SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 1996
Commission File No. 001-12392
NATIONAL DATA CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 58-0977458
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
National Data Plaza, Atlanta, Georgia 30329-2010
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(Address of principal executive office (Zip Code)
Registrant's telephone number, including area code 404-728-2000
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NONE
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(Former name, former address and former fiscal year, if
changed since last year)
Item 2. Acquisition or Disposition of Assets
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On December 31, 1996, the Company acquired the capital stock of Health
Communication Services, Inc. ("HCS"). The stock was purchased from
Consolidated Healthcare, Inc., a subsidiary of Blue Cross and Blue Shield
of Virginia, pursuant to a Stock Purchase Agreement ("Agreement") dated as
of December 5, 1996. The purchase price paid for the HCS shares was
$77,000,000 (subject to a final purchase price adjustment pursuant to
Article 2.3 of the Agreement), funded from the Company's cash and cash
equivalents. The net assets acquired consisted of tangible personal
property, leased personal and real property, working capital, customer
contracts, assembled work force and the goodwill of the business.
The acquisition of Health Communication Services, Inc. will be accounted
for using the purchase method of accounting. The Company is in the process
of receiving an independent appraisal of the value of the assets acquired.
HCS provides electronic data interchange ("EDI") services including
electronic claims processing, remittance advice and funds transfers, and
eligibility and benefit verification processing between health care
participants, including hospitals, physicians, and health care payors.
Item 7. Financial Statements and Exhibits
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The following financial statements, pro forma financial information and
exhibits are filed as part of this report.
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibit.
Exhibit No. Description
2 Stock Purchase Agreement dated December 5,
1996 (Pursuant to the regulations (the
"Regulations") under the Securities and Exchange
Act of 1934, as amended, the Registrant has
omitted all schedules and similar attachments to
the Stock Purchase Agreement. The Registrant
agrees to furnish upon the request of the
Commission and in accordance with the Regulations,
copies of all such schedules and similar
attachments.)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL DATA CORPORATION
(Registrant)
Date: January 14, 1997 By: /s/ M.P. Stevenson, Jr.
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M.P. Stevenson, Jr.
Interim Chief Financial Officer