Employee Directors Stock Option Plan (filed as Exhibit 10(iv) to the Registrant's Annual Report on Form 10-K for the year ended May 31, 1987, File No. 03966, and incorporated herein by reference.) (vii) 1995 Non-Employee Director Compensation Plan. (viii) Renewal Employment Agreement effective as of May 18, 1995 between Robert A. Yellowlees and the Registrant (filed as Exhibit 10(x) to the Registrant's Annual Report on Form 10-K for the year ended May 31, 1994, File No. 001-12392, and incorporated herein by reference.) (ix) Amended and Restated Retirement Plan for Non-Employee Directors, dated as of April 20, 1994 (filed as Exhibit 10(xii) to the Registrant's Annual Report on Form 10-K for the year ended May 31, 1994, File No. 001-12392, and incorporated herein by reference.) (x) Amendment to Amended and Restated Retirement Plan for Non-Employee Directors (filed as Exhibit 4(xi) 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). (xi) 1983 Restricted Stock Plan, as amended (incorporated by reference from Exhibit 10 to the Registrant's Registration Statement on form S-8, No. 333- 05451). (xii) 1987 Stock Option Plan, as amended (incorporated by reference from Exhibit 10 to the Registrant's Registration Statement on form S-8, No. 333- 05449). (xiii) Amended and Restated C.I.S. Technologies, Inc. Stock Option Plan (incorporated by reference from Exhibit 10(a) to the Registrant's Registration Statement on Form S-8, No. 333-05427). (xiv) Amended and Restated C.I.S. Technologies, Inc. Employee Stock Option Plan (incorporated by reference from Exhibit 10(b) to the Registrant's Registration Statement on Form S-8, No. 333-05427). (xv) C.I.S. Technologies, Inc. HCC Management Stock Option Plan (incorporated by reference from Exhibit 10(c) to the Registrant's Registration Statement on Form S-8, No. 333-05427). (xvi) C.I.S. Technologies, Inc. 1995 Directors' Stock Option Plan (incorporated by reference from Exhibit 10(d) to the Registrant's Registration Statement on Form S-8, No. 333-05427). (xvii) C.I.S. Technologies, Inc. 1995 Stock Incentive Plan (incorporated by reference from Exhibit 10(e) to the Registrant's Registration Statement on Form S-8, No. 333-05427). (21) Subsidiaries of the Registrant. (23) Consent of Independent Public Accountants (included in Appendix A, page A-43). (27) Financial Data Schedule (for SEC use only). (b) The Registrant filed Current Reports on Form 8-K dated April 16, 1996, in which it reported under Item 2 - "Acquisition or Disposition of Assets," and May 31, 1996, in which it reported under Item 2 - "Acquisition or Disposition of Assets". (c) The Exhibits to this Report are listed under Item 14(a)(3) above. (d) The Financial Statement Schedule to this Report is listed under Item 14(a)(2) above. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, National Data Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NATIONAL DATA CORPORATION By: /s/ E. Michael Ingram E. Michael Ingram, General Counsel and Secretary By: /s/ M. P. Stevenson M. P. Stevenson, Interim Chief Financial Officer Date: October 29, 1996 NATIONAL DATA CORPORATION FORM 10-K INDEX TO EXHIBITS Exhibit Numbers Description 10(i) Operating Agreement of Global Payment Systems LLC ** 10(ii) Registration Rights Agreement ** 10(iii) Credit Agreement dated July 16, 1996 ** 10(iv) Credit Agreement dated May 31, 1996 ** 10(iv)(a) Amendment No. 1, effective as of May 31, 1996 21 Subsidiaries of the Registrant ** (included in Appendix A). 23 Consent of Independent Public Accountants ** (included in Appendix A). 27 Financial Data Schedule (for SEC use only) ** ** - Exhibit originally filed with the Registrant's Form 10-K on August 29, 1996 are not affected by this Form 10-K/A. EX-10.VI(A) 2 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated effective as of the 31st day of May, 1996, among NATIONAL DATA CORPORATION, a Delaware corporation (the "Borrower"), the banks (the "Banks") party to the Credit Agreement referred to below, and WACHOVIA BANK OF GEORGIA, N.A., a national banking association, acting in its capacity as agent for itself and for the other Banks (in such capacity, the "Agent"). W I T N E S S E T H: WHEREAS, the Borrower, the Banks and the Agent executed and delivered that certain $50,000,000 Credit Agreement, dated as of even date herewith (the "Credit Agreement"); WHEREAS, the Borrower has requested and the Banks and the Agent have agreed to certain amendments to the Credit Agreement, subject to the terms and conditions hereof; NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto, the Borrower, the Banks and the Agent hereby covenant and agree as follows: 1. Definitions. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein", and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby. 2. Amendment to Section 4.04(b). Section 4.04(b) of the Credit Agreement hereby is amended by deleting the same in its entirety and substituting the following in lieu thereof: (b) Since February 29, 1996, there has been no event, act, condition or occurrence having a Material Adverse Effect. The Agent and the Banks acknowledge and agree that those certain restructuring and asset impairment charges against the assets of the Borrower and its Subsidiaries to be reflected in the financial statements for and incurred solely for the period of the Fiscal Quarter 1 ending either May 31, or August 31, 1996, in an amount not to exceed (i) $44,100,000 with respect to the Borrower and its Subsidiaries, and (ii) $48,000,000 with respect to the Borrower and its Subsidiaries, and GPS and Comerica on a combined basis (the "Asset Impairment Charges") shall not constitute a Material Adverse Effect. 3. Restatement of Representations and Warranties. The Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof and with specific reference to this Amendment and all other loan documents executed and/or delivered in connection herewith. 4. Effect of Amendment. Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Loan Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding and enforceable obligations of the Borrower. The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein. 5. Ratification. The Borrower hereby restates, ratifies and reaffirms each and every term, covenant and condition set forth in the Credit Agreement and the other Loan Documents effective as of the date hereof. 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. 7. Section References. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby. 8. No Default. To induce the Banks and the Agent to enter into this Amendment and to continue to make advances pursuant to the Credit Agreement, the Borrower hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists (i) no Default or Event of Default and (ii) no right of offset, defense, counterclaim, claim or objection in favor of the Borrower arising out of or with respect to any of the obligations arising under the Credit Agreement or the other Loan Documents. 9. Further Assurances. The Borrower agrees to take such further actions as the Agent shall reasonably request in 2 connection herewith to evidence the amendments herein contained to the Credit Agreement. 10. Governing Law. This Amendment shall be governed by and construed and interpreted in accordance with, the laws of the State of Georgia. 11. Conditions Precedent. The following shall constitute express conditions precedent to the delivery of this Amendment by the Banks and the Agent: receipt by the Agent from each of the parties hereto of a duly executed counterpart of this Amendment. IN WITNESS WHEREOF, the Borrower, the Banks and the Agent have caused this Amendment to be duly executed, under seal, by their respective duly authorized officers as of the day and year first above written. NATIONAL DATA CORPORATION (SEAL) By: /s/ E. Michael Ingram Title: Secretary WACHOVIA BANK OF GEORGIA, N.A., (SEAL) in its capacity as a Bank and as the Agent By: /s/ William B. Nixon Title: Vice President THE FIRST NATIONAL BANK OF CHICAGO (SEAL) By: /s/ Ed A. Adams Title: Corporate Banking Officer SUNTRUST BANK, ATLANTA (SEAL) By: /s/ Dennis H. James Title: AVP By: /s/ J. Christopher Deisley Title: FVP 4 ACKNOWLEDGMENT AND CONSENT OF GUARANTORS Each of the undersigned hereby (i) acknowledges receipt of the foregoing Amendment, (ii) consents thereto, (iii) agrees to be bound thereby, and (iv) restates and affirms its respective obligations under its respective Subsidiary Guaranty executed and delivered in favor of the Agent (for the ratable benefit of the Banks) without defense, counterclaim or set-off. NDC FEDERAL SYSTEMS, INC., a Delaware corporation By: /s/ E. Michael Ingram ZADALL SYSTEMS GROUP, INC., a Title: VP & General Counsel Texas corporation NDC INTERNATIONAL, LTD., a By: /s/ E. Michael Ingram Georgia corporation Title: VP & General Counsel By: /s/ E. Michael Ingram LEARNED-MAHN, INC., an Idaho Title: VP & General Counsel corporation NATIONAL DATA PAYMENT SYSTEMS, By: /s/ E. Michael Ingram INC., a New York corporation Title: VP & General Counsel By: /s/ E. Michael Ingram GLOBAL PAYMENT HOLDING Title: VP & General Counsel COMPANY, a Georgia corporation NATIONAL DATA REALTY, INC., a By: /s/ E. Michael Ingram Georgia corporation Title: Treasurer & General Counsel By: /s/ E. Michael Ingram GPS HOLDING LIMITED Title: VP & General Counsel PARTNERSHIP, a Georgia limited partnership NATIONAL DATA CORPORATION OF By: National Data Corporation, CANADA,A LTD., a limited its general partner liability company organized pursuant to the laws of Ontario By: /s/ E. Michael Ingram Title: Secretary By: /s/ E. Michael Ingram Title: VP & General Counsel C.I.S. TECHNOLOGIES, INC. NDC YES CHECK, INC., a Georgia corporation By: /s/ Philip D. Kurtz Title: CEO By: /s/ E. Michael Ingram Title: VP & General Counsel C.I.S., INC. NDC CHECK SERVICES, INC., an By: /s/ Philip D. Kurtz Illinois corporation Title: President By: /s/ E. Michael Ingram Title: VP & General Counsel AMSC, INC. By: /s/ Thomas G. Noulles Title: VP AMSC MIDWEST, INC. By: /s/ Thomas G. Noulles Title: VP CLINLAB, INC. By: /s/ Thomas G. Noulles Title: VP -----END PRIVACY-ENHANCED MESSAGE-----