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): March 22, 2000
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Commission File No. 001-12392
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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 (IRS Employer
incorporation or organization) Identification Number)
National Data Plaza, Atlanta, Georgia 30329-2010
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(Address of principal executive offices) (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 5. Other Events
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On March 22, 2000, National Data Corporation announced earnings for the fiscal
third quarter ending February 29, 2000, as well as a decision to divest its
Physician and Hospital Support Services ("PHSS") business. A copy of the press
release, with related attachments, is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
The decision to divest PHSS follows board decisions made last quarter. These
decisions were to create separate eHealth and eCommerce companies and to
increase focus on its core business areas. Related to that decision,
the board also decided to evaluate strategic alternatives for the Health
Management Services business. Accordingly, the board has decided to pursue the
divestiture of PHSS and to place the business into a discontinued operations
category.
Additionally, the Company has prepared restated statements of income for the
fiscal year ended May 31, 1999 and the nine months ended February 29, 2000,
excluding the discontinued operations, with a note explaining the discontinued
operations. These restated financial statements and note are filed herewith as
Exhibit 99.2 and are incorporated herein by this reference.
Item 7. Financial Statements and Exhibits
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(c) 99.1 Press Release, with related attachments, dated March 22, 2000,
announcing earnings for the fiscal third quarter ending February 29,
2000, as well as a decision to divest its PHSS business.
99.2 Discontinued operations note, Unaudited Restated Consolidated
Statements of Income for the fiscal year ended May 31, 1999 and the
nine months ended February 29, 2000 (by quarter) including and
excluding Restructuring Charges, share assumptions used in calculating
earnings per share, and Segment Information (Unaudited) for the nine
month periods ended February 29, 2000 and February 28, 1999.
When used in this report, press releases, and elsewhere by management of
National Data Corporation, from time to time, the words "believes."
"anticipates," "expects," and similar expressions are intended to identify
forward-looking statements concerning the Company's operations, economic
performance and financial condition, including in particular, the Company's
ability to realize the benefits of the change in our business, the write-offs,
and the charges, including growth in revenue and earnings. These statements are
based on a number of assumptions and estimates that are inherently subject to
significant uncertainties and contingencies, many of which are beyond the
control of the Company, and reflect future business decisions which are subject
to change. A variety of
factors could cause actual results to differ materially from those anticipated
in the Company's forward-looking statements, some of which include competition
in the market for the Company's services, continued expansion of the Company's
product and service offerings, product demand, market and customer acceptance,
the effect of economic conditions, competition, pricing, development
difficulties, the ability to consummate and integrate acquisitions, and other
risk factors that are discussed from time to time in the Company's Securities
and Exchange Commission ("SEC") reports and other filings. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. The Company undertakes no obligations to publicly
release the results of any revisions to these 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.
SIGNATURES
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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 hereunto duly authorized.
NATIONAL DATA CORPORATION
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(Registrant)
By: /s/ David H. Shenk
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David H. Shenk
Interim Chief Financial Officer
(Principal Financial Officer
and Chief Accounting Officer)
Date: March 30, 2000
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