S-8 1 0001.txt FORM S-8 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) _____________________________
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 -------------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------------
______________________________ (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). 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. 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 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 (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 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 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 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 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