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): February 1, 2001
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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 its charter)
DELAWARE 58-0977458
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(State or other jurisdiction of (IRS Employer
incorporation) 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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N/A
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(Former name, former address and former fiscal year, if
changed since last year)
Item 9. Regulation FD Disclosure
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With the completion of the spin-off of Global Payments Inc. from National Data
Corporation, many investors and analysts have requested that we update our
previous earnings per share guidance for dilution due to stock options
outstanding. Accordingly, we are providing the following information in
accordance with the SEC's Regulation FD - "Fair Disclosure":
We expect that our diluted earnings per share for the fiscal year ending
May 31, 2001, excluding discontinued operations, restructuring and impairment
charges, and the results of the businesses divested in the past 15 months, will
be in the range of $0.97, plus or minus two percent. Based on our outstanding
stock options and the average market price of the stock on January 31, 2001, we
expect the impact of stock options, if exercised, to be an additional 900,000 to
1,050,000 shares outstanding for the calculation of diluted earnings per share
for the year ending May 31, 2001. The inclusion of convertible debt is
antidilutive at this level of earnings. Therefore, the above expectations do not
include convertible debt.
This information should be read in conjunction with the management's discussion
and analysis included in our quarterly report on Form 10-Q for the quarter ended
November 30, 2000, and our current report on Form 8-K filed on December 20,
2000.
Forward-Looking Information
When used in this Current Report on Form 8-K, in documents incorporated
herein and elsewhere by management of National Data Corporation ("NDCHealth" or
the "Company"), from time to time, the words "believes," "anticipates,"
"expects," "intends," "plans" and similar expressions and statements that are
necessarily dependent on future events are intended to identify forward-looking
statements concerning the Company's business operations, economic performance
and financial condition, including in particular, the Company's business
strategy and means to implement the strategy, the Company's objectives, the
amount of future capital expenditures, the likelihood of the Company's success
in developing and introducing new products and expanding its business, and the
timing of the introduction of new and modified products or services. For such
statements, the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995 is applicable
and invoked. Such statements are based on a number of assumptions, estimates,
projections or plans that are inherently subject to significant risks,
uncertainties and contingencies that are subject to change. Actual revenues,
revenue growth and margins will be dependent upon all such factors and their
results subject to risks related to the implementation of changes by the
Company, the failure to implement changes, and customer acceptance of such
changes or lack of change. Actual results of events could differ materially
from those anticipated in the Company's forward-looking
statements as a result of a variety of factors, including: (a) those set forth
in Exhibit 99.1 to the Registrant's Annual Report on Form 10-K for the period
ended May 31, 2000 which are incorporated herein by this reference; (b) those
set forth elsewhere herein; (c) those set forth from time to time in the
Company's press releases and reports and other filings made with the Securities
and Exchange Commission; and (d) those set forth from time to time in the
Company's analyst calls and discussions. The Company cautions that such factors
are not exclusive. Consequently, all of the forward-looking statements made
herein are qualified by these cautionary statements and 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 obligation to update
forward-looking or other statements or to publicly release the results of any
revisions of such 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
Corporate Controller
(Chief Accounting Officer)
Date: February 7, 2001