<PAGE>
 
   As filed with the Securities and Exchange Commission on September 29, 1998

                                                      Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                ---------------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ---------------

                               NOVA CORPORATION
            (Exact name of registrant as specified in its charter)

           Georgia                                               58-2209575
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

          ONE CONCOURSE PARKWAY, SUITE 300, ATLANTA, GEORGIA, 30328 
         (Address of principal executive offices, including zip code)

             NOVA CORPORATION 1996 EMPLOYEES STOCK INCENTIVE PLAN

               NOVA CORPORATION 1996 DIRECTORS STOCK OPTION PLAN
 
                           (Full title of the plans)
                          --------------------------
 
                                  COPIES TO:
 
             JAMES M. BAHIN                           DAVID M. CALHOUN, ESQ.
            NOVA CORPORATION                        LONG ALDRIDGE & NORMAN LLP
          ONE CONCOURSE PARKWAY                        303 PEACHTREE STREET
               SUITE 300                                    SUITE 5300
          ATLANTA, GEORGIA 30328                      ATLANTA, GEORGIA 30308
  (Name and address of agent for service)                 (404) 527-4000
              (770) 396-1456
  (Telephone number, including area code,
           of agent for service)
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================ 
Title of Securities           Amount to be      Proposed Maximum Offering        Proposed Maximum                Amount of
 to be Registered              Registered          Price Per Share (2)       Aggregate Offering Price (2)    Registration Fee (2) 
=================================================================================================================================
<S>                           <C>               <C>                          <C>                             <C>
Common Stock, $.01
 par value per share
                    
1996 Employees
 Stock Incentive Plan          4,000,000(1)              $29.656                      $118,624,000.00             $34,994.08
 
1996 Directors
 Stock Option Plan               134,250(2)              $29.656                      $  3,981,318.00             $ 1,174.49  
                                  15,750                 $30.3631                     $    478,218.83             $   141.08

Total                          4,150,000                                              $123,083,536.83             $36,309.65
=================================================================================================================================
</TABLE>
<PAGE>
(1)  The shares consist of additional shares of Common Stock of the Registrant
     ("NOVA Common Stock") that may be acquired pursuant to options or awards
     that may be granted in the future pursuant to the NOVA Corporation 1996
     Employees Stock Incentive Plan, as amended (the "Stock Incentive Plan").
     The initial 2,000,000 shares of NOVA Common Stock reserved for issuance
     under the Stock Incentive Plan were registered under a Registration
     Statement (Commission File No. 333-04351) that became effective on May 23,
     1996.  An undetermined number of additional shares may be issued, or the
     shares registered hereunder may be combined into an undetermined lesser
     number of shares, if the antidilution provisions of the Stock Incentive
     Plan become operative.

(2)  The shares represent (i) 15,750 shares of NOVA Common Stock which may be
     acquired pursuant to options outstanding under the NOVA Corporation 1996
     Directors Stock Option Plan (the "Directors Plan") and (ii) 134,250 shares
     of NOVA Common Stock which may be acquired pursuant to options available
     for grant in the future under the Directors Plan.

(3)  The offering price for the 15,750 shares subject to currently outstanding
     options under the Directors Plan are the applicable option exercise prices
     for each currently outstanding option. The exercise price for such options
     varies from $18.125 per share to $32.00 per share with an average exercise
     price of $30.3631 per share and a total exercise price for all options of
     $478,218.83. The offering price of the 134,250 shares which may be acquired
     pursuant to options available for grant in the future under the Directors
     Plan and the 4,000,000 shares which may be acquired pursuant to options
     available for grant in the future under the Stock Incentive Plan is not
     presently determinable. The offering price for such shares is estimated
     pursuant to Rule 457(c) and (h)(1) solely for the purpose of calculating
     the registration fee, and is based upon the average of the high and low
     prices of the NOVA Common Stock on September 23, 1998, as quoted on the New
     York Stock Exchange.


         INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT

     This Registration Statement relates, in part, to the amendment of the Stock
Incentive Plan to increase the number of shares of NOVA Common Stock authorized
to be issued under the Plan from 2,000,000 to 6,000,000.  An earlier
Registration Statement filed on Form S-8 (Commission File No. 333-04351)
covering 2,000,000 shares of NOVA Common Stock issuable under the Stock
Incentive Plan is effective.  Pursuant to General Instruction E to Form S-8, the
contents of the earlier Registration Statement are incorporated herein by
reference.

<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                        
     The documents containing the information specified in the instructions to
Part I of the Registration Statement on Form S-8 will be sent or given to
participants in the Stock Incentive Plan and the Directors Plan as required by
Rule 428(b)(1) of the rules promulgated under the Securities Act of 1933, as
amended. As permitted by the instructions to Part I of the Registration
Statement on Form S-8, such documents are not filed with this Registration
Statement.
<PAGE>
 
EXPLANATORY NOTE: PURSUANT TO GENERAL INSTRUCTION C TO REGISTRATION STATEMENT
ON FORM S-8, THE FOLLOWING "REOFFER PROSPECTUS" MAY BE USED FOR REOFFERS AND
RESALES OF "CONTROL SECURITIES" OR "RESTRICTED SECURITIES" (EACH AS DEFINED IN
GENERAL INSTRUCTION C) GRANTED OR ISSUED UNDER THE NOVA CORPORATION 1996
EMPLOYEES STOCK INCENTIVE PLAN.

PROSPECTUS                     6,000,000  SHARES

                               NOVA CORPORATION

                                 COMMON STOCK

                                ---------------

     This Prospectus relates to reoffers and resales by certain employees,
former employees, affiliates or former affiliates (the "Selling Shareholders")
of NOVA Corporation ("NOVA"), of up to 6,000,000 shares (the "Shares") of NOVA
Common Stock, $.01 par value per share (the "NOVA Common Stock"), that have been
or may in the future be issued as restricted stock or acquired upon the exercise
of options to purchase NOVA Common Stock pursuant to the NOVA Corporation 1996
Employees Stock Incentive Plan (the "Stock Incentive Plan"). The number of
shares offered hereby may be adjusted as a result of events such as stock
splits, stock dividends or similar transactions pursuant to the terms of the
Stock Incentive Plan. NOVA will not receive any proceeds from the sale of the
Shares.

     The sale of the Shares offered hereby may be effected from time to time in
transactions on the New York Stock Exchange or such other national securities
exchange or automated interdealer quotation system on which the shares of NOVA
Common Stock are then listed, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the Shares,
through short sales of Shares, or through a combination of such methods of sale,
at prevailing market prices or at negotiated prices. The Selling Shareholders
must effect such transactions by notifying NOVA in advance of any intended
transaction in order for NOVA to determine compliance with applicable federal
and state securities laws, and then upon receipt of notice from NOVA that such
transaction may proceed. Such transactions may or may not involve brokers or
dealers. Such brokers or dealers may receive compensation in the form of
commissions or otherwise in such amounts as may be negotiated by them. As of the
date of this Prospectus, no agreements have been reached for the sale of the
Shares or the amount of any compensation to be paid to brokers or dealers in
connection therewith. NOVA will bear all expenses in connection with the
registration and sale of the Shares being offered by the Selling Shareholders,
other than commissions, concessions or discounts to brokers or dealers and fees
and expenses of counsel or other advisors to the Selling Shareholders. See "Plan
of Distribution."

     The NOVA Common Stock is listed on the New York Stock Exchange under the
trading symbol "NIS." On September 28, 1998, the last reported sale price for
the shares of NOVA Common Stock on the New York Stock Exchange was $31.1875 per
share.

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
              SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF
                THESE SECURITIES OR PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THIS PROSPECTUS.  ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

              The date of this Prospectus is September 29, 1998.
<PAGE>
 
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTEMPLATED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY NOVA OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NOVA SINCE THE DATE
HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.

                                       2
<PAGE>
 
                               TABLE OF CONTENTS

                                                                         Page
                                                                         ----
AVAILABLE INFORMATION..................................................    4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................    4

THE COMPANY............................................................    6

RISK FACTORS...........................................................    7

SELLING SHAREHOLDERS...................................................   16

PLAN OF DISTRIBUTION...................................................   16

EXPERTS................................................................   17

LEGAL MATTERS..........................................................   17
 

                                       3
<PAGE>
 
                             AVAILABLE INFORMATION

     NOVA is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission").  Proxy statements,
reports and other information concerning NOVA can be inspected and copied at
prescribed rates at the public reference facilities maintained by the Commission
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the regional
offices of the Commission at Seven World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois  60661.  In addition, the reports, proxy statements and other
information can be obtained from the Commission's website at http://www.sec.gov.
The NOVA Common Stock is listed on the New York Stock Exchange.  Reports, proxy
statements and other information concerning NOVA also can be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

     NOVA has filed with the Commission a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of NOVA Common Stock offered
hereby.  This Prospectus, which is a part of the Registration Statement, does
not contain all the information set forth in, or annexed as exhibits to, the
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Commission.  For further information with
respect to NOVA and the Shares offered hereby, reference is made to the
Registration Statement, including the exhibits thereto.  Copies of the
Registration Statement, including exhibits, may be obtained from the
aforementioned public reference facilities of the Commission upon payment of the
prescribed fees or may be examined without charge at such facilities.
Statements contained herein concerning any document filed as an exhibit are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement.  Each such
statement is qualified in its entirety by such reference.

     NOVA will provide without charge to each person to whom a copy of this
Prospectus is delivered, including any beneficial owner of the Shares, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates).  Requests should be directed to: James M.
Bahin, Corporate Secretary, NOVA Corporation, One Concourse Parkway, Suite 300,
Atlanta, Georgia 30328, telephone number (770) 396-1456.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents heretofore filed by NOVA with the Commission are
hereby incorporated herein by reference as of their respective dates.

     (1) NOVA's Annual Report on Form 10-K for the fiscal year ended December
         31, 1997;

     (2) NOVA's Quarterly Report on Form 10-Q for the quarter ended March 31,
         1998;

     (3) NOVA's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1998;

     (4) NOVA's Proxy Statement dated April 20, 1998, relating to its 1998
         Annual Meeting of Shareholders;

                                       4
<PAGE>
 
     (5)  The description of NOVA Common Stock as contained in Item 1 of NOVA's
          Registration Statement on Form 8-A (Registration No. 1-14342), as
          filed with the Commission on May 7, 1996; and

     (6)  The Joint Proxy Statement/Prospectus dated August 20, 1998, included
          in NOVA's Registration Statement on Form S-4 (Registration No. 333-
          61867).

     All reports and documents filed by NOVA  pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from the date of the filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

                                       5
<PAGE>
 
                                  THE COMPANY

GENERAL

     NOVA  is a Georgia corporation with its principal executive offices at One
Concourse Parkway, Suite 300, Atlanta, Georgia 30328.  Its telephone number is
(770) 396-1456.

     The Shares offered hereby have been issued to the Selling Shareholders upon
the exercise of options to purchase NOVA Common Stock.

RECENT TRANSACTION WITH PMT

     Effective September 24,1998, NOVA  and Services, Inc. ("PMT") completed the
merger transactions contemplated by the Agreement and Plan of Merger dated June
17, 1998 (the "Merger Agreement"), between NOVA , Church Merger Corp., a wholly-
owned subsidiary of NOVA  ("Mergerco") and PMT.  The shareholders of NOVA  and
PMT approved the Merger Agreement and the transactions contemplated thereby at
separate special meetings of shareholders held on September 24, 1998.  PMT is an
independent service organization that markets and services electronic credit
card authorization and payment systems to merchants located throughout the
United States.  PMT's operating and growth strategies focus on expanding PMT's
customer base of small- to medium-sized merchants through trade and other
association affiliations, telemarketing, acquiring subsidiary sales forces,
merchant portfolio purchases and the provision of high levels of customer
service.  PMT will continue to operate its business as a wholly-owned subsidiary
of NOVA.

     Pursuant to the Merger Agreement, Mergerco merged (the "Merger") with and
into PMT, with PMT surviving the Merger as a wholly-owned subsidiary of NOVA.
Upon consummation of the Merger, each outstanding share of Common Stock of PMT
("PMT Stock") ceased to be outstanding and was converted into and exchanged for
0.715 shares of NOVA Common Stock.  Additionally, each option or warrant to
purchase PMT Stock outstanding at the effective time of the Merger, whether or
not then exercisable, was converted automatically into an option or warrant to
purchase a number of shares of NOVA Common Stock equal to (A) the number of
shares of PMT Stock issuable upon exercise of the option or warrant multiplied
by (B) 0.715 (the exchange ratio in the Merger).  The number of shares of NOVA
Common Stock issuable upon exercise of the options and warrants will be rounded
to the nearest whole number of shares of NOVA Common Stock.  The exercise price
per share of  NOVA Common Stock issuable upon exercise of the options and
warrants will be equal to (A) the exercise price per share of PMT Stock set
forth in the applicable option or warrant agreement divided by (B) 0.715 and
rounded to the nearest cent.  Pursuant to the terms of the PMT stock option
plans pursuant to which PMT granted the options, all options granted under the
plans which are outstanding at the effective time of the Merger became fully
vested at the effective time of the Merger.  The other terms and conditions of
the options and warrants will be substantially the same as the terms and
conditions of the options immediately prior to the effective time.  The terms of
the Merger Agreement, including the consideration payable by NOVA, was
determined through arms-length negotiations between NOVA and PMT.

     As of the effective time of the Merger, 52,658,644 shares of PMT Stock were
issued and outstanding and approximately 3,260,058 shares of PMT Stock were
issuable upon exercise of outstanding options and warrants to purchase PMT
Stock. As a result, NOVA will issue an aggregate of approximately 37,650,930
shares of NOVA Common Stock in the Merger and has reserved 2,330,941 shares of
NOVA Common Stock for issuance upon exercise of the options and warrants to
purchase PMT Stock. NOVA will issue only whole

                                       6
<PAGE>
 
shares of NOVA Common Stock in the Merger and will pay to former PMT
shareholders cash in lieu of fractional shares of NOVA Common Stock to which
they otherwise are entitled.

     Pursuant to the Merger Agreement, NOVA agreed that at the effective time of
the Merger the Board of Directors of NOVA would consist of 11 directors,
comprised of five directors designated by NOVA (the "NOVA Designated
Directors"), five directors designated by PMT (the "PMT Designated Directors"),
and one other director nominated by NOVA and approved by PMT (the "Nominated
Director"). As a result, the Board of Directors now consists of Edward
Grzedzinski, James M. Bahin, Dr. Henry Kressel, Maurice F. Terbrueggen, Stephen
E. Wall (NOVA Designated Directors), Charles T. Cannada (the Nominated
Director), Richardson M. Roberts, Gregory S. Daily, Stephen D. Kane, Harold L.
Siebert and George M. Miller II (the PMT Designated Directors). Each of the NOVA
Designated Directors and the Nominated Director were directors of NOVA prior to
the Merger and each of the PMT Designated Directors were directors of PMT prior
to the Merger. In order to facilitate the change in composition of the Board
contemplated by the Merger Agreement, at the effective time of the Merger, three
directors of NOVA , Dr. James E. Carnes, U. Bertram Ellis and Joseph P. Landy,
resigned as directors.

     Edward Grzedzinski, the Chairman of the Board, President and Chief
Executive Officer of NOVA prior to the Merger, and James M. Bahin, the Vice
Chairman, Chief Financial Officer and Secretary of NOVA prior to the Merger,
retained their positions with NOVA . Richardson M. Roberts, the Chairman and
Chief Executive Officer of PMT prior to the Merger, was elected as a Vice
Chairman of NOVA's Board of Directors and continues as Chief Executive Officer
of PMT. Gregory S. Daily, the President of PMT prior to the Merger, was elected
as a Vice Chairman of NOVA's Board of Directors and continues as President of
PMT.

     The terms and conditions of the Merger Agreement and the transactions
contemplated thereby, including certain pro forma combined condensed financial
data, are set forth in the Joint Proxy Statement/Prospectus dated August 20,
1998, included in NOVA's Registration Statement on Form S-4 (Registration No.
333-61867), which is incorporated herein by reference.

     In connection with the Merger, NOVA amended its Articles of Incorporation
to increase the number of authorized shares of NOVA Common Stock from 50,000,000
shares to 200,000,000 shares.  The shareholders of NOVA approved the amendment
to the Articles of Incorporation at the special meeting of NOVA's shareholders
held on September 24, 1998.  The shareholders also approved an amendment to the
Stock Incentive Plan to increase the number of shares of NOVA Common Stock
issuable pursuant to the Stock Incentive Plan from 2,000,000 shares to 6,000,000
shares.

                                  RISK FACTORS

     In addition to the other information included or incorporated by reference
in this Prospectus, the following risk factors should be considered carefully in
evaluating an investment in NOVA Common Stock.

     This Prospectus contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 20A of the Exchange Act, which
represent NOVA's expectations or beliefs, including, but not limited to,
statements concerning transaction volume and the impact of acquisitions, joint
ventures and alliances. When used in this Prospectus, the words "may," "could,"
"should," "would," "believe," "anticipate," "estimate," "expect," "intend,"
"plan" and similar terms and/or expressions are intended to identify forward-
looking statements. These statements by their nature involve substantial risks
and uncertainties, certain of which are beyond NOVA's control.  NOVA cautions
that various factors, including the factors described under the 

                                       7
<PAGE>
 
caption "Risk Factors" and those discussed in NOVA's filings with the
Commission, as well as general economic conditions and industry trends could
cause actual results or outcomes to differ materially from those expressed in
any forward-looking statements of NOVA. Any forward-looking statement speaks
only as of the date of this Prospectus, and NOVA undertakes no obligation to
update any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of an unanticipated event. New factors emerge from time to time, and
it is not possible for NOVA to predict all of such factors. Further, NOVA cannot
assess the impact of each such factor on its business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.

VISA AND MASTERCARD REGISTRATION TERMINATION

     NOVA, along with all other nonbank transaction processors, must be
sponsored by a financial institution that is a principal member of the VISA and
MasterCard credit card associations in order to process bankcard transactions.
Through each of Regions Bank, Bank of the West, Mellon Bank, N.A. ("Mellon
Bank"), Firstar Bank U.S.A., N.A. ("Firstar"), KeyBank National Association
("KeyBank") and FUNB, a subsidiary of First Union Corporation, which serve as
member clearing banks for NOVA, NOVA is registered with VISA and MasterCard as a
certified processor and member service provider. PMT is registered as a member
service provider with many of the clearing banks that currently provide
processing services on behalf of PMT. NOVA's designation with VISA and
MasterCard as a certified processor and NOVA's and PMT's status as a member
service provider are dependent upon NOVA's and PMT's continuing adherence to the
standards of the VISA and MasterCard credit card associations. These standards
are set by the respective member financial institutions of VISA and MasterCard,
some of which are competitors of NOVA and PMT. In the event NOVA or PMT fails to
comply with these standards, NOVA's designation as a certified processor or
NOVA's or PMT's status as a member service provider could be suspended or
terminated. There can be no assurance that VISA and MasterCard will maintain
NOVA's and PMT's registrations or that the current VISA and MasterCard rules
allowing NOVA, PMT and other nonbank transaction processors to market and
provide transaction processing services will remain in effect.

     The termination of NOVA's or PMT's member service provider registrations or
NOVA's status as a certified processor, or any changes in the VISA or MasterCard
rules that prevent NOVA's or PMT's registration or otherwise limit NOVA's or
PMT's ability to provide transaction processing and marketing services for VISA
or MasterCard, would have a material adverse effect on NOVA's and PMT's
financial condition and results of operations.

CONVERSION OF PMT MERCHANT PORTFOLIO

     In order to fully realize the anticipated cost savings and synergies
resulting from the Merger, NOVA intends to convert (the "PMT Conversion") a
substantial portion of PMT's merchant portfolio to the processing systems of
NOVA, as well as to NOVA's proprietary telecommunications network (the "NOVA
Network"). However, because PMT, in a manner similar in many respects to NOVA,
utilizes the services of third party processors and third party clearing and
settlement banks, the cooperation of such third parties is critical to a
successful PMT Conversion. Further, such third parties may claim an ownership
interest in certain of the PMT merchant relationships to which they are party,
and those claims, if successful, could impede the PMT Conversion and,
correspondingly, reduce the cost savings and synergies anticipated to be gained
by virtue of the Merger. In the event such third party claims arise or such
third parties refuse or fail to cooperate in the PMT Conversion, the resulting
inability to achieve anticipated cost savings and synergies from the Merger
could have a material adverse effect on NOVA.

                                       8
<PAGE>
 
RISKS ASSOCIATED WITH THE MERGER AND ACQUISITION STRATEGY

     Increased Consolidation in the Marketplace. A material element of NOVA's
growth strategy is the purchase of additional merchant portfolios and
acquisition of operating businesses and transaction processing assets in order
to facilitate growth, expand NOVA's distribution channels and create greater
economies of scale. NOVA faces significant competition from other transaction
processors and independent service organizations ("ISOs") for available
acquisition, joint venture and alliance opportunities. This competition has an
impact on the price and availability of acquisitions, joint ventures and
alliances. In addition, community and regional banks, whose transaction
processing businesses have been NOVA's primary source of acquisition
opportunities, in recent years have been undergoing extensive consolidation
reflective of underlying trends in the financial institutions industry and
unrelated to their transaction processing businesses. As a result, smaller banks
that may have sought to divest themselves of their transaction processing
businesses may be acquired by banks that compete with NOVA or banks that have a
relationship or alliance with one or more competitors of NOVA, thus potentially
depriving NOVA of acquisition opportunities. There can be no assurance that the
historical or current level of acquisition opportunities will continue to exist,
that NOVA will be able to acquire merchant portfolios, operating businesses and
transaction processing assets that satisfy NOVA's criteria, or that any such
acquisition will be on terms favorable to NOVA.

     Complexity of Risk Analysis of Acquisition Targets. In evaluating any
potential purchase of a merchant portfolio, joint venture or business
combination (including the Merger), NOVA conducts a due diligence review of the
related merchant portfolio. The review process includes analyzing the
composition of the merchant portfolio, applying uniform standards and
underwriting guidelines developed by NOVA to the merchant portfolio and
attempting to identify high-risk merchants contained in the merchant portfolio.
Notwithstanding these due diligence efforts, however, there can be no assurance
that NOVA will properly assess the risk attributes associated with a purchased
portfolio or otherwise identify high-risk merchants. Incorrect risk assessments
may result in excessive losses from chargebacks or merchant fraud in connection
with any portfolio purchased or otherwise acquired by NOVA.

     Conversion of Merchant Portfolios. At the time of consummation of merchant
portfolio purchases, business combinations (including the Merger) or joint
ventures, merchants in a purchased portfolio typically are not operating on the
NOVA Network and may not use the merchant accounting processors used by NOVA.
Until NOVA converts each newly-purchased merchant to the NOVA Network and NOVA's
merchant accounting processors, NOVA has little, if any, control over the
performance of such other networks and processors and typically is unable to
apply fully its risk management and fraud avoidance practices to such merchants.
NOVA also must continue to pay third parties for processing services until the
purchased portfolio is fully converted to the NOVA Network, reducing the
economic benefits to NOVA during such time. Moreover, the merchant customers
that comprise a purchased portfolio may have been sold transaction processing
services by ISOs and financial institutions sponsored by a principal member of
the VISA and MasterCard credit card associations. ISOs are independent agents
that typically market and sell the full range of transaction processing services
to merchants, with such services primarily being outsourced on a non-exclusive
basis. Further, the conversion of merchants may require that merchants learn new
operating procedures and could result in problems, causing merchants to seek
verbal authorization of credit and debit card transactions. As a condition to
conversion, merchants also may seek to negotiate lower fees.

     As a result of the Merger, the magnitude, scope, timing, duration and
expense of the PMT Conversion, and the ongoing conversion of the merchant
portfolio associated with NOVA's joint venture transaction with 

                                       9
<PAGE>
 
KeyBank will, in the aggregate, be greater than any conversion previously
undertaken by NOVA, and there can be no assurance that NOVA can successfully
complete these conversions in a timely manner, either concurrently or in series.
Failure to complete these conversions in accordance with management plans could
have a material adverse effect on NOVA's financial condition and results of
operations.

     NOVA's acquisition strategy and the resulting growth of NOVA from that
strategy will require that NOVA continue to attract and retain qualified
personnel, while concurrently expanding its managerial and operational
infrastructure. Further, the success of the PMT Conversion and the success of
the operations of PMT following the Merger also will depend on NOVA's ability to
retain a significant number of PMT's current key operations personnel following
the Merger. There can be no assurance that NOVA will be able to hire and retain
qualified personnel or that NOVA will be able to expand successfully its
infrastructure as appropriate to accommodate future acquisitions or growth.
NOVA's acquisitions may involve the hiring by NOVA of certain management and
sales personnel affiliated with the purchased portfolio, and the failure to
integrate successfully such personnel into NOVA's operations and business
culture may adversely affect the conversion process. As a result of any of these
factors and considerations, NOVA may not realize the expected economic benefits
associated with its acquisitions, which may have a material adverse effect on
NOVA's financial condition and results of operations.

  There can be no assurance that future acquisitions will not have an adverse
effect upon NOVA's operating results, particularly in the fiscal quarters
immediately following the completion of such transactions, while the operations
of the acquired entities are converted and integrated into NOVA's operations.
NOVA's acquisition strategy will require substantial capital resources, and is
likely to result in NOVA incurring additional indebtedness. There can be no
assurance that financing for future acquisitions will be available or will be
obtained on terms favorable to NOVA.

     Risks Associated with Joint Venture Alliances. The recently consummated
joint venture alliances with each of Firstar and KeyBank (each a "Joint
Venture," and collectively, the "Joint Ventures") present certain risks to NOVA
in addition to the risks normally associated with portfolio acquisitions which
have been, and continue to be, a material element of NOVA's growth strategy.
Because each of the Joint Ventures involved the creation of a newly-formed
limited liability company jointly owned, managed and serviced by NOVA and
Firstar or KeyBank, as the case may be, continued cooperation with each of
Firstar and KeyBank is important to the success of the Joint Ventures. There can
be no assurance that NOVA's relationships with each of Firstar and KeyBank will
continue to be cooperative and, accordingly, there can be no assurance that NOVA
will realize the anticipated economic benefits from the Joint Ventures. Further,
in the event of a change in control of NOVA's partners in the Joint Ventures,
there can be no assurance that the resulting entity will support the Joint
Ventures in the same manner and to the same degree as its predecessor. For
instance, Firstar Corporation, the parent of Firstar, recently announced that it
had agreed to merge with Star Banc Corporation. There can be no assurance that
the resulting entity in this merger will support the Firstar Joint Venture in
the same manner and to the same degree as Firstar. Further, the management and
provision of processing services to each of Elan Merchant Services, LLC ("Elan
Merchant Services") and Key Merchant Services, LLC ("Key Merchant Services")
(collectively, the "Limited Liability Companies") imposes increased
administrative, managerial and technological demands on NOVA's infrastructure
and related systems, and there can be no assurance that NOVA will meet
successfully such material demands and requirements.

     Each of the Joint Ventures has been formed for a definitive term (subject
in each case to renewal provisions), but is subject to earlier termination by
NOVA or Firstar or KeyBank, as the case may be, under a variety of
circumstances. In the event of earlier termination, or upon termination of
either Joint Venture upon 

                                       10
<PAGE>
 
expiration of its term in the absence of renewal, the then-current assets and
merchant portfolio of such Joint Venture are subject to "repurchase rights" by
either NOVA or Firstar or KeyBank, as the case may be, depending on the
circumstances of termination. For example, each of the Joint Ventures imposes
upon NOVA certain standards with respect to the performance of its processing
services. In the event such standards are breached and not appropriately
remedied by NOVA, Firstar or KeyBank, as the case may be, would have the right
to purchase NOVA's interest in Elan Merchant Services or Key Merchant Services,
respectively. Any such purchase would likely result in a significant decrease in
the number of merchant locations served and the aggregate sales volume processed
by NOVA, which may have a material adverse effect on NOVA's financial condition
and results of operations. Further, in valuing the Joint Ventures, and
establishing a purchase price in connection therewith, NOVA assumes the
continuance of each of the Joint Ventures for a minimum term. Earlier
termination may result in NOVA not realizing the anticipated economic and
marketing benefits from the Joint Ventures, which may have a material adverse
effect on NOVA's financial condition and results of operations.

COMPETITION AND CONSOLIDATION

     The market for credit, charge and debit card transaction processing
services is highly competitive. The level of competition has increased
significantly in recent years and this trend is expected to continue. According
to industry sources, the ten largest bankcard processors accounted for
approximately 85% of the total charge volume processed in 1997.  Several of
NOVA's competitors and potential competitors have greater financial,
technological, marketing and personnel resources than NOVA, and there can be no
assurance that NOVA will continue to be able to compete successfully with such
entities. In addition, the competitive pricing pressures that would result from
any increase in competition would adversely affect NOVA's margins and may have a
material adverse effect on NOVA's financial condition and results of operations.
NOVA and, to a lesser extent, PMT, market their services through several
different marketing channels, including through banks. In the event that there
is continued significant consolidation in the banking industry, banks that
market NOVA's services through joint ventures, alliance relationships, and
otherwise may be acquired by banks that compete with NOVA or by banks that have
a relationship or alliance with one or more competitors of NOVA, thus
potentially depriving NOVA of a distribution channel. For instance, each of
Firstar (one of NOVA's joint venture partners) and Crestar (a bank with whom
NOVA maintains an alliance relationship) recently announced that they had agreed
to engage in business combination transactions with third party financial
institutions. While management does not believe that such business combinations,
if consummated, will have a material adverse effect on NOVA's relationship with
either Firstar or Crestar, there can be no assurance that the resulting entities
in such business combinations will support their respective relationships with
NOVA in the same manner and to the same degree as their predecessors.

MERCHANT ATTRITION

     NOVA experiences attrition of its merchant base in the ordinary course of
business resulting from several factors, including business closures, losses to
competitors and conversion-related losses. In addition, substantially all of
NOVA's contracts with its merchants may be terminated by either party upon prior
notice of 30 days or less. Increased merchant attrition may have a material
adverse effect on NOVA's financial condition and results of operations. There
can be no assurance that NOVA will not experience higher rates of attrition in
the future, particularly in connection with purchased merchant portfolios
generally, and the PMT Conversion specifically.

                                       11
<PAGE>
 
DEPENDENCE ON MERCHANT ACCOUNTING RELATIONSHIPS

     NOVA outsources certain merchant accounting services to Vital Processing
Services L.L.C. (formerly Total System Services, Inc.) ("Vital Processing
Services") and Mellon Bank. These services consist of reorganizing and
accumulating daily transaction data on a merchant-by-merchant and card issuer-
by-card issuer basis, and forwarding this data to the credit card associations
for ultimate payment. The failure of Vital Processing Services and Mellon Bank
to continue to perform these services efficiently and effectively may adversely
affect NOVA's relationships with its merchant customers and may result in the
termination by merchants of their agreements with NOVA. The agreement with Vital
Processing Services expires July 1, 2001, and the agreement with Mellon Bank
expires June 30, 1999. NOVA currently is developing internal systems to provide
its own merchant accounting services. Termination of either agreement would
require NOVA to seek alternative outsourcing arrangements prior to NOVA's
implementation of NOVA's internal system to provide these merchant accounting
services. Although management believes that in the event of termination of
either or both of these agreements, NOVA could locate alternative outsourcing
arrangements or develop internal systems to perform these services, there can be
no assurance that such arrangements will be available on terms as favorable to
NOVA as the existing contracts or that NOVA could develop internal systems on a
timely or cost effective basis. Accordingly, termination of either agreement
could have a material adverse effect on NOVA's financial condition and results
of operations.

ANNOUNCED INTERCHANGE RATE INCREASES

     Historically, VISA and MasterCard have increased their respective
interchange rates each year. These increases affect all transaction processing
industry competitors. While NOVA and PMT historically have reflected these
increases in their pricing to merchants, there can be no assurance that
merchants will continue to assume the entire impact of the future changes or
that transaction processing volumes and merchant attrition will not be adversely
affected by the changes.

CHARGEBACK RISK

     When a billing dispute between a cardholder and a merchant is not resolved
in favor of the merchant, the transaction is "charged back" to the merchant and
the amount of the transaction is credited to the cardholder. Reasons for billing
disputes include, among others: (i) nonreceipt of merchandise or services; (ii)
unauthorized use of a credit card; and (iii) general disputes between a customer
and a merchant as to the quality of the goods sold or the services rendered by
that merchant.  Some of NOVA's merchant customers, including certain merchants
that generate high transaction processing volume, require full or partial
payment from debit and credit cardholders for products or services to be
delivered or rendered in the future.  If NOVA or its clearing banks are unable
to collect chargeback amounts from a merchant's account, and if the merchant
refuses or is unable due to bankruptcy or other reasons to reimburse NOVA for
the chargeback, NOVA bears the loss for the amount of the refund paid to the
cardholder.  NOVA attempts to reduce their exposure to such losses by performing
periodic credit reviews on their merchant customers and adjusting rates based,
in part, on the merchant's credit risk, business or industry.  There can be no
assurance that NOVA will not experience significant losses from chargebacks in
the future.  Increases in chargebacks not paid by merchants may have a material
adverse effect on NOVA's financial condition and results of operations.

                                       12
<PAGE>
 
MERCHANT FRAUD

     NOVA bears the risk of losses caused by fraudulent credit card transactions
initiated by its merchant customers. Examples of merchant fraud include
inputting false sales transactions or false credits. NOVA monitors merchant
transactions against a series of standards that it and PMT have developed to
detect merchant fraud. Notwithstanding these measures, however, there can be no
assurance that NOVA will not experience significant amounts of merchant fraud in
the future, which may have a material adverse effect on NOVA's financial
condition and results of operations.

TELECOMMUNICATIONS SERVICES PROVIDED BY WORLDCOM

     NOVA has developed a proprietary telecommunications network, the NOVA
Network, and maintains an operating relationship with WorldCom. Pursuant to its
agreement with NOVA, WorldCom provides long-distance and local
telecommunications access, as well as technical support, to NOVA in connection
with the NOVA Network. This agreement was renegotiated recently and expires July
1, 2001, subject to earlier termination by NOVA in the event of quality
deficiencies in WorldCom's service. If the WorldCom agreement is terminated or
not renewed, NOVA would be required to utilize the long-distance and local
telecommunications access of another long-distance provider, which may increase
NOVA's expenses for network services, resulting in a material adverse effect on
the financial condition and results of operations of NOVA. WorldCom owns
approximately 5.5% of the outstanding NOVA Common Stock and has a representative
on NOVA's Board of Directors. There can be no assurance that conflicts of
interests between WorldCom and NOVA will not arise or that any such conflicts
will be resolved in a manner favorable to NOVA.

CERTAIN STATE TAX ISSUES

     Transaction processing companies like NOVA may be subject to state taxation
of certain portions of their fees charged to merchants for their services.
Application of this tax is an emerging issue in the transaction processing
industry and the states have not yet adopted uniform guidelines implementing
these regulations. If NOVA is required to pay such taxes and is unable to pass
this tax expense through to its merchant customers, the financial condition and
results of operations of NOVA could be adversely affected.

DEVELOPMENT AND MARKET ACCEPTANCE OF NEW PRODUCTS

     Because the transaction processing industry and the software application
products and value-added services of the type offered by NOVA has been
characterized by rapidly changing technology and the development of new products
and services, management of NOVA believes that the future success of NOVA will
depend, in part, on NOVA's ability to continue to improve its products and
services and to offer its merchant customers new products and services. There
can be no assurance that NOVA will continue to develop successful new products
and services or that NOVA's newly-developed products and services will perform
satisfactorily or be widely accepted in the marketplace.

FLUCTUATION IN QUARTERLY OPERATING RESULTS

     NOVA has experienced and expects to continue to experience significant
seasonality in its business. NOVA typically realizes higher revenues in the
third calendar quarter and lower revenues in the first calendar quarter,
reflecting increased transaction volumes during the summer months and a
significant decrease in transaction volume during the period immediately
following the holiday season. Quarterly results also are affected 

                                       13
<PAGE>
 
by the timing of purchases of merchant portfolios and joint ventures and the
timing and magnitude of expenses for merchant portfolio conversions.
Fluctuations in operating results may result in volatility in the price of the
NOVA Common Stock.

DEPENDENCE ON KEY MANAGEMENT

     The development of NOVA's and PMT's business and operations has been
materially dependent upon the active participation of their respective executive
officers and other key employees. The loss of one or more of NOVA's executive
officers or other key employees may have a material adverse effect on NOVA's
financial condition and results of operations, as the case may be.

SIGNIFICANT INTANGIBLE ASSETS

     A substantial portion of NOVA's assets are intangible assets related to
purchased merchant portfolios or business operations. In the event of a material
decline in revenues generated from any of such merchant portfolios or business
operations which would not be recovered from future cash flows, the fair value
and, as a result, the carrying value of the related intangible asset will be
reduced. Additionally, changes in accounting policies or rules that affect the
way in which such intangible assets are reflected in NOVA's financial
statements, or the way in which they are treated for tax purposes, could have a
material adverse effect on NOVA's financial condition.

BANKING AND TERRITORIAL RESTRICTIONS

     To facilitate First Union's compliance with applicable banking laws,
regulations and orders (collectively, the "Banking Laws"), and to allow First
Union to obtain any required consents or approvals, NOVA has agreed to notify,
and obtain approval from, First Union before NOVA enters into any business
activities substantially different from the business activities NOVA currently
conducts. As of the date hereof, First Union beneficially owned approximately
9.5% of the outstanding NOVA Common Stock and currently has one representative
on NOVA's Board of Directors. Pursuant to the Joint Ventures and to the extent
required by the Banking Laws, NOVA may be required to take certain measures in
the event either NOVA or the Limited Liability Companies enter into or acquire
any other entity which is engaged in a business that is substantially different
from the business activities NOVA, or either Limited Liability Company,
currently conducts. Such measures may include applying for any required
regulatory consents, or assisting either KeyBank, Firstar, or the Limited
Liability Companies, as the case may be, to prepare such applications. If the
required consents and approvals are not received, NOVA may not engage in the new
business activity (such restrictions, including the restrictions relating to
First Union, being collectively referred to herein as the "Banking
Restrictions").

     In connection with a December 1995 transaction between NOVA and First Union
(the "First Union Alliance"), the purchase of the merchant portfolio of Crestar
Bank ("Crestar"), NOVA's joint venture transaction with Firstar (the "Firstar
Joint Venture"), and the KeyBank Joint Venture, NOVA agreed that it would not,
without the prior consent of the affected entity, enter into certain marketing
or, in certain instances, acquisition agreements with third parties located in
specified areas where, as of the date of such transactions, any of First Union,
Crestar, Firstar or KeyBank maintain a significant banking presence (such
restrictions being collectively referred to herein as the "Territorial
Restrictions"). The effect of the Banking Restrictions and the Territorial
Restrictions is to limit in certain respects NOVA's ability to directly seek or
take advantage of certain business or marketing opportunities other than through
a venture with NOVA's regional bank partners. The agreements generally do not
prohibit NOVA from pursuing transactions indirectly through the respective
alliance or joint venture.

                                       14
<PAGE>
 
CERTAIN ANTI-TAKEOVER PROVISIONS

     NOVA's Articles of Incorporation authorize NOVA to issue up to 5,000,000
shares of Preferred Stock with such designations, powers, preferences and rights
as may be fixed by the Board of Directors of NOVA, without any further vote or
action by the NOVA shareholders. The issuance of Preferred Stock could have the
effect of delaying, deferring or preventing a change in control of NOVA.

POSSIBLE VOLATILITY OF STOCK PRICE

     Since NOVA's initial public offering in May 1996, there has been and may
continue to be significant volatility in the market for the NOVA Common Stock,
and there can be no assurance that an active market for the NOVA Common Stock
can be sustained.  Factors such as changes in quarterly operating results, the
gain or loss of significant contracts, the entry of new competitors into NOVA's
markets, changes in management, announcements of technological innovations or
new products by NOVA or its competitors, and general events and circumstances
beyond NOVA's control could have a significant impact on the future market
prices of the NOVA Common Stock and the relative volatility of such market
prices.

SHARES ELIGIBLE FOR FUTURE SALE

     Sales of a substantial number of shares of NOVA Common Stock in the public
market following the Merger could adversely affect the prevailing market price
of the NOVA Common Stock and could impair NOVA's ability to raise additional
equity capital. Following the Merger, NOVA has or will have outstanding
approximately 71,938,780 shares of NOVA Common Stock.  Of these shares, the
approximately 37,648,930 shares issued or to be issued in the Merger and the
currently outstanding shares will be freely tradeable without restriction or
further registration under the Securities Act, unless held by "affiliates" of
NOVA or PMT as that term is defined in Rule 144 and Rule 145 under the
Securities Act.  In addition, the holders of a total of approximately 17,600,000
shares of NOVA Common Stock have the right under certain circumstances to
require NOVA to register under the Securities Act their shares for resale to the
public. An additional 9,051,081 shares of NOVA Common Stock that may be issued
in the future upon exercise of options granted and to be granted under NOVA's
and PMT's stock option plans have been registered under the Securities Act and
therefore will be freely tradeable when issued (subject to the volume and
certain other conditions of Rule 144 in the case of shares to be sold by
affiliates of NOVA). Options and warrants for the purchase of approximately
4,924,899 shares of NOVA Common Stock were outstanding as of September 28,
1998, of which options and warrants for 3,154,200 shares were exercisable.
 

                                       15
<PAGE>
 
                             SELLING SHAREHOLDERS

     Reoffers and resales of the securities offered hereby may be effected from
time to time by certain shareholders of NOVA who are affiliates of NOVA as
defined by Rule 405 under the Securities Act. The Selling Shareholders acquired
the Shares upon exercise of options originally granted by NOVA pursuant to the
Stock Incentive Plan. As the names of the Selling Shareholders and the number of
Shares to be sold by such Selling Shareholders become known NOVA will supplement
this Prospectus with such information.


                              PLAN OF DISTRIBUTION

     The sale of the Shares offered hereby by the Selling Shareholders may be
effected from time to time on the New York Stock Exchange or such other national
securities exchange or automated interdealer quotation system on which the
shares of NOVA Common Stock are then listed, in transactions in the over-the-
counter market, in negotiated transactions, through put or call options
transactions relating to the Shares, through short sales of Shares, or through a
combination of such methods of sale at market prices prevailing at the time of
sale or at negotiated prices. Such transactions may or may not involve brokers
or dealers. The Shares may be sold by one or more of the following: (a) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) a block trade in which
the broker or dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (d) an exchange distribution in accordance with the rules of such
exchange; and (e) through the writing of options on the Shares. The Selling
Shareholders must effect such transactions by notifying NOVA in advance of any
intended transaction in order for NOVA to determine compliance with applicable
federal and state securities laws, and then upon receipt of notice from NOVA
that such transaction may proceed. If necessary, a supplemental prospectus which
describes the method of sale in greater detail may be filed by NOVA with the
Commission pursuant to a post-effective amendment to this Registration Statement
or pursuant to Rule 424 under the Securities Act under certain circumstances. In
effecting sales, brokers or dealers engaged by the Selling Shareholders and/or
the purchasers of the Shares may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions, concessions or
discounts from the Selling Shareholders and/or the purchasers of the Shares in
amounts to be negotiated prior to the sale. In addition, any Shares covered by
this Prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus. The
number of Shares to be reoffered or resold by means of this Prospectus, by each
Selling Shareholder, and any other person with whom the Selling Shareholder is
acting in concert for the purpose of selling securities of NOVA, may not exceed,
during any three month period, the amount specified by Rule 144(e) under the
Securities Act.

     NOVA will bear all expenses in connection with the registration and sale of
the Shares, other than commissions, concessions or discounts to brokers or
dealers and fees and expenses of counsel or other advisors to the Selling
Shareholders.

     The Selling Shareholders and any broker or dealer who acts in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any compensation
received by them and any profit on any resale of the Shares as principals might
be deemed to be underwriting discounts and commissions under the Securities Act.

                                       16
<PAGE>
 
                                    EXPERTS

     The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from NOVA's Annual
Report on Form 10-K for each of the three years in the period ended December 31,
1997, have been audited by Ernst & Young LLP, independent auditors, as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.


                                  LEGAL MATTERS

     The legality of the Shares offered hereby has been passed upon for NOVA by
Long Aldridge & Norman LLP, Atlanta, Georgia 30308.

                                       17
<PAGE>
 
EXPLANATORY NOTE: PURSUANT TO GENERAL INSTRUCTION C TO REGISTRATION STATEMENT
ON FORM S-8, THE FOLLOWING "REOFFER PROSPECTUS" MAY BE USED FOR REOFFERS AND
RESALES OF "CONTROL SECURITIES" OR "RESTRICTED SECURITIES" (EACH AS DEFINED IN
GENERAL INSTRUCTION C) GRANTED UNDER THE 1996 DIRECTORS STOCK OPTION PLAN.

PROSPECTUS                      150,000  SHARES

                               NOVA CORPORATION

                                 COMMON STOCK

                                --------------

     This Prospectus relates to reoffers and resales by certain affiliates or
former affiliates (the "Selling Shareholders") of NOVA Corporation ("NOVA"), of
up to 150,000 shares (the "Shares") of  NOVA Common Stock, $.01 par value per
share (the "NOVA Common Stock"), that have been issued as restricted stock or
acquired upon the exercise of options to purchase NOVA Common Stock pursuant to
the NOVA Corporation 1996 Directors Stock Option Plan (the "Directors Plan").
The number of shares offered hereby may be adjusted as a result of events such
as stock splits, stock dividends or similar transactions pursuant to the terms
of the Directors Plan.  NOVA will not receive any proceeds from the sale of the
Shares.

     The sale of the Shares offered hereby may be effected from time to time in
transactions on the New York Stock Exchange or such other national securities
exchange or automated interdealer quotation system on which the shares of NOVA
Common Stock are then listed, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the Shares,
through short sales of Shares, or through a combination of such methods of sale,
at prevailing market prices or at negotiated prices. The Selling Shareholders
must effect such transactions by notifying NOVA in advance of any intended
transaction in order for NOVA to determine compliance with applicable federal
and state securities laws, and then upon receipt of notice from NOVA that such
transaction may proceed. Such transactions may or may not involve brokers or
dealers. Such brokers or dealers may receive compensation in the form of
commissions or otherwise in such amounts as may be negotiated by them. As of the
date of this Prospectus, no agreements have been reached for the sale of the
Shares or the amount of any compensation to be paid to brokers or dealers in
connection therewith. NOVA will bear all expenses in connection with the
registration and sale of the Shares being offered by the Selling Shareholders,
other than commissions, concessions or discounts to brokers or dealers and fees
and expenses of counsel or other advisors to the Selling Shareholders. See "Plan
of Distribution."

     The NOVA Common Stock is listed on the New York Stock Exchange under the
trading symbol "NIS." On September 28, 1998, the last reported sale price for
the shares of NOVA Common Stock on the New York Stock Exchange was $31.1875 per
share.

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
              SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF
                THESE SECURITIES OR PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THIS PROSPECTUS.  ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

              The date of this Prospectus is September 29, 1998.
<PAGE>
 
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTEMPLATED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY NOVA OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NOVA SINCE THE DATE
HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.

                                       2
<PAGE>
 
                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----
AVAILABLE INFORMATION...................................................    4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.........................    4

THE COMPANY.............................................................    6

RISK FACTORS............................................................    7

SELLING SHAREHOLDERS....................................................   16

PLAN OF DISTRIBUTION....................................................   16

EXPERTS.................................................................   17

LEGAL MATTERS...........................................................   17
 

                                       3
<PAGE>
 
                             AVAILABLE INFORMATION

     NOVA is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission").  Proxy statements,
reports and other information concerning NOVA can be inspected and copied at
prescribed rates at the public reference facilities maintained by the Commission
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the regional
offices of the Commission at Seven World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois  60661.  In addition, the reports, proxy statements and other
information can be obtained from the Commission's website at http://www.sec.gov.
The NOVA Common Stock is listed on the New York Stock Exchange.  Reports, proxy
statements and other information concerning NOVA also can be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

     NOVA has filed with the Commission a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of NOVA Common Stock offered
hereby.  This Prospectus, which is a part of the Registration Statement, does
not contain all the information set forth in, or annexed as exhibits to, the
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Commission.  For further information with
respect to NOVA and the Shares offered hereby, reference is made to the
Registration Statement, including the exhibits thereto.  Copies of the
Registration Statement, including exhibits, may be obtained from the
aforementioned public reference facilities of the Commission upon payment of the
prescribed fees or may be examined without charge at such facilities.
Statements contained herein concerning any document filed as an exhibit are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement.  Each such
statement is qualified in its entirety by such reference.

     NOVA will provide without charge to each person to whom a copy of this
Prospectus is delivered, including any beneficial owner of the Shares, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates).  Requests should be directed to: James M.
Bahin, Corporate Secretary, NOVA Corporation, One Concourse Parkway, Suite 300,
Atlanta, Georgia 30328, telephone number (770) 396-1456.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents heretofore filed by NOVA with the Commission are
hereby incorporated herein by reference as of their respective dates.

     (1) NOVA's Annual Report on Form 10-K for the fiscal year ended December
         31, 1997;

     (2) NOVA's Quarterly Report on Form 10-Q for the quarter ended March 31,
         1998;

     (3) NOVA's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1998;

     (4) NOVA's Proxy Statement dated April 20, 1998, relating to its 1998
         Annual Meeting of Shareholders;

                                       4
<PAGE>
 
     (5)  The description of NOVA Common Stock as contained in Item 1 of NOVA's
          Registration Statement on Form 8-A (Registration No. 1-14342), as
          filed with the Commission on May 7, 1996; and

     (6)  The Joint Proxy Statement/Prospectus dated August 20, 1998, included
          in NOVA's Registration Statement on Form S-4 (Registration No. 333-
          61867).

     All reports and documents filed by NOVA  pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from the date of the filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

                                       5
<PAGE>
 
                                  THE COMPANY

GENERAL

     NOVA  is a Georgia corporation with its principal executive offices at One
Concourse Parkway, Suite 300, Atlanta, Georgia 30328.  Its telephone number is
(770) 396-1456.

     The Shares offered hereby have been issued to the Selling Shareholders upon
the exercise of options to purchase NOVA Common Stock.

RECENT TRANSACTION WITH PMT

     Effective September 24,1998, NOVA  and PMT Services, Inc. ("PMT") completed
the merger transactions contemplated by the Agreement and Plan of Merger dated
June 17, 1998 (the "Merger Agreement"), between NOVA, Church Merger Corp., a
wholly-owned subsidiary of NOVA  ("Mergerco") and PMT.  The shareholders of NOVA
and PMT approved the Merger Agreement and the transactions contemplated thereby
at separate special meetings of shareholders held on September 24, 1998.  PMT is
an independent service organization that markets and services electronic credit
card authorization and payment systems to merchants located throughout the
United States.  PMT's operating and growth strategies focus on expanding PMT's
customer base of small- to medium-sized merchants through trade and other
association affiliations, telemarketing, acquiring subsidiary sales forces,
merchant portfolio purchases and the provision of high levels of customer
service.  PMT will continue to operate its business as a wholly-owned subsidiary
of NOVA.

     Pursuant to the Merger Agreement, Mergerco merged (the "Merger") with and
into PMT, with PMT surviving the Merger as a wholly-owned subsidiary of NOVA.
Upon consummation of the Merger, each outstanding share of Common Stock of PMT
("PMT Stock") ceased to be outstanding and was converted into and exchanged for
0.715 shares of NOVA Common Stock.  Additionally, each option or warrant to
purchase PMT Stock outstanding at the effective time of the Merger, whether or
not then exercisable, was converted automatically into an option or warrant to
purchase a number of shares of NOVA Common Stock equal to (A) the number of
shares of PMT Stock issuable upon exercise of the option or warrant multiplied
by (B) 0.715 (the exchange ratio in the Merger).  The number of shares of NOVA
Common Stock issuable upon exercise of the options and warrants will be rounded
to the nearest whole number of shares of NOVA Common Stock.  The exercise price
per share of  NOVA Common Stock issuable upon exercise of the options and
warrants will be equal to (A) the exercise price per share of PMT Stock set
forth in the applicable option or warrant agreement divided by (B) 0.715 and
rounded to the nearest cent.  Pursuant to the terms of the PMT stock option
plans pursuant to which PMT granted the options, all options granted under the
plans which are outstanding at the effective time of the Merger became fully
vested at the effective time of the Merger.  The other terms and conditions of
the options and warrants will be substantially the same as the terms and
conditions of the options immediately prior to the effective time.  The terms of
the Merger Agreement, including the consideration payable by NOVA, was
determined through arms-length negotiations between NOVA and PMT.

     As of the effective time of the Merger, 52,658,644 shares of PMT Stock were
issued and outstanding and approximately 3,260,058 shares of PMT Stock were
issuable upon exercise of outstanding options and warrants to purchase PMT
Stock. As a result, NOVA will issue an aggregate of approximately 37,650,930
shares of NOVA Common Stock in the Merger and has reserved 2,330,941 shares of
NOVA Common Stock for issuance upon exercise of the options and warrants to
purchase PMT Stock. NOVA will issue only whole shares of NOVA Common Stock in
the Merger and will pay to former PMT shareholders cash in lieu of fractional
shares of NOVA Common Stock to which they otherwise are entitled.

                                       6
<PAGE>
 
     Pursuant to the Merger Agreement, NOVA agreed that at the effective time
of the Merger the Board of Directors of NOVA would consist of 11 directors,
comprised of five directors designated by NOVA (the "NOVA Designated
Directors"), five directors designated by PMT (the "PMT Designated Directors"),
and one other director nominated by NOVA and approved by PMT (the "Nominated
Director").  As a result, the Board of Directors now consists of Edward
Grzedzinski, James M. Bahin, Dr. Henry Kressel, Maurice F. Terbrueggen, Stephen
E. Wall (NOVA Designated Directors), Charles T. Cannada (the Nominated
Director), Richardson M. Roberts, Gregory S. Daily, Stephen D. Kane, Harold L.
Siebert and George M. Miller II (the PMT Designated Directors).  Each of the
NOVA Designated Directors and the Nominated Director were directors of NOVA
prior to the Merger and each of the PMT Designated Directors were directors of
PMT prior to the Merger.  In order to facilitate the change in composition of
the Board contemplated by the Merger Agreement, at the effective time of the
Merger, three directors of NOVA , Dr. James E. Carnes, U. Bertram Ellis and
Joseph P. Landy, resigned as directors.

     Edward Grzedzinski, the Chairman of the Board, President and Chief
Executive Officer of NOVA prior to the Merger, and James M. Bahin, the Vice
Chairman, Chief Financial Officer and Secretary of NOVA prior to the Merger,
retained their positions with NOVA.  Richardson M. Roberts, the Chairman and
Chief Executive Officer of PMT prior to the Merger, was elected as a Vice
Chairman of NOVA's Board of Directors and continues as Chief Executive Officer
of PMT.  Gregory S. Daily, the President of PMT prior to the Merger, was elected
as a Vice Chairman of NOVA's Board of Directors and continues as President of
PMT.

     The terms and conditions of the Merger Agreement and the transactions
contemplated thereby, including certain pro forma combined condensed financial
data, are set forth in the Joint Proxy Statement/Prospectus dated August 20,
1998, included in NOVA's Registration Statement on Form S-4 (Registration No.
333-61867), which is incorporated herein by reference.

     In connection with the Merger, NOVA amended its Articles of Incorporation
to increase the number of authorized shares of NOVA Common Stock from 50,000,000
shares to 200,000,000 shares.  The shareholders of NOVA approved the amendment
to the Articles of Incorporation at the special meeting of NOVA's shareholders
held on September 24, 1998.  The shareholders also approved an amendment to
NOVA's 1996 Employees Stock Incentive Plan to increase the number of shares of
NOVA Common Stock issuable pursuant to NOVA's 1996 Employees Stock Incentive
Plan from 2,000,000 shares to 6,000,000 shares.

                                  RISK FACTORS

     In addition to the other information included or incorporated by reference
in this Prospectus, the following risk factors should be considered carefully in
evaluating an investment in NOVA Common Stock.

     This Prospectus contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 20A of the Exchange Act, which
represent NOVA's expectations or beliefs, including, but not limited to,
statements concerning transaction volume and the impact of acquisitions, joint
ventures and alliances. When used in this Prospectus, the words "may," "could,"
"should," "would," "believe," "anticipate," "estimate," "expect," "intend,"
"plan" and similar terms and/or expressions are intended to identify forward-
looking statements. These statements by their nature involve substantial risks
and uncertainties, certain of which are beyond NOVA's control.  NOVA cautions
that various factors, including the factors described under the caption "Risk
Factors" and those discussed in NOVA's filings with the Commission, as well as
general economic conditions and industry trends could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements of NOVA.  Any forward-looking statement speaks only as of the date of
this Prospectus, and NOVA undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of an 

                                       7
<PAGE>
 
unanticipated event. New factors emerge from time to time, and it is not
possible for NOVA to predict all of such factors. Further, NOVA cannot assess
the impact of each such factor on its business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.

VISA AND MASTERCARD REGISTRATION TERMINATION

     NOVA, along with all other nonbank transaction processors, must be
sponsored by a financial institution that is a principal member of the VISA and
MasterCard credit card associations in order to process bankcard transactions.
Through each of Regions Bank, Bank of the West, Mellon Bank, N.A. ("Mellon
Bank"), Firstar Bank U.S.A., N.A. ("Firstar"), KeyBank National Association
("KeyBank") and FUNB, a subsidiary of First Union Corporation, which serve as
member clearing banks for NOVA, NOVA is registered with VISA and MasterCard as a
certified processor and member service provider. PMT is registered as a member
service provider with many of the clearing banks that currently provide
processing services on behalf of PMT. NOVA's designation with VISA and
MasterCard as a certified processor and NOVA's and PMT's status as a member
service provider are dependent upon NOVA's and PMT's continuing adherence to the
standards of the VISA and MasterCard credit card associations. These standards
are set by the respective member financial institutions of VISA and MasterCard,
some of which are competitors of NOVA and PMT. In the event NOVA or PMT fails to
comply with these standards, NOVA's designation as a certified processor or
NOVA's or PMT's status as a member service provider could be suspended or
terminated. There can be no assurance that VISA and MasterCard will maintain
NOVA's and PMT's registrations or that the current VISA and MasterCard rules
allowing NOVA, PMT and other nonbank transaction processors to market and
provide transaction processing services will remain in effect.

     The termination of NOVA's or PMT's member service provider registrations or
NOVA's status as a certified processor, or any changes in the VISA or MasterCard
rules that prevent NOVA's or PMT's registration or otherwise limit NOVA's or
PMT's ability to provide transaction processing and marketing services for VISA
or MasterCard, would have a material adverse effect on NOVA's and PMT's
financial condition and results of operations.

CONVERSION OF PMT MERCHANT PORTFOLIO

     In order to fully realize the anticipated cost savings and synergies
resulting from the Merger, NOVA intends to convert (the "PMT Conversion") a
substantial portion of PMT's merchant portfolio to the processing systems of
NOVA, as well as to NOVA's proprietary telecommunications network (the "NOVA
Network"). However, because PMT, in a manner similar in many respects to NOVA,
utilizes the services of third party processors and third party clearing and
settlement banks, the cooperation of such third parties is critical to a
successful PMT Conversion. Further, such third parties may claim an ownership
interest in certain of the PMT merchant relationships to which they are party,
and those claims, if successful, could impede the PMT Conversion and,
correspondingly, reduce the cost savings and synergies anticipated to be gained
by virtue of the Merger. In the event such third party claims arise or such
third parties refuse or fail to cooperate in the PMT Conversion, the resulting
inability to achieve anticipated cost savings and synergies from the Merger
could have a material adverse effect on NOVA.

RISKS ASSOCIATED WITH THE MERGER AND ACQUISITION STRATEGY

     Increased Consolidation in the Marketplace. A material element of NOVA's
growth strategy is the purchase of additional merchant portfolios and
acquisition of operating businesses and transaction processing assets in order
to facilitate growth, expand NOVA's distribution channels and create greater
economies of scale. NOVA faces significant competition from other transaction
processors and independent service organizations 

                                       8
<PAGE>
 
("ISOs") for available acquisition, joint venture and alliance opportunities.
This competition has an impact on the price and availability of acquisitions,
joint ventures and alliances. In addition, community and regional banks, whose
transaction processing businesses have been NOVA's primary source of acquisition
opportunities, in recent years have been undergoing extensive consolidation
reflective of underlying trends in the financial institutions industry and
unrelated to their transaction processing businesses. As a result, smaller banks
that may have sought to divest themselves of their transaction processing
businesses may be acquired by banks that compete with NOVA or banks that have a
relationship or alliance with one or more competitors of NOVA, thus potentially
depriving NOVA of acquisition opportunities. There can be no assurance that the
historical or current level of acquisition opportunities will continue to exist,
that NOVA will be able to acquire merchant portfolios, operating businesses and
transaction processing assets that satisfy NOVA's criteria, or that any such
acquisition will be on terms favorable to NOVA.

     Complexity of Risk Analysis of Acquisition Targets. In evaluating any
potential purchase of a merchant portfolio, joint venture or business
combination (including the Merger), NOVA conducts a due diligence review of the
related merchant portfolio. The review process includes analyzing the
composition of the merchant portfolio, applying uniform standards and
underwriting guidelines developed by NOVA to the merchant portfolio and
attempting to identify high-risk merchants contained in the merchant portfolio.
Notwithstanding these due diligence efforts, however, there can be no assurance
that NOVA will properly assess the risk attributes associated with a purchased
portfolio or otherwise identify high-risk merchants. Incorrect risk assessments
may result in excessive losses from chargebacks or merchant fraud in connection
with any portfolio purchased or otherwise acquired by NOVA.

     Conversion of Merchant Portfolios. At the time of consummation of merchant
portfolio purchases, business combinations (including the Merger) or joint
ventures, merchants in a purchased portfolio typically are not operating on the
NOVA Network and may not use the merchant accounting processors used by NOVA.
Until NOVA converts each newly-purchased merchant to the NOVA Network and NOVA's
merchant accounting processors, NOVA has little, if any, control over the
performance of such other networks and processors and typically is unable to
apply fully its risk management and fraud avoidance practices to such merchants.
NOVA also must continue to pay third parties for processing services until the
purchased portfolio is fully converted to the NOVA Network, reducing the
economic benefits to NOVA during such time. Moreover, the merchant customers
that comprise a purchased portfolio may have been sold transaction processing
services by ISOs and financial institutions sponsored by a principal member of
the VISA and MasterCard credit card associations. ISOs are independent agents
that typically market and sell the full range of transaction processing services
to merchants, with such services primarily being outsourced on a non-exclusive
basis. Further, the conversion of merchants may require that merchants learn new
operating procedures and could result in problems, causing merchants to seek
verbal authorization of credit and debit card transactions. As a condition to
conversion, merchants also may seek to negotiate lower fees.

     As a result of the Merger, the magnitude, scope, timing, duration and
expense of the PMT Conversion, and the ongoing conversion of the merchant
portfolio associated with NOVA's joint venture transaction with KeyBank will, in
the aggregate, be greater than any conversion previously undertaken by NOVA, and
there can be no assurance that NOVA can successfully complete these conversions
in a timely manner, either concurrently or in series. Failure to complete these
conversions in accordance with management plans could have a material adverse
effect on NOVA's financial condition and results of operations.

     NOVA's acquisition strategy and the resulting growth of NOVA from that
strategy will require that NOVA continue to attract and retain qualified
personnel, while concurrently expanding its managerial and operational
infrastructure. Further, the success of the PMT Conversion and the success of
the operations of PMT following the Merger also will depend on NOVA's ability to
retain a significant number of PMT's current key 

                                       9
<PAGE>
 
operations personnel following the Merger. There can be no assurance that NOVA
will be able to hire and retain qualified personnel or that NOVA will be able to
expand successfully its infrastructure as appropriate to accommodate future
acquisitions or growth. NOVA's acquisitions may involve the hiring by NOVA of
certain management and sales personnel affiliated with the purchased portfolio,
and the failure to integrate successfully such personnel into NOVA's operations
and business culture may adversely affect the conversion process. As a result of
any of these factors and considerations, NOVA may not realize the expected
economic benefits associated with its acquisitions, which may have a material
adverse effect on NOVA's financial condition and results of operations.

  There can be no assurance that future acquisitions will not have an adverse
effect upon NOVA's operating results, particularly in the fiscal quarters
immediately following the completion of such transactions, while the operations
of the acquired entities are converted and integrated into NOVA's operations.
NOVA's acquisition strategy will require substantial capital resources, and is
likely to result in NOVA incurring additional indebtedness. There can be no
assurance that financing for future acquisitions will be available or will be
obtained on terms favorable to NOVA.

     Risks Associated with Joint Venture Alliances. The recently consummated
joint venture alliances with each of Firstar and KeyBank (each a "Joint
Venture," and collectively, the "Joint Ventures") present certain risks to NOVA
in addition to the risks normally associated with portfolio acquisitions which
have been, and continue to be, a material element of NOVA's growth strategy.
Because each of the Joint Ventures involved the creation of a newly-formed
limited liability company jointly owned, managed and serviced by NOVA and
Firstar or KeyBank, as the case may be, continued cooperation with each of
Firstar and KeyBank is important to the success of the Joint Ventures. There can
be no assurance that NOVA's relationships with each of Firstar and KeyBank will
continue to be cooperative and, accordingly, there can be no assurance that NOVA
will realize the anticipated economic benefits from the Joint Ventures. Further,
in the event of a change in control of NOVA's partners in the Joint Ventures,
there can be no assurance that the resulting entity will support the Joint
Ventures in the same manner and to the same degree as its predecessor. For
instance, Firstar Corporation, the parent of Firstar, recently announced that it
had agreed to merge with Star Banc Corporation. There can be no assurance that
the resulting entity in this merger will support the Firstar Joint Venture in
the same manner and to the same degree as Firstar. Further, the management and
provision of processing services to each of Elan Merchant Services, LLC ("Elan
Merchant Services") and Key Merchant Services, LLC ("Key Merchant Services")
(collectively, the "Limited Liability Companies") imposes increased
administrative, managerial and technological demands on NOVA's infrastructure
and related systems, and there can be no assurance that NOVA will meet
successfully such material demands and requirements.

     Each of the Joint Ventures has been formed for a definitive term (subject
in each case to renewal provisions), but is subject to earlier termination by
NOVA or Firstar or KeyBank, as the case may be, under a variety of
circumstances. In the event of earlier termination, or upon termination of
either Joint Venture upon expiration of its term in the absence of renewal, the
then-current assets and merchant portfolio of such Joint Venture are subject to
"repurchase rights" by either NOVA or Firstar or KeyBank, as the case may be,
depending on the circumstances of termination. For example, each of the Joint
Ventures imposes upon NOVA certain standards with respect to the performance of
its processing services. In the event such standards are breached and not
appropriately remedied by NOVA, Firstar or KeyBank, as the case may be, would
have the right to purchase NOVA's interest in Elan Merchant Services or Key
Merchant Services, respectively. Any such purchase would likely result in a
significant decrease in the number of merchant locations served and the
aggregate sales volume processed by NOVA, which may have a material adverse
effect on NOVA's financial condition and results of operations. Further, in
valuing the Joint Ventures, and establishing a purchase price in connection
therewith, NOVA assumes the continuance of each of the Joint Ventures for a
minimum term. Earlier termination may result 

                                       10
<PAGE>
 
in NOVA not realizing the anticipated economic and marketing benefits from the
Joint Ventures, which may have a material adverse effect on NOVA's financial
condition and results of operations.

COMPETITION AND CONSOLIDATION

     The market for credit, charge and debit card transaction processing
services is highly competitive. The level of competition has increased
significantly in recent years and this trend is expected to continue. According
to industry sources, the ten largest bankcard processors accounted for
approximately 85% of the total charge volume processed in 1997.  Several of
NOVA's competitors and potential competitors have greater financial,
technological, marketing and personnel resources than NOVA, and there can be no
assurance that NOVA will continue to be able to compete successfully with such
entities. In addition, the competitive pricing pressures that would result from
any increase in competition would adversely affect NOVA's margins and may have a
material adverse effect on NOVA's financial condition and results of operations.
NOVA and, to a lesser extent, PMT, market their services through several
different marketing channels, including through banks. In the event that there
is continued significant consolidation in the banking industry, banks that
market NOVA's services through joint ventures, alliance relationships, and
otherwise may be acquired by banks that compete with NOVA or by banks that have
a relationship or alliance with one or more competitors of NOVA, thus
potentially depriving NOVA of a distribution channel. For instance, each of
Firstar (one of NOVA's joint venture partners) and Crestar (a bank with whom
NOVA maintains an alliance relationship) recently announced that they had agreed
to engage in business combination transactions with third party financial
institutions. While management does not believe that such business combinations,
if consummated, will have a material adverse effect on NOVA's relationship with
either Firstar or Crestar, there can be no assurance that the resulting entities
in such business combinations will support their respective relationships with
NOVA in the same manner and to the same degree as their predecessors.

MERCHANT ATTRITION

     NOVA experiences attrition of its merchant base in the ordinary course of
business resulting from several factors, including business closures, losses to
competitors and conversion-related losses. In addition, substantially all of
NOVA's contracts with its merchants may be terminated by either party upon prior
notice of 30 days or less. Increased merchant attrition may have a material
adverse effect on NOVA's financial condition and results of operations. There
can be no assurance that NOVA will not experience higher rates of attrition in
the future, particularly in connection with purchased merchant portfolios
generally, and the PMT Conversion specifically.

DEPENDENCE ON MERCHANT ACCOUNTING RELATIONSHIPS

     NOVA outsources certain merchant accounting services to Vital Processing
Services L.L.C. (formerly Total System Services, Inc.) ("Vital Processing
Services") and Mellon Bank. These services consist of reorganizing and
accumulating daily transaction data on a merchant-by-merchant and card issuer-
by-card issuer basis, and forwarding this data to the credit card associations
for ultimate payment. The failure of Vital Processing Services and Mellon Bank
to continue to perform these services efficiently and effectively may adversely
affect NOVA's relationships with its merchant customers and may result in the
termination by merchants of their agreements with NOVA. The agreement with Vital
Processing Services expires July 1, 2001, and the agreement with Mellon Bank
expires June 30, 1999. NOVA currently is developing internal systems to provide
its own merchant accounting services. Termination of either agreement would
require NOVA to seek alternative outsourcing arrangements prior to NOVA's
implementation of NOVA's internal system to provide these merchant accounting
services. Although management believes that in the event of termination of
either or both of these agreements, NOVA could locate alternative outsourcing
arrangements or develop internal systems to perform these services, there can be
no assurance that such arrangements will be available on terms as favorable to
NOVA 

                                       11
<PAGE>
 
as the existing contracts or that NOVA could develop internal systems on a
timely or cost effective basis. Accordingly, termination of either agreement
could have a material adverse effect on NOVA's financial condition and results
of operations.

ANNOUNCED INTERCHANGE RATE INCREASES

     Historically, VISA and MasterCard have increased their respective
interchange rates each year. These increases affect all transaction processing
industry competitors. While NOVA and PMT historically have reflected these
increases in their pricing to merchants, there can be no assurance that
merchants will continue to assume the entire impact of the future changes or
that transaction processing volumes and merchant attrition will not be adversely
affected by the changes.

CHARGEBACK RISK

     When a billing dispute between a cardholder and a merchant is not resolved
in favor of the merchant, the transaction is "charged back" to the merchant and
the amount of the transaction is credited to the cardholder. Reasons for billing
disputes include, among others: (i) nonreceipt of merchandise or services; (ii)
unauthorized use of a credit card; and (iii) general disputes between a customer
and a merchant as to the quality of the goods sold or the services rendered by
that merchant.  Some of NOVA's merchant customers, including certain merchants
that generate high transaction processing volume, require full or partial
payment from debit and credit cardholders for products or services to be
delivered or rendered in the future.  If NOVA or its clearing banks are unable
to collect chargeback amounts from a merchant's account, and if the merchant
refuses or is unable due to bankruptcy or other reasons to reimburse NOVA for
the chargeback, NOVA bears the loss for the amount of the refund paid to the
cardholder.  NOVA attempts to reduce their exposure to such losses by performing
periodic credit reviews on their merchant customers and adjusting rates based,
in part, on the merchant's credit risk, business or industry.  There can be no
assurance that NOVA will not experience significant losses from chargebacks in
the future. Increases in chargebacks not paid by merchants may have a material
adverse effect on NOVA's financial condition and results of operations.

MERCHANT FRAUD

     NOVA bears the risk of losses caused by fraudulent credit card transactions
initiated by its merchant customers. Examples of merchant fraud include
inputting false sales transactions or false credits. NOVA monitors merchant
transactions against a series of standards that it and PMT have developed to
detect merchant fraud. Notwithstanding these measures, however, there can be no
assurance that NOVA will not experience significant amounts of merchant fraud in
the future, which may have a material adverse effect on NOVA's financial
condition and results of operations.

TELECOMMUNICATIONS SERVICES PROVIDED BY WORLDCOM

     NOVA has developed a proprietary telecommunications network, the NOVA
Network, and maintains an operating relationship with WorldCom. Pursuant to its
agreement with NOVA, WorldCom provides long-distance and local
telecommunications access, as well as technical support, to NOVA in connection
with the NOVA Network. This agreement was renegotiated recently and expires July
1, 2001, subject to earlier termination by NOVA in the event of quality
deficiencies in WorldCom's service. If the WorldCom agreement is terminated or
not renewed, NOVA would be required to utilize the long-distance and local
telecommunications access of another long-distance provider, which may increase
NOVA's expenses for network services, resulting in a material adverse effect on
the financial condition and results of operations of NOVA. WorldCom owns
approximately 5.5% of the outstanding NOVA Common Stock and has a representative
on NOVA's Board of Directors. There 

                                       12
<PAGE>
 
can be no assurance that conflicts of interests between WorldCom and NOVA will
not arise or that any such conflicts will be resolved in a manner favorable to
NOVA.

CERTAIN STATE TAX ISSUES

     Transaction processing companies like NOVA may be subject to state taxation
of certain portions of their fees charged to merchants for their services.
Application of this tax is an emerging issue in the transaction processing
industry and the states have not yet adopted uniform guidelines implementing
these regulations. If NOVA is required to pay such taxes and is unable to pass
this tax expense through to its merchant customers, the financial condition and
results of operations of NOVA could be adversely affected.

DEVELOPMENT AND MARKET ACCEPTANCE OF NEW PRODUCTS

     Because the transaction processing industry and the software application
products and value-added services of the type offered by NOVA has been
characterized by rapidly changing technology and the development of new products
and services, management of NOVA believes that the future success of NOVA will
depend, in part, on NOVA's ability to continue to improve its products and
services and to offer its merchant customers new products and services. There
can be no assurance that NOVA will continue to develop successful new products
and services or that NOVA's newly-developed products and services will perform
satisfactorily or be widely accepted in the marketplace.

FLUCTUATION IN QUARTERLY OPERATING RESULTS

     NOVA has experienced and expects to continue to experience significant
seasonality in its business. NOVA typically realizes higher revenues in the
third calendar quarter and lower revenues in the first calendar quarter,
reflecting increased transaction volumes during the summer months and a
significant decrease in transaction volume during the period immediately
following the holiday season. Quarterly results also are affected by the timing
of purchases of merchant portfolios and joint ventures and the timing and
magnitude of expenses for merchant portfolio conversions. Fluctuations in
operating results may result in volatility in the price of the NOVA Common
Stock.

DEPENDENCE ON KEY MANAGEMENT

     The development of NOVA's and PMT's business and operations has been
materially dependent upon the active participation of their respective executive
officers and other key employees. The loss of one or more of NOVA's executive
officers or other key employees may have a material adverse effect on NOVA's
financial condition and results of operations, as the case may be.

SIGNIFICANT INTANGIBLE ASSETS

     A substantial portion of NOVA's assets are intangible assets related to
purchased merchant portfolios or business operations. In the event of a material
decline in revenues generated from any of such merchant portfolios or business
operations which would not be recovered from future cash flows, the fair value
and, as a result, the carrying value of the related intangible asset will be
reduced. Additionally, changes in accounting policies or rules that affect the
way in which such intangible assets are reflected in NOVA's financial
statements, or the way in which they are treated for tax purposes, could have a
material adverse effect on NOVA's financial condition.

                                       13
<PAGE>
 
BANKING AND TERRITORIAL RESTRICTIONS

     To facilitate First Union's compliance with applicable banking laws,
regulations and orders (collectively, the "Banking Laws"), and to allow First
Union to obtain any required consents or approvals, NOVA has agreed to notify,
and obtain approval from, First Union before NOVA enters into any business
activities substantially different from the business activities NOVA currently
conducts. As of the date hereof, First Union beneficially owned approximately
9.5% of the outstanding NOVA Common Stock and currently has one representative
on NOVA's Board of Directors. Pursuant to the Joint Ventures and to the extent
required by the Banking Laws, NOVA may be required to take certain measures in
the event either NOVA or the Limited Liability Companies enter into or acquire
any other entity which is engaged in a business that is substantially different
from the business activities NOVA, or either Limited Liability Company,
currently conducts. Such measures may include applying for any required
regulatory consents, or assisting either KeyBank, Firstar, or the Limited
Liability Companies, as the case may be, to prepare such applications. If the
required consents and approvals are not received, NOVA may not engage in the new
business activity (such restrictions, including the restrictions relating to
First Union, being collectively referred to herein as the "Banking
Restrictions").

     In connection with a December 1995 transaction between NOVA and First Union
(the "First Union Alliance"), the purchase of the merchant portfolio of Crestar
Bank ("Crestar"), NOVA's joint venture transaction with Firstar (the "Firstar
Joint Venture"), and the KeyBank Joint Venture, NOVA agreed that it would not,
without the prior consent of the affected entity, enter into certain marketing
or, in certain instances, acquisition agreements with third parties located in
specified areas where, as of the date of such transactions, any of First Union,
Crestar, Firstar or KeyBank maintain a significant banking presence (such
restrictions being collectively referred to herein as the "Territorial
Restrictions"). The effect of the Banking Restrictions and the Territorial
Restrictions is to limit in certain respects NOVA's ability to directly seek or
take advantage of certain business or marketing opportunities other than through
a venture with NOVA's regional bank partners. The agreements generally do not
prohibit NOVA from pursuing transactions indirectly through the respective
alliance or joint venture.

CERTAIN ANTI-TAKEOVER PROVISIONS

     NOVA's Articles of Incorporation authorize NOVA to issue up to 5,000,000
shares of Preferred Stock with such designations, powers, preferences and rights
as may be fixed by the Board of Directors of NOVA, without any further vote or
action by the NOVA shareholders. The issuance of Preferred Stock could have the
effect of delaying, deferring or preventing a change in control of NOVA.

POSSIBLE VOLATILITY OF STOCK PRICE

     Since NOVA's initial public offering in May 1996, there has been and may
continue to be significant volatility in the market for the NOVA Common Stock,
and there can be no assurance that an active market for the NOVA Common Stock
can be sustained.  Factors such as changes in quarterly operating results, the
gain or loss of significant contracts, the entry of new competitors into NOVA's
markets, changes in management, announcements of technological innovations or
new products by NOVA or its competitors, and general events 

                                       14
<PAGE>
 
and circumstances beyond NOVA's control could have a significant impact on the
future market prices of the NOVA Common Stock and the relative volatility of
such market prices.

SHARES ELIGIBLE FOR FUTURE SALE

     Sales of a substantial number of shares of NOVA Common Stock in the public
market following the Merger could adversely affect the prevailing market price
of the NOVA Common Stock and could impair NOVA's ability to raise additional
equity capital. Following the Merger, NOVA has or will have outstanding
approximately 71,938,780 shares of NOVA Common Stock. Of these shares, the
approximately 37,648,930 shares issued or to be issued in the Merger and the
currently outstanding shares will be freely tradeable without restriction or
further registration under the Securities Act, unless held by "affiliates" of
NOVA or PMT as that term is defined in Rule 144 and Rule 145 under the
Securities Act. In addition, the holders of a total of approximately 17,600,000
shares of NOVA Common Stock have the right under certain circumstances to
require NOVA to register under the Securities Act their shares for resale to the
public. An additional 9,051,081 shares of NOVA Common Stock that may be issued
in the future upon exercise of options granted and to be granted under NOVA's
and PMT's stock option plans have been registered under the Securities Act and
therefore will be freely tradeable when issued (subject to the volume and
certain other conditions of Rule 144 in the case of shares to be sold by
affiliates of NOVA). Options and warrants for the purchase of approximately
4,924,899 shares of NOVA Common Stock were outstanding as of September 28, 1998,
of which options and warrants for 3,154,200 shares were exercisable.
 

                                       15
<PAGE>
 
                             SELLING SHAREHOLDERS

     The Shares offered hereby are owned and offered for the account of the
Selling Shareholders and represent shares of NOVA Common Stock acquired or to be
acquired by the Selling Shareholders in connection with the exercise of options
originally granted by NOVA under the Directors Plan.  The table below sets forth
the name of each Selling Shareholder, the Selling Shareholder's position with
NOVA , and information with respect to all shares of NOVA Common Stock
beneficially owned by the Selling Shareholder.  Information with respect to
ownership has been determined from NOVA's records. UPON COMPLETION OF THIS
OFFERING, ASSUMING ALL THE SHARES BEING OFFERED HEREBY ARE SOLD AND THAT NO
OTHER CHANGES IN THE SELLING SHAREHOLDERS' BENEFICIAL OWNERSHIP OCCUR PRIOR TO
COMPLETION OF THIS OFFERING, NONE OF THE SELLING SHAREHOLDERS WILL BENEFICIALLY
OWN MORE THAN ONE PERCENT OF NOVA'S OUTSTANDING SHARES OF NOVA COMMON STOCK.

<TABLE>
<CAPTION>
                                                                                           NUMBER OF SHARES
                                                                                          BENEFICIALLY OWNED
                             POSITION          NUMBER OF SHARES          NUMBER OF        UPON COMPLETION OF
NAME                         WITH NOVA      BENEFICIALLY OWNED (%)     SHARES OFFERED      THE OFFERING (%)
----                       -------------    ----------------------    ----------------    ------------------
<S>                        <C>              <C>                       <C>                 <C>
U. BERTRAM ELLIS, JR.      DIRECTOR                 1,250                  1,250                     0
STEPHEN D. KANE            DIRECTOR                 3,678                  3,500                   178
GEORGE M. MILLER II        DIRECTOR                96,238                  3,500                92,738
HAROLD L. SIEBERT          DIRECTOR                50,320                  3,500                46,820
STEPHEN E. WALL            DIRECTOR                 5,000                  4,000                 1,000
</TABLE>


                             PLAN OF DISTRIBUTION

     The sale of the Shares offered hereby by the Selling Shareholders may be
effected from time to time on the New York Stock Exchange or such other national
securities exchange or automated interdealer quotation system on which the
shares of NOVA Common Stock are then listed, in transactions in the over-the-
counter market, in negotiated transactions, through put or call options
transactions relating to the Shares, through short sales of Shares, or through a
combination of such methods of sale at market prices prevailing at the time of
sale or at negotiated prices. Such transactions may or may not involve brokers
or dealers. The Shares may be sold by one or more of the following: (a) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) a block trade in which
the broker or dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (d) an exchange distribution in accordance with the rules of such
exchange; and (e) through the writing of options on the Shares. The Selling
Shareholders must effect such transactions by notifying NOVA in advance of any
intended transaction in order for NOVA to determine compliance with applicable
federal and state securities laws, and then upon receipt of notice from NOVA
that such transaction may proceed. If necessary, a supplemental prospectus which
describes the method of sale in greater detail may be filed by NOVA with the
Commission pursuant to a post-effective amendment to this Registration Statement
or pursuant to Rule 424 under the Securities Act under certain circumstances. In
effecting sales, brokers or dealers engaged by the Selling Shareholders and/or
the purchasers of the Shares may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions, concessions or
discounts from the Selling Shareholders and/or the purchasers of the Shares in
amounts to be negotiated prior to the sale. In addition, any Shares covered by
this Prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus. The
number of Shares to be reoffered or resold by means of this Prospectus, by each

                                       16
<PAGE>
 
Selling Shareholder, and any other person with whom the Selling Shareholder is
acting in concert for the purpose of selling securities of NOVA , may not
exceed, during any three month period, the amount specified by Rule 144(e) under
the Securities Act.

     NOVA will bear all expenses in connection with the registration and sale of
the Shares, other than commissions, concessions or discounts to brokers or
dealers and fees and expenses of counsel or other advisors to the Selling
Shareholders.

     The Selling Shareholders and any broker or dealer who acts in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any compensation
received by them and any profit on any resale of the Shares as principals might
be deemed to be underwriting discounts and commissions under the Securities Act.


                                    EXPERTS

     The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from NOVA's Annual
Report on Form 10-K for each of the three years in the period ended December 31,
1997, have been audited by Ernst & Young LLP, independent auditors, as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.


                                  LEGAL MATTERS

     The legality of the Shares offered hereby has been passed upon for NOVA  by
Long Aldridge & Norman LLP, Atlanta, Georgia 30308.

                                       17
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
            ---------------------------------------

     The following documents  heretofore filed by the Registrant with the
Commission are hereby incorporated herein by reference as of their respective
dates.

     (1)  The Registrant's Annual Report on Form 10-K as amended on Form 10-K/A
          for the fiscal year ended December 31, 1997;

     (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1998;

     (3)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1998;

     (4)  The Registrant's Proxy Statement dated April 20, 1998, relating to its
          1998 Annual Meeting of Shareholders;

     (5)  The description of the Registrant's Common Stock as contained in Item
          1 of the Registrant's Registration Statement on Form 8-A (Registration
          No. 1-7088), as filed with the Commission on May 7, 1996; and

     (6)  The Joint Proxy Statement/Prospectus dated August 20, 1998, included
          in the Registrant's Registration Statement on Form S-4 (Registration
          No. 333-61867).

     In addition, all reports and documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and made a part hereof from the
date of the filing of such documents.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
            -----------------------------------------

     Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's Articles of Incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for breach
of their duty of care and other duties as directors; provided, however, that the
Section does not permit a corporation to eliminate or limit the liability of a
director for appropriating, in violation of his duties, any business opportunity
of the corporation, engaging in intentional misconduct or a knowing violation of
law, obtaining an improper personal benefit, or voting for or assenting to an
unlawful distribution (whether as a dividend, stock repurchase or redemption or
otherwise) as provided in Section 14-2-832 of the Georgia Code.  Section 14-2-
202(b)(4) also does not eliminate or limit the rights of a corporation or any
shareholder to seek an injunction or other non-monetary relief in the event of a
breach of a director's fiduciary duty.  In addition, Section 14-2-202(b)(4)
applies only to claims against a director arising out of his role as a director
and does not relieve a director from liability arising from his role as an
officer or in any other capacity.  The provisions of Article VII of the
Registrant's Articles of Incorporation  (the "Articles") are similar in all
substantive respects to those contained in Section 14-2-202(b)(4) of the Georgia
Code outlined above, and provides that the liability of directors of the
Registrant shall be limited to the fullest extent permitted by amendments to
Georgia law.

                                      II-1
<PAGE>
 
     Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern the
indemnification of directors, officers, employees and agents.  Section 14-2-851
of the Georgia Code provides for indemnification of a director of the Registrant
for liability incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (including civil actions brought as derivative actions by or in
the right of the Registrant) in which he may become involved by reason of being
a director of the Registrant.  Section 14-2-851 also provides such indemnity for
directors who, at the request of the Registrant, act as directors, officers,
partners, trustees, employees or agents of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or another
enterprise.  The Section permits indemnification if the director acted in a
manner he believed in good faith to be in or not opposed to the best interest of
the Registrant and, in addition, in criminal proceedings, if he had no
reasonable cause to believe his conduct was unlawful.  If the required standard
of conduct is met, indemnification may include judgments, settlements,
penalties, fines or reasonable expenses (including attorneys' fees) incurred
with respect to a proceeding.  However, if the director is adjudged liable to
the Registrant in a derivative action or on the basis that personal benefit was
improperly received by him, the director will only be entitled to such
indemnification for reasonable expenses as a court finds to be proper in
accordance with the provisions of Section 14-2-854.

     Section 14-2-852 of the Georgia Code provides that directors who are
successful with respect to any claim brought against them, which claim is
brought because they are or were directors of the Registrant, are entitled to
indemnification against reasonable expenses as of right.  Conversely, if the
charges made in any action are sustained, the determination of whether the
required standard of conduct has been met will be made, in accordance with the
provisions of Section 14-2-855 of the Georgia Code, as follows:  (i) by the
majority vote of a quorum of the disinterested members of the board of
directors; (ii) if a quorum cannot be obtained, by a committee thereof duly
designated by the board of directors, consisting of two or more disinterested
directors; (iii) by special legal counsel; or (iv) by the shareholders, but, in
such event, the shares owned by or voted under the control of directors seeking
indemnification may not be voted.

     Section 14-2-857 of the Georgia Code provides that an officer of the
Registrant (but not an employee or agent generally) who is not a director has
the mandatory right of indemnification granted to directors under Section 14-2-
852, as described above. In addition, the Registrant may, as provided by its
Articles, Bylaws, general or specific actions by its Board of Directors, or by
contract, indemnify and advance expenses to an officer, employee or agent who is
not a director to the extent that such indemnification is consistent with public
policy.

     The provisions of Article IX of the Registrant's Bylaws provide for
indemnification by the Registrant to the full extent permitted by, the foregoing
provisions of the Georgia Code outlined above.

     Officers and directors of the Registrant are presently covered by insurance
which (with certain exceptions and within certain limitations) indemnifies them
against any losses or liabilities arising from any alleged "wrongful act"
including any alleged breach of duty, neglect, error, misstatement, misleading
statement, omissions or other act done or wrongfully attempted.  The cost of
such insurance is borne by the Registrant as permitted by the Bylaws of the
Registrant and the laws of the State of Georgia.


ITEM 8.     EXHIBITS
            --------

EXHIBIT
NUMBER      DESCRIPTION
------      -----------
 4.1(a)     Articles of Incorporation of the Registrant, as amended (1)


                                      II-2
<PAGE>
 
 4.1(b)     Articles of Amendment to the Articles of Incorporation
            of the Registrant*

 4.2        Amended and Restated Bylaws of the Registrant (2)

 4.3        The Registrant's 1996 Employees Stock Incentive Plan, as amended 
            by the First Amendment (1), the Second Amendment, and the Third
            Amendment.*

 4.4        The Registrant's 1996 Directors Stock Option Plan, as amended and
            restated.*
 
 5          Opinion of Long Aldridge & Norman LLP*

23.1        Consent of Ernst & Young LLP*

23.2        Consent of Long Aldridge & Norman LLP (included in Exhibit 5)

24          Powers of Attorney (included on the Signature Page to this 
            Registration Statement)
------------
 *  Filed herewith.
(1) Filed as an Exhibit to the Registrant's Registration Statement on Form S-1
    (Registration No. 333-3287), and incorporated herein by reference.
(2) Filed as an Exhibit to the Registrant's Annual Report on Form 10-K for the
    fiscal year ended December 31, 1996, and incorporated herein by reference.



                                      II-3


<PAGE>
 
ITEM 9.     UNDERTAKINGS
            ------------

     A.   Rule 415 Offering.

     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, as amended (the "Securities Act");

          (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.

          (iii)  To include any material information with respect to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

provided, however, because this registration statement is on Form S-8,
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, 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.  SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

          The Registrant 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 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.

                                      II-4


<PAGE>
 
          C.  INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
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 and will be governed by the final
adjudication of such issue.

                                      II-5


<PAGE>
 
                                  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 September 29, 1998.

                                       NOVA CORPORATION
                                       (Registrant)

                                       By: /s/ Edward Grzedzinski
                                           ---------------------- 
                                           Edward Grzedzinski
                                           Chairman of the Board, President
                                           and Chief Executive Officer
                                           (principal executive officer)
 

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Edward Grzedzinski, James M. Bahin and Carole A. Loftin, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement and to sign any and all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of September 29, 1998.

Signatures                        Title
----------                        -----

/s/ Edward Grzedzinski            Chairman of the Board, President and
-------------------------------   Chief Executive Officer (principal executive 
Edward Grzedzinski                officer) 
                            
/s/ James M. Bahin                Vice Chairman of the Board, Chief
-------------------------------   Financial Officer and Secretary
James M. Bahin                    (principal accounting officer)

/s/ Richardson M. Roberts         Vice Chairman of the Board
-------------------------------   
Richardson M. Roberts

/s/ Gregory S. Daily              Vice Chairman of the Board
-------------------------------
Gregory S. Daily

                                      II-6
 

<PAGE>
 
/s/ Charles T. Cannada            Director
-------------------------------
Charles T. Cannada

/s/ Stephen D. Kane               Director
-------------------------------
Stephen D. Kane

/s/ Dr. Henry Kressel             Director
-------------------------------
Dr. Henry Kressel

/s/ George M. Miller II           Director
-------------------------------
George M. Miller II

/s/ Harold L. Siebert             Director
-------------------------------
Harold L. Siebert

                                  Director
-------------------------------
Maurice F. Terbrueggen, Jr.

/s/ Stephen E. Wall               Director
-------------------------------
Stephen E. Wall


*By:
     --------------------------
     As Attorney-in-Fact

                                      II-7

<PAGE>
 
                                 EXHIBIT INDEX

EXHIBIT
NUMBER       DESCRIPTION
-------      -----------

 4.1(a)      Articles of Incorporation of the Registrant, as amended (1)

 4.1(b)      Articles of Amendment to the Articles of Incorporation of
             the Registrant*

 4.2         Amended and Restated Bylaws of the Registrant. (2)

 4.3         The Registrant's 1996 Employees Stock Incentive Plan, as
             amended by the First Amendment (1), the Second Amendment, and
             the Third Amendment*

 4.4         The Registrant's 1996 Directors Stock Option Plan, as amended
             and restated*

 5           Opinion of Long Aldridge & Norman LLP*

23.1         Consent of Ernst & Young LLP*

23.2         Consent of Long Aldridge & Norman LLP (included in Exhibit 5)

24           Powers of Attorney (included on the Signature Page to this
             Registration Statement)
------------
 *  Filed herewith.
(1) Filed as an Exhibit to the Registrant's Registration Statement on Form 
    S-1 (Registration No. 333-3287), and incorporated herein by reference.
(2) Filed as an Exhibit to the Registrant's Annual Report on Form 10-K for
    the fiscal year ended December 31, 1996, and incorporated herein by
    reference.
[{"type": "S-8", "sequence": "1", "description": "NOVA CORPORATION FORM S-8", "secsgml_size_bytes": 134697}]
{"company-data": {"conformed-name": "NOVA CORP \\GA\\", "cik": "0001009918", "assigned-sic": "7380", "irs-number": "582209575", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64683", "film-number": "98717831"}, "business-address": {"street1": "ONE CONCOURSE PARKWAY", "street2": "STE 300", "city": "ATLANTA", "state": "GA", "zip": "30328", "phone": "7703961456"}, "mail-address": {"street1": "ONE CONCOURSE PARKWAY", "street2": "SUITE 300", "city": "ATLANTA", "state": "GA", "zip": "30328"}}
As filed with the Securities and Exchange Commission on September 29, 1998

                                                      Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                ---------------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ---------------

                               NOVA CORPORATION
            (Exact name of registrant as specified in its charter)

           Georgia                                               58-2209575
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

          ONE CONCOURSE PARKWAY, SUITE 300, ATLANTA, GEORGIA, 30328 
         (Address of principal executive offices, including zip code)

             NOVA CORPORATION 1996 EMPLOYEES STOCK INCENTIVE PLAN

               NOVA CORPORATION 1996 DIRECTORS STOCK OPTION PLAN
 
                           (Full title of the plans)
                          --------------------------
 
                                  COPIES TO:
 
             JAMES M. BAHIN                           DAVID M. CALHOUN, ESQ.
            NOVA CORPORATION                        LONG ALDRIDGE & NORMAN LLP
          ONE CONCOURSE PARKWAY                        303 PEACHTREE STREET
               SUITE 300                                    SUITE 5300
          ATLANTA, GEORGIA 30328                      ATLANTA, GEORGIA 30308
  (Name and address of agent for service)                 (404) 527-4000
              (770) 396-1456
  (Telephone number, including area code,
           of agent for service)
 
                        CALCULATION OF REGISTRATION FEE
================================================================================================================================ 
Title of Securities           Amount to be      Proposed Maximum Offering        Proposed Maximum                Amount of
 to be Registered              Registered          Price Per Share (2)       Aggregate Offering Price (2)    Registration Fee (2) 
=================================================================================================================================
Common Stock, $.01
 par value per share
                    
1996 Employees
 Stock Incentive Plan          4,000,000(1)              $29.656                      $118,624,000.00             $34,994.08
 
1996 Directors
 Stock Option Plan               134,250(2)              $29.656                      $  3,981,318.00             $ 1,174.49  
                                  15,750                 $30.3631                     $    478,218.83             $   141.08

Total                          4,150,000                                              $123,083,536.83             $36,309.65
=================================================================================================================================
(1)  The shares consist of additional shares of Common Stock of the Registrant
     ("NOVA Common Stock") that may be acquired pursuant to options or awards
     that may be granted in the future pursuant to the NOVA Corporation 1996
     Employees Stock Incentive Plan, as amended (the "Stock Incentive Plan").
     The initial 2,000,000 shares of NOVA Common Stock reserved for issuance
     under the Stock Incentive Plan were registered under a Registration
     Statement (Commission File No. 333-04351) that became effective on May 23,
     1996.  An undetermined number of additional shares may be issued, or the
     shares registered hereunder may be combined into an undetermined lesser
     number of shares, if the antidilution provisions of the Stock Incentive
     Plan become operative.

(2)  The shares represent (i) 15,750 shares of NOVA Common Stock which may be
     acquired pursuant to options outstanding under the NOVA Corporation 1996
     Directors Stock Option Plan (the "Directors Plan") and (ii) 134,250 shares
     of NOVA Common Stock which may be acquired pursuant to options available
     for grant in the future under the Directors Plan.

(3)  The offering price for the 15,750 shares subject to currently outstanding
     options under the Directors Plan are the applicable option exercise prices
     for each currently outstanding option. The exercise price for such options
     varies from $18.125 per share to $32.00 per share with an average exercise
     price of $30.3631 per share and a total exercise price for all options of
     $478,218.83. The offering price of the 134,250 shares which may be acquired
     pursuant to options available for grant in the future under the Directors
     Plan and the 4,000,000 shares which may be acquired pursuant to options
     available for grant in the future under the Stock Incentive Plan is not
     presently determinable. The offering price for such shares is estimated
     pursuant to Rule 457(c) and (h)(1) solely for the purpose of calculating
     the registration fee, and is based upon the average of the high and low
     prices of the NOVA Common Stock on September 23, 1998, as quoted on the New
     York Stock Exchange.

         INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT

     This Registration Statement relates, in part, to the amendment of the Stock
Incentive Plan to increase the number of shares of NOVA Common Stock authorized
to be issued under the Plan from 2,000,000 to 6,000,000.  An earlier
Registration Statement filed on Form S-8 (Commission File No. 333-04351)
covering 2,000,000 shares of NOVA Common Stock issuable under the Stock
Incentive Plan is effective.  Pursuant to General Instruction E to Form S-8, the
contents of the earlier Registration Statement are incorporated herein by
reference.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                        
     The documents containing the information specified in the instructions to
Part I of the Registration Statement on Form S-8 will be sent or given to
participants in the Stock Incentive Plan and the Directors Plan as required by
Rule 428(b)(1) of the rules promulgated under the Securities Act of 1933, as
amended. As permitted by the instructions to Part I of the Registration
Statement on Form S-8, such documents are not filed with this Registration
Statement.
EXPLANATORY NOTE: PURSUANT TO GENERAL INSTRUCTION C TO REGISTRATION STATEMENT
ON FORM S-8, THE FOLLOWING "REOFFER PROSPECTUS" MAY BE USED FOR REOFFERS AND
RESALES OF "CONTROL SECURITIES" OR "RESTRICTED SECURITIES" (EACH AS DEFINED IN
GENERAL INSTRUCTION C) GRANTED OR ISSUED UNDER THE NOVA CORPORATION 1996
EMPLOYEES STOCK INCENTIVE PLAN.

PROSPECTUS                     6,000,000  SHARES

                               NOVA CORPORATION

                                 COMMON STOCK

                                ---------------

     This Prospectus relates to reoffers and resales by certain employees,
former employees, affiliates or former affiliates (the "Selling Shareholders")
of NOVA Corporation ("NOVA"), of up to 6,000,000 shares (the "Shares") of NOVA
Common Stock, $.01 par value per share (the "NOVA Common Stock"), that have been
or may in the future be issued as restricted stock or acquired upon the exercise
of options to purchase NOVA Common Stock pursuant to the NOVA Corporation 1996
Employees Stock Incentive Plan (the "Stock Incentive Plan"). The number of
shares offered hereby may be adjusted as a result of events such as stock
splits, stock dividends or similar transactions pursuant to the terms of the
Stock Incentive Plan. NOVA will not receive any proceeds from the sale of the
Shares.

     The sale of the Shares offered hereby may be effected from time to time in
transactions on the New York Stock Exchange or such other national securities
exchange or automated interdealer quotation system on which the shares of NOVA
Common Stock are then listed, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the Shares,
through short sales of Shares, or through a combination of such methods of sale,
at prevailing market prices or at negotiated prices. The Selling Shareholders
must effect such transactions by notifying NOVA in advance of any intended
transaction in order for NOVA to determine compliance with applicable federal
and state securities laws, and then upon receipt of notice from NOVA that such
transaction may proceed. Such transactions may or may not involve brokers or
dealers. Such brokers or dealers may receive compensation in the form of
commissions or otherwise in such amounts as may be negotiated by them. As of the
date of this Prospectus, no agreements have been reached for the sale of the
Shares or the amount of any compensation to be paid to brokers or dealers in
connection therewith. NOVA will bear all expenses in connection with the
registration and sale of the Shares being offered by the Selling Shareholders,
other than commissions, concessions or discounts to brokers or dealers and fees
and expenses of counsel or other advisors to the Selling Shareholders. See "Plan
of Distribution."

     The NOVA Common Stock is listed on the New York Stock Exchange under the
trading symbol "NIS." On September 28, 1998, the last reported sale price for
the shares of NOVA Common Stock on the New York Stock Exchange was $31.1875 per
share.

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
              SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF
                THESE SECURITIES OR PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THIS PROSPECTUS.  ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

              The date of this Prospectus is September 29, 1998.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTEMPLATED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY NOVA OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NOVA SINCE THE DATE
HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.

                                       2
TABLE OF CONTENTS

                                                                         Page
                                                                         ----
AVAILABLE INFORMATION..................................................    4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................    4

THE COMPANY............................................................    6

RISK FACTORS...........................................................    7

SELLING SHAREHOLDERS...................................................   16

PLAN OF DISTRIBUTION...................................................   16

EXPERTS................................................................   17

LEGAL MATTERS..........................................................   17
 

                                       3
AVAILABLE INFORMATION

     NOVA is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission").  Proxy statements,
reports and other information concerning NOVA can be inspected and copied at
prescribed rates at the public reference facilities maintained by the Commission
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the regional
offices of the Commission at Seven World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois  60661.  In addition, the reports, proxy statements and other
information can be obtained from the Commission's website at http://www.sec.gov.
The NOVA Common Stock is listed on the New York Stock Exchange.  Reports, proxy
statements and other information concerning NOVA also can be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

     NOVA has filed with the Commission a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of NOVA Common Stock offered
hereby.  This Prospectus, which is a part of the Registration Statement, does
not contain all the information set forth in, or annexed as exhibits to, the
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Commission.  For further information with
respect to NOVA and the Shares offered hereby, reference is made to the
Registration Statement, including the exhibits thereto.  Copies of the
Registration Statement, including exhibits, may be obtained from the
aforementioned public reference facilities of the Commission upon payment of the
prescribed fees or may be examined without charge at such facilities.
Statements contained herein concerning any document filed as an exhibit are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement.  Each such
statement is qualified in its entirety by such reference.

     NOVA will provide without charge to each person to whom a copy of this
Prospectus is delivered, including any beneficial owner of the Shares, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates).  Requests should be directed to: James M.
Bahin, Corporate Secretary, NOVA Corporation, One Concourse Parkway, Suite 300,
Atlanta, Georgia 30328, telephone number (770) 396-1456.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents heretofore filed by NOVA with the Commission are
hereby incorporated herein by reference as of their respective dates.

     (1) NOVA's Annual Report on Form 10-K for the fiscal year ended December
         31, 1997;

     (2) NOVA's Quarterly Report on Form 10-Q for the quarter ended March 31,
         1998;

     (3) NOVA's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1998;

     (4) NOVA's Proxy Statement dated April 20, 1998, relating to its 1998
         Annual Meeting of Shareholders;

                                       4
(5)  The description of NOVA Common Stock as contained in Item 1 of NOVA's
          Registration Statement on Form 8-A (Registration No. 1-14342), as
          filed with the Commission on May 7, 1996; and

     (6)  The Joint Proxy Statement/Prospectus dated August 20, 1998, included
          in NOVA's Registration Statement on Form S-4 (Registration No. 333-
          61867).

     All reports and documents filed by NOVA  pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from the date of the filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

                                       5
THE COMPANY

GENERAL

     NOVA  is a Georgia corporation with its principal executive offices at One
Concourse Parkway, Suite 300, Atlanta, Georgia 30328.  Its telephone number is
(770) 396-1456.

     The Shares offered hereby have been issued to the Selling Shareholders upon
the exercise of options to purchase NOVA Common Stock.

RECENT TRANSACTION WITH PMT

     Effective September 24,1998, NOVA  and Services, Inc. ("PMT") completed the
merger transactions contemplated by the Agreement and Plan of Merger dated June
17, 1998 (the "Merger Agreement"), between NOVA , Church Merger Corp., a wholly-
owned subsidiary of NOVA  ("Mergerco") and PMT.  The shareholders of NOVA  and
PMT approved the Merger Agreement and the transactions contemplated thereby at
separate special meetings of shareholders held on September 24, 1998.  PMT is an
independent service organization that markets and services electronic credit
card authorization and payment systems to merchants located throughout the
United States.  PMT's operating and growth strategies focus on expanding PMT's
customer base of small- to medium-sized merchants through trade and other
association affiliations, telemarketing, acquiring subsidiary sales forces,
merchant portfolio purchases and the provision of high levels of customer
service.  PMT will continue to operate its business as a wholly-owned subsidiary
of NOVA.

     Pursuant to the Merger Agreement, Mergerco merged (the "Merger") with and
into PMT, with PMT surviving the Merger as a wholly-owned subsidiary of NOVA.
Upon consummation of the Merger, each outstanding share of Common Stock of PMT
("PMT Stock") ceased to be outstanding and was converted into and exchanged for
0.715 shares of NOVA Common Stock.  Additionally, each option or warrant to
purchase PMT Stock outstanding at the effective time of the Merger, whether or
not then exercisable, was converted automatically into an option or warrant to
purchase a number of shares of NOVA Common Stock equal to (A) the number of
shares of PMT Stock issuable upon exercise of the option or warrant multiplied
by (B) 0.715 (the exchange ratio in the Merger).  The number of shares of NOVA
Common Stock issuable upon exercise of the options and warrants will be rounded
to the nearest whole number of shares of NOVA Common Stock.  The exercise price
per share of  NOVA Common Stock issuable upon exercise of the options and
warrants will be equal to (A) the exercise price per share of PMT Stock set
forth in the applicable option or warrant agreement divided by (B) 0.715 and
rounded to the nearest cent.  Pursuant to the terms of the PMT stock option
plans pursuant to which PMT granted the options, all options granted under the
plans which are outstanding at the effective time of the Merger became fully
vested at the effective time of the Merger.  The other terms and conditions of
the options and warrants will be substantially the same as the terms and
conditions of the options immediately prior to the effective time.  The terms of
the Merger Agreement, including the consideration payable by NOVA, was
determined through arms-length negotiations between NOVA and PMT.

     As of the effective time of the Merger, 52,658,644 shares of PMT Stock were
issued and outstanding and approximately 3,260,058 shares of PMT Stock were
issuable upon exercise of outstanding options and warrants to purchase PMT
Stock. As a result, NOVA will issue an aggregate of approximately 37,650,930
shares of NOVA Common Stock in the Merger and has reserved 2,330,941 shares of
NOVA Common Stock for issuance upon exercise of the options and warrants to
purchase PMT Stock. NOVA will issue only whole

                                       6
shares of NOVA Common Stock in the Merger and will pay to former PMT
shareholders cash in lieu of fractional shares of NOVA Common Stock to which
they otherwise are entitled.

     Pursuant to the Merger Agreement, NOVA agreed that at the effective time of
the Merger the Board of Directors of NOVA would consist of 11 directors,
comprised of five directors designated by NOVA (the "NOVA Designated
Directors"), five directors designated by PMT (the "PMT Designated Directors"),
and one other director nominated by NOVA and approved by PMT (the "Nominated
Director"). As a result, the Board of Directors now consists of Edward
Grzedzinski, James M. Bahin, Dr. Henry Kressel, Maurice F. Terbrueggen, Stephen
E. Wall (NOVA Designated Directors), Charles T. Cannada (the Nominated
Director), Richardson M. Roberts, Gregory S. Daily, Stephen D. Kane, Harold L.
Siebert and George M. Miller II (the PMT Designated Directors). Each of the NOVA
Designated Directors and the Nominated Director were directors of NOVA prior to
the Merger and each of the PMT Designated Directors were directors of PMT prior
to the Merger. In order to facilitate the change in composition of the Board
contemplated by the Merger Agreement, at the effective time of the Merger, three
directors of NOVA , Dr. James E. Carnes, U. Bertram Ellis and Joseph P. Landy,
resigned as directors.

     Edward Grzedzinski, the Chairman of the Board, President and Chief
Executive Officer of NOVA prior to the Merger, and James M. Bahin, the Vice
Chairman, Chief Financial Officer and Secretary of NOVA prior to the Merger,
retained their positions with NOVA . Richardson M. Roberts, the Chairman and
Chief Executive Officer of PMT prior to the Merger, was elected as a Vice
Chairman of NOVA's Board of Directors and continues as Chief Executive Officer
of PMT. Gregory S. Daily, the President of PMT prior to the Merger, was elected
as a Vice Chairman of NOVA's Board of Directors and continues as President of
PMT.

     The terms and conditions of the Merger Agreement and the transactions
contemplated thereby, including certain pro forma combined condensed financial
data, are set forth in the Joint Proxy Statement/Prospectus dated August 20,
1998, included in NOVA's Registration Statement on Form S-4 (Registration No.
333-61867), which is incorporated herein by reference.

     In connection with the Merger, NOVA amended its Articles of Incorporation
to increase the number of authorized shares of NOVA Common Stock from 50,000,000
shares to 200,000,000 shares.  The shareholders of NOVA approved the amendment
to the Articles of Incorporation at the special meeting of NOVA's shareholders
held on September 24, 1998.  The shareholders also approved an amendment to the
Stock Incentive Plan to increase the number of shares of NOVA Common Stock
issuable pursuant to the Stock Incentive Plan from 2,000,000 shares to 6,000,000
shares.

                                  RISK FACTORS

     In addition to the other information included or incorporated by reference
in this Prospectus, the following risk factors should be considered carefully in
evaluating an investment in NOVA Common Stock.

     This Prospectus contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 20A of the Exchange Act, which
represent NOVA's expectations or beliefs, including, but not limited to,
statements concerning transaction volume and the impact of acquisitions, joint
ventures and alliances. When used in this Prospectus, the words "may," "could,"
"should," "would," "believe," "anticipate," "estimate," "expect," "intend,"
"plan" and similar terms and/or expressions are intended to identify forward-
looking statements. These statements by their nature involve substantial risks
and uncertainties, certain of which are beyond NOVA's control.  NOVA cautions
that various factors, including the factors described under the 

                                       7
caption "Risk Factors" and those discussed in NOVA's filings with the
Commission, as well as general economic conditions and industry trends could
cause actual results or outcomes to differ materially from those expressed in
any forward-looking statements of NOVA. Any forward-looking statement speaks
only as of the date of this Prospectus, and NOVA undertakes no obligation to
update any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of an unanticipated event. New factors emerge from time to time, and
it is not possible for NOVA to predict all of such factors. Further, NOVA cannot
assess the impact of each such factor on its business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.

VISA AND MASTERCARD REGISTRATION TERMINATION

     NOVA, along with all other nonbank transaction processors, must be
sponsored by a financial institution that is a principal member of the VISA and
MasterCard credit card associations in order to process bankcard transactions.
Through each of Regions Bank, Bank of the West, Mellon Bank, N.A. ("Mellon
Bank"), Firstar Bank U.S.A., N.A. ("Firstar"), KeyBank National Association
("KeyBank") and FUNB, a subsidiary of First Union Corporation, which serve as
member clearing banks for NOVA, NOVA is registered with VISA and MasterCard as a
certified processor and member service provider. PMT is registered as a member
service provider with many of the clearing banks that currently provide
processing services on behalf of PMT. NOVA's designation with VISA and
MasterCard as a certified processor and NOVA's and PMT's status as a member
service provider are dependent upon NOVA's and PMT's continuing adherence to the
standards of the VISA and MasterCard credit card associations. These standards
are set by the respective member financial institutions of VISA and MasterCard,
some of which are competitors of NOVA and PMT. In the event NOVA or PMT fails to
comply with these standards, NOVA's designation as a certified processor or
NOVA's or PMT's status as a member service provider could be suspended or
terminated. There can be no assurance that VISA and MasterCard will maintain
NOVA's and PMT's registrations or that the current VISA and MasterCard rules
allowing NOVA, PMT and other nonbank transaction processors to market and
provide transaction processing services will remain in effect.

     The termination of NOVA's or PMT's member service provider registrations or
NOVA's status as a certified processor, or any changes in the VISA or MasterCard
rules that prevent NOVA's or PMT's registration or otherwise limit NOVA's or
PMT's ability to provide transaction processing and marketing services for VISA
or MasterCard, would have a material adverse effect on NOVA's and PMT's
financial condition and results of operations.

CONVERSION OF PMT MERCHANT PORTFOLIO

     In order to fully realize the anticipated cost savings and synergies
resulting from the Merger, NOVA intends to convert (the "PMT Conversion") a
substantial portion of PMT's merchant portfolio to the processing systems of
NOVA, as well as to NOVA's proprietary telecommunications network (the "NOVA
Network"). However, because PMT, in a manner similar in many respects to NOVA,
utilizes the services of third party processors and third party clearing and
settlement banks, the cooperation of such third parties is critical to a
successful PMT Conversion. Further, such third parties may claim an ownership
interest in certain of the PMT merchant relationships to which they are party,
and those claims, if successful, could impede the PMT Conversion and,
correspondingly, reduce the cost savings and synergies anticipated to be gained
by virtue of the Merger. In the event such third party claims arise or such
third parties refuse or fail to cooperate in the PMT Conversion, the resulting
inability to achieve anticipated cost savings and synergies from the Merger
could have a material adverse effect on NOVA.

                                       8
RISKS ASSOCIATED WITH THE MERGER AND ACQUISITION STRATEGY

     Increased Consolidation in the Marketplace. A material element of NOVA's
growth strategy is the purchase of additional merchant portfolios and
acquisition of operating businesses and transaction processing assets in order
to facilitate growth, expand NOVA's distribution channels and create greater
economies of scale. NOVA faces significant competition from other transaction
processors and independent service organizations ("ISOs") for available
acquisition, joint venture and alliance opportunities. This competition has an
impact on the price and availability of acquisitions, joint ventures and
alliances. In addition, community and regional banks, whose transaction
processing businesses have been NOVA's primary source of acquisition
opportunities, in recent years have been undergoing extensive consolidation
reflective of underlying trends in the financial institutions industry and
unrelated to their transaction processing businesses. As a result, smaller banks
that may have sought to divest themselves of their transaction processing
businesses may be acquired by banks that compete with NOVA or banks that have a
relationship or alliance with one or more competitors of NOVA, thus potentially
depriving NOVA of acquisition opportunities. There can be no assurance that the
historical or current level of acquisition opportunities will continue to exist,
that NOVA will be able to acquire merchant portfolios, operating businesses and
transaction processing assets that satisfy NOVA's criteria, or that any such
acquisition will be on terms favorable to NOVA.

     Complexity of Risk Analysis of Acquisition Targets. In evaluating any
potential purchase of a merchant portfolio, joint venture or business
combination (including the Merger), NOVA conducts a due diligence review of the
related merchant portfolio. The review process includes analyzing the
composition of the merchant portfolio, applying uniform standards and
underwriting guidelines developed by NOVA to the merchant portfolio and
attempting to identify high-risk merchants contained in the merchant portfolio.
Notwithstanding these due diligence efforts, however, there can be no assurance
that NOVA will properly assess the risk attributes associated with a purchased
portfolio or otherwise identify high-risk merchants. Incorrect risk assessments
may result in excessive losses from chargebacks or merchant fraud in connection
with any portfolio purchased or otherwise acquired by NOVA.

     Conversion of Merchant Portfolios. At the time of consummation of merchant
portfolio purchases, business combinations (including the Merger) or joint
ventures, merchants in a purchased portfolio typically are not operating on the
NOVA Network and may not use the merchant accounting processors used by NOVA.
Until NOVA converts each newly-purchased merchant to the NOVA Network and NOVA's
merchant accounting processors, NOVA has little, if any, control over the
performance of such other networks and processors and typically is unable to
apply fully its risk management and fraud avoidance practices to such merchants.
NOVA also must continue to pay third parties for processing services until the
purchased portfolio is fully converted to the NOVA Network, reducing the
economic benefits to NOVA during such time. Moreover, the merchant customers
that comprise a purchased portfolio may have been sold transaction processing
services by ISOs and financial institutions sponsored by a principal member of
the VISA and MasterCard credit card associations. ISOs are independent agents
that typically market and sell the full range of transaction processing services
to merchants, with such services primarily being outsourced on a non-exclusive
basis. Further, the conversion of merchants may require that merchants learn new
operating procedures and could result in problems, causing merchants to seek
verbal authorization of credit and debit card transactions. As a condition to
conversion, merchants also may seek to negotiate lower fees.

     As a result of the Merger, the magnitude, scope, timing, duration and
expense of the PMT Conversion, and the ongoing conversion of the merchant
portfolio associated with NOVA's joint venture transaction with 

                                       9
KeyBank will, in the aggregate, be greater than any conversion previously
undertaken by NOVA, and there can be no assurance that NOVA can successfully
complete these conversions in a timely manner, either concurrently or in series.
Failure to complete these conversions in accordance with management plans could
have a material adverse effect on NOVA's financial condition and results of
operations.

     NOVA's acquisition strategy and the resulting growth of NOVA from that
strategy will require that NOVA continue to attract and retain qualified
personnel, while concurrently expanding its managerial and operational
infrastructure. Further, the success of the PMT Conversion and the success of
the operations of PMT following the Merger also will depend on NOVA's ability to
retain a significant number of PMT's current key operations personnel following
the Merger. There can be no assurance that NOVA will be able to hire and retain
qualified personnel or that NOVA will be able to expand successfully its
infrastructure as appropriate to accommodate future acquisitions or growth.
NOVA's acquisitions may involve the hiring by NOVA of certain management and
sales personnel affiliated with the purchased portfolio, and the failure to
integrate successfully such personnel into NOVA's operations and business
culture may adversely affect the conversion process. As a result of any of these
factors and considerations, NOVA may not realize the expected economic benefits
associated with its acquisitions, which may have a material adverse effect on
NOVA's financial condition and results of operations.

  There can be no assurance that future acquisitions will not have an adverse
effect upon NOVA's operating results, particularly in the fiscal quarters
immediately following the completion of such transactions, while the operations
of the acquired entities are converted and integrated into NOVA's operations.
NOVA's acquisition strategy will require substantial capital resources, and is
likely to result in NOVA incurring additional indebtedness. There can be no
assurance that financing for future acquisitions will be available or will be
obtained on terms favorable to NOVA.

     Risks Associated with Joint Venture Alliances. The recently consummated
joint venture alliances with each of Firstar and KeyBank (each a "Joint
Venture," and collectively, the "Joint Ventures") present certain risks to NOVA
in addition to the risks normally associated with portfolio acquisitions which
have been, and continue to be, a material element of NOVA's growth strategy.
Because each of the Joint Ventures involved the creation of a newly-formed
limited liability company jointly owned, managed and serviced by NOVA and
Firstar or KeyBank, as the case may be, continued cooperation with each of
Firstar and KeyBank is important to the success of the Joint Ventures. There can
be no assurance that NOVA's relationships with each of Firstar and KeyBank will
continue to be cooperative and, accordingly, there can be no assurance that NOVA
will realize the anticipated economic benefits from the Joint Ventures. Further,
in the event of a change in control of NOVA's partners in the Joint Ventures,
there can be no assurance that the resulting entity will support the Joint
Ventures in the same manner and to the same degree as its predecessor. For
instance, Firstar Corporation, the parent of Firstar, recently announced that it
had agreed to merge with Star Banc Corporation. There can be no assurance that
the resulting entity in this merger will support the Firstar Joint Venture in
the same manner and to the same degree as Firstar. Further, the management and
provision of processing services to each of Elan Merchant Services, LLC ("Elan
Merchant Services") and Key Merchant Services, LLC ("Key Merchant Services")
(collectively, the "Limited Liability Companies") imposes increased
administrative, managerial and technological demands on NOVA's infrastructure
and related systems, and there can be no assurance that NOVA will meet
successfully such material demands and requirements.

     Each of the Joint Ventures has been formed for a definitive term (subject
in each case to renewal provisions), but is subject to earlier termination by
NOVA or Firstar or KeyBank, as the case may be, under a variety of
circumstances. In the event of earlier termination, or upon termination of
either Joint Venture upon 

                                       10
expiration of its term in the absence of renewal, the then-current assets and
merchant portfolio of such Joint Venture are subject to "repurchase rights" by
either NOVA or Firstar or KeyBank, as the case may be, depending on the
circumstances of termination. For example, each of the Joint Ventures imposes
upon NOVA certain standards with respect to the performance of its processing
services. In the event such standards are breached and not appropriately
remedied by NOVA, Firstar or KeyBank, as the case may be, would have the right
to purchase NOVA's interest in Elan Merchant Services or Key Merchant Services,
respectively. Any such purchase would likely result in a significant decrease in
the number of merchant locations served and the aggregate sales volume processed
by NOVA, which may have a material adverse effect on NOVA's financial condition
and results of operations. Further, in valuing the Joint Ventures, and
establishing a purchase price in connection therewith, NOVA assumes the
continuance of each of the Joint Ventures for a minimum term. Earlier
termination may result in NOVA not realizing the anticipated economic and
marketing benefits from the Joint Ventures, which may have a material adverse
effect on NOVA's financial condition and results of operations.

COMPETITION AND CONSOLIDATION

     The market for credit, charge and debit card transaction processing
services is highly competitive. The level of competition has increased
significantly in recent years and this trend is expected to continue. According
to industry sources, the ten largest bankcard processors accounted for
approximately 85% of the total charge volume processed in 1997.  Several of
NOVA's competitors and potential competitors have greater financial,
technological, marketing and personnel resources than NOVA, and there can be no
assurance that NOVA will continue to be able to compete successfully with such
entities. In addition, the competitive pricing pressures that would result from
any increase in competition would adversely affect NOVA's margins and may have a
material adverse effect on NOVA's financial condition and results of operations.
NOVA and, to a lesser extent, PMT, market their services through several
different marketing channels, including through banks. In the event that there
is continued significant consolidation in the banking industry, banks that
market NOVA's services through joint ventures, alliance relationships, and
otherwise may be acquired by banks that compete with NOVA or by banks that have
a relationship or alliance with one or more competitors of NOVA, thus
potentially depriving NOVA of a distribution channel. For instance, each of
Firstar (one of NOVA's joint venture partners) and Crestar (a bank with whom
NOVA maintains an alliance relationship) recently announced that they had agreed
to engage in business combination transactions with third party financial
institutions. While management does not believe that such business combinations,
if consummated, will have a material adverse effect on NOVA's relationship with
either Firstar or Crestar, there can be no assurance that the resulting entities
in such business combinations will support their respective relationships with
NOVA in the same manner and to the same degree as their predecessors.

MERCHANT ATTRITION

     NOVA experiences attrition of its merchant base in the ordinary course of
business resulting from several factors, including business closures, losses to
competitors and conversion-related losses. In addition, substantially all of
NOVA's contracts with its merchants may be terminated by either party upon prior
notice of 30 days or less. Increased merchant attrition may have a material
adverse effect on NOVA's financial condition and results of operations. There
can be no assurance that NOVA will not experience higher rates of attrition in
the future, particularly in connection with purchased merchant portfolios
generally, and the PMT Conversion specifically.

                                       11
DEPENDENCE ON MERCHANT ACCOUNTING RELATIONSHIPS

     NOVA outsources certain merchant accounting services to Vital Processing
Services L.L.C. (formerly Total System Services, Inc.) ("Vital Processing
Services") and Mellon Bank. These services consist of reorganizing and
accumulating daily transaction data on a merchant-by-merchant and card issuer-
by-card issuer basis, and forwarding this data to the credit card associations
for ultimate payment. The failure of Vital Processing Services and Mellon Bank
to continue to perform these services efficiently and effectively may adversely
affect NOVA's relationships with its merchant customers and may result in the
termination by merchants of their agreements with NOVA. The agreement with Vital
Processing Services expires July 1, 2001, and the agreement with Mellon Bank
expires June 30, 1999. NOVA currently is developing internal systems to provide
its own merchant accounting services. Termination of either agreement would
require NOVA to seek alternative outsourcing arrangements prior to NOVA's
implementation of NOVA's internal system to provide these merchant accounting
services. Although management believes that in the event of termination of
either or both of these agreements, NOVA could locate alternative outsourcing
arrangements or develop internal systems to perform these services, there can be
no assurance that such arrangements will be available on terms as favorable to
NOVA as the existing contracts or that NOVA could develop internal systems on a
timely or cost effective basis. Accordingly, termination of either agreement
could have a material adverse effect on NOVA's financial condition and results
of operations.

ANNOUNCED INTERCHANGE RATE INCREASES

     Historically, VISA and MasterCard have increased their respective
interchange rates each year. These increases affect all transaction processing
industry competitors. While NOVA and PMT historically have reflected these
increases in their pricing to merchants, there can be no assurance that
merchants will continue to assume the entire impact of the future changes or
that transaction processing volumes and merchant attrition will not be adversely
affected by the changes.

CHARGEBACK RISK

     When a billing dispute between a cardholder and a merchant is not resolved
in favor of the merchant, the transaction is "charged back" to the merchant and
the amount of the transaction is credited to the cardholder. Reasons for billing
disputes include, among others: (i) nonreceipt of merchandise or services; (ii)
unauthorized use of a credit card; and (iii) general disputes between a customer
and a merchant as to the quality of the goods sold or the services rendered by
that merchant.  Some of NOVA's merchant customers, including certain merchants
that generate high transaction processing volume, require full or partial
payment from debit and credit cardholders for products or services to be
delivered or rendered in the future.  If NOVA or its clearing banks are unable
to collect chargeback amounts from a merchant's account, and if the merchant
refuses or is unable due to bankruptcy or other reasons to reimburse NOVA for
the chargeback, NOVA bears the loss for the amount of the refund paid to the
cardholder.  NOVA attempts to reduce their exposure to such losses by performing
periodic credit reviews on their merchant customers and adjusting rates based,
in part, on the merchant's credit risk, business or industry.  There can be no
assurance that NOVA will not experience significant losses from chargebacks in
the future.  Increases in chargebacks not paid by merchants may have a material
adverse effect on NOVA's financial condition and results of operations.

                                       12
MERCHANT FRAUD

     NOVA bears the risk of losses caused by fraudulent credit card transactions
initiated by its merchant customers. Examples of merchant fraud include
inputting false sales transactions or false credits. NOVA monitors merchant
transactions against a series of standards that it and PMT have developed to
detect merchant fraud. Notwithstanding these measures, however, there can be no
assurance that NOVA will not experience significant amounts of merchant fraud in
the future, which may have a material adverse effect on NOVA's financial
condition and results of operations.

TELECOMMUNICATIONS SERVICES PROVIDED BY WORLDCOM

     NOVA has developed a proprietary telecommunications network, the NOVA
Network, and maintains an operating relationship with WorldCom. Pursuant to its
agreement with NOVA, WorldCom provides long-distance and local
telecommunications access, as well as technical support, to NOVA in connection
with the NOVA Network. This agreement was renegotiated recently and expires July
1, 2001, subject to earlier termination by NOVA in the event of quality
deficiencies in WorldCom's service. If the WorldCom agreement is terminated or
not renewed, NOVA would be required to utilize the long-distance and local
telecommunications access of another long-distance provider, which may increase
NOVA's expenses for network services, resulting in a material adverse effect on
the financial condition and results of operations of NOVA. WorldCom owns
approximately 5.5% of the outstanding NOVA Common Stock and has a representative
on NOVA's Board of Directors. There can be no assurance that conflicts of
interests between WorldCom and NOVA will not arise or that any such conflicts
will be resolved in a manner favorable to NOVA.

CERTAIN STATE TAX ISSUES

     Transaction processing companies like NOVA may be subject to state taxation
of certain portions of their fees charged to merchants for their services.
Application of this tax is an emerging issue in the transaction processing
industry and the states have not yet adopted uniform guidelines implementing
these regulations. If NOVA is required to pay such taxes and is unable to pass
this tax expense through to its merchant customers, the financial condition and
results of operations of NOVA could be adversely affected.

DEVELOPMENT AND MARKET ACCEPTANCE OF NEW PRODUCTS

     Because the transaction processing industry and the software application
products and value-added services of the type offered by NOVA has been
characterized by rapidly changing technology and the development of new products
and services, management of NOVA believes that the future success of NOVA will
depend, in part, on NOVA's ability to continue to improve its products and
services and to offer its merchant customers new products and services. There
can be no assurance that NOVA will continue to develop successful new products
and services or that NOVA's newly-developed products and services will perform
satisfactorily or be widely accepted in the marketplace.

FLUCTUATION IN QUARTERLY OPERATING RESULTS

     NOVA has experienced and expects to continue to experience significant
seasonality in its business. NOVA typically realizes higher revenues in the
third calendar quarter and lower revenues in the first calendar quarter,
reflecting increased transaction volumes during the summer months and a
significant decrease in transaction volume during the period immediately
following the holiday season. Quarterly results also are affected 

                                       13
by the timing of purchases of merchant portfolios and joint ventures and the
timing and magnitude of expenses for merchant portfolio conversions.
Fluctuations in operating results may result in volatility in the price of the
NOVA Common Stock.

DEPENDENCE ON KEY MANAGEMENT

     The development of NOVA's and PMT's business and operations has been
materially dependent upon the active participation of their respective executive
officers and other key employees. The loss of one or more of NOVA's executive
officers or other key employees may have a material adverse effect on NOVA's
financial condition and results of operations, as the case may be.

SIGNIFICANT INTANGIBLE ASSETS

     A substantial portion of NOVA's assets are intangible assets related to
purchased merchant portfolios or business operations. In the event of a material
decline in revenues generated from any of such merchant portfolios or business
operations which would not be recovered from future cash flows, the fair value
and, as a result, the carrying value of the related intangible asset will be
reduced. Additionally, changes in accounting policies or rules that affect the
way in which such intangible assets are reflected in NOVA's financial
statements, or the way in which they are treated for tax purposes, could have a
material adverse effect on NOVA's financial condition.

BANKING AND TERRITORIAL RESTRICTIONS

     To facilitate First Union's compliance with applicable banking laws,
regulations and orders (collectively, the "Banking Laws"), and to allow First
Union to obtain any required consents or approvals, NOVA has agreed to notify,
and obtain approval from, First Union before NOVA enters into any business
activities substantially different from the business activities NOVA currently
conducts. As of the date hereof, First Union beneficially owned approximately
9.5% of the outstanding NOVA Common Stock and currently has one representative
on NOVA's Board of Directors. Pursuant to the Joint Ventures and to the extent
required by the Banking Laws, NOVA may be required to take certain measures in
the event either NOVA or the Limited Liability Companies enter into or acquire
any other entity which is engaged in a business that is substantially different
from the business activities NOVA, or either Limited Liability Company,
currently conducts. Such measures may include applying for any required
regulatory consents, or assisting either KeyBank, Firstar, or the Limited
Liability Companies, as the case may be, to prepare such applications. If the
required consents and approvals are not received, NOVA may not engage in the new
business activity (such restrictions, including the restrictions relating to
First Union, being collectively referred to herein as the "Banking
Restrictions").

     In connection with a December 1995 transaction between NOVA and First Union
(the "First Union Alliance"), the purchase of the merchant portfolio of Crestar
Bank ("Crestar"), NOVA's joint venture transaction with Firstar (the "Firstar
Joint Venture"), and the KeyBank Joint Venture, NOVA agreed that it would not,
without the prior consent of the affected entity, enter into certain marketing
or, in certain instances, acquisition agreements with third parties located in
specified areas where, as of the date of such transactions, any of First Union,
Crestar, Firstar or KeyBank maintain a significant banking presence (such
restrictions being collectively referred to herein as the "Territorial
Restrictions"). The effect of the Banking Restrictions and the Territorial
Restrictions is to limit in certain respects NOVA's ability to directly seek or
take advantage of certain business or marketing opportunities other than through
a venture with NOVA's regional bank partners. The agreements generally do not
prohibit NOVA from pursuing transactions indirectly through the respective
alliance or joint venture.

                                       14
CERTAIN ANTI-TAKEOVER PROVISIONS

     NOVA's Articles of Incorporation authorize NOVA to issue up to 5,000,000
shares of Preferred Stock with such designations, powers, preferences and rights
as may be fixed by the Board of Directors of NOVA, without any further vote or
action by the NOVA shareholders. The issuance of Preferred Stock could have the
effect of delaying, deferring or preventing a change in control of NOVA.

POSSIBLE VOLATILITY OF STOCK PRICE

     Since NOVA's initial public offering in May 1996, there has been and may
continue to be significant volatility in the market for the NOVA Common Stock,
and there can be no assurance that an active market for the NOVA Common Stock
can be sustained.  Factors such as changes in quarterly operating results, the
gain or loss of significant contracts, the entry of new competitors into NOVA's
markets, changes in management, announcements of technological innovations or
new products by NOVA or its competitors, and general events and circumstances
beyond NOVA's control could have a significant impact on the future market
prices of the NOVA Common Stock and the relative volatility of such market
prices.

SHARES ELIGIBLE FOR FUTURE SALE

     Sales of a substantial number of shares of NOVA Common Stock in the public
market following the Merger could adversely affect the prevailing market price
of the NOVA Common Stock and could impair NOVA's ability to raise additional
equity capital. Following the Merger, NOVA has or will have outstanding
approximately 71,938,780 shares of NOVA Common Stock.  Of these shares, the
approximately 37,648,930 shares issued or to be issued in the Merger and the
currently outstanding shares will be freely tradeable without restriction or
further registration under the Securities Act, unless held by "affiliates" of
NOVA or PMT as that term is defined in Rule 144 and Rule 145 under the
Securities Act.  In addition, the holders of a total of approximately 17,600,000
shares of NOVA Common Stock have the right under certain circumstances to
require NOVA to register under the Securities Act their shares for resale to the
public. An additional 9,051,081 shares of NOVA Common Stock that may be issued
in the future upon exercise of options granted and to be granted under NOVA's
and PMT's stock option plans have been registered under the Securities Act and
therefore will be freely tradeable when issued (subject to the volume and
certain other conditions of Rule 144 in the case of shares to be sold by
affiliates of NOVA). Options and warrants for the purchase of approximately
4,924,899 shares of NOVA Common Stock were outstanding as of September 28,
1998, of which options and warrants for 3,154,200 shares were exercisable.
 

                                       15
SELLING SHAREHOLDERS

     Reoffers and resales of the securities offered hereby may be effected from
time to time by certain shareholders of NOVA who are affiliates of NOVA as
defined by Rule 405 under the Securities Act. The Selling Shareholders acquired
the Shares upon exercise of options originally granted by NOVA pursuant to the
Stock Incentive Plan. As the names of the Selling Shareholders and the number of
Shares to be sold by such Selling Shareholders become known NOVA will supplement
this Prospectus with such information.

                              PLAN OF DISTRIBUTION

     The sale of the Shares offered hereby by the Selling Shareholders may be
effected from time to time on the New York Stock Exchange or such other national
securities exchange or automated interdealer quotation system on which the
shares of NOVA Common Stock are then listed, in transactions in the over-the-
counter market, in negotiated transactions, through put or call options
transactions relating to the Shares, through short sales of Shares, or through a
combination of such methods of sale at market prices prevailing at the time of
sale or at negotiated prices. Such transactions may or may not involve brokers
or dealers. The Shares may be sold by one or more of the following: (a) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) a block trade in which
the broker or dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (d) an exchange distribution in accordance with the rules of such
exchange; and (e) through the writing of options on the Shares. The Selling
Shareholders must effect such transactions by notifying NOVA in advance of any
intended transaction in order for NOVA to determine compliance with applicable
federal and state securities laws, and then upon receipt of notice from NOVA
that such transaction may proceed. If necessary, a supplemental prospectus which
describes the method of sale in greater detail may be filed by NOVA with the
Commission pursuant to a post-effective amendment to this Registration Statement
or pursuant to Rule 424 under the Securities Act under certain circumstances. In
effecting sales, brokers or dealers engaged by the Selling Shareholders and/or
the purchasers of the Shares may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions, concessions or
discounts from the Selling Shareholders and/or the purchasers of the Shares in
amounts to be negotiated prior to the sale. In addition, any Shares covered by
this Prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus. The
number of Shares to be reoffered or resold by means of this Prospectus, by each
Selling Shareholder, and any other person with whom the Selling Shareholder is
acting in concert for the purpose of selling securities of NOVA, may not exceed,
during any three month period, the amount specified by Rule 144(e) under the
Securities Act.

     NOVA will bear all expenses in connection with the registration and sale of
the Shares, other than commissions, concessions or discounts to brokers or
dealers and fees and expenses of counsel or other advisors to the Selling
Shareholders.

     The Selling Shareholders and any broker or dealer who acts in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any compensation
received by them and any profit on any resale of the Shares as principals might
be deemed to be underwriting discounts and commissions under the Securities Act.

                                       16
EXPERTS

     The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from NOVA's Annual
Report on Form 10-K for each of the three years in the period ended December 31,
1997, have been audited by Ernst & Young LLP, independent auditors, as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

                                  LEGAL MATTERS

     The legality of the Shares offered hereby has been passed upon for NOVA by
Long Aldridge & Norman LLP, Atlanta, Georgia 30308.

                                       17
EXPLANATORY NOTE: PURSUANT TO GENERAL INSTRUCTION C TO REGISTRATION STATEMENT
ON FORM S-8, THE FOLLOWING "REOFFER PROSPECTUS" MAY BE USED FOR REOFFERS AND
RESALES OF "CONTROL SECURITIES" OR "RESTRICTED SECURITIES" (EACH AS DEFINED IN
GENERAL INSTRUCTION C) GRANTED UNDER THE 1996 DIRECTORS STOCK OPTION PLAN.

PROSPECTUS                      150,000  SHARES

                               NOVA CORPORATION

                                 COMMON STOCK

                                --------------

     This Prospectus relates to reoffers and resales by certain affiliates or
former affiliates (the "Selling Shareholders") of NOVA Corporation ("NOVA"), of
up to 150,000 shares (the "Shares") of  NOVA Common Stock, $.01 par value per
share (the "NOVA Common Stock"), that have been issued as restricted stock or
acquired upon the exercise of options to purchase NOVA Common Stock pursuant to
the NOVA Corporation 1996 Directors Stock Option Plan (the "Directors Plan").
The number of shares offered hereby may be adjusted as a result of events such
as stock splits, stock dividends or similar transactions pursuant to the terms
of the Directors Plan.  NOVA will not receive any proceeds from the sale of the
Shares.

     The sale of the Shares offered hereby may be effected from time to time in
transactions on the New York Stock Exchange or such other national securities
exchange or automated interdealer quotation system on which the shares of NOVA
Common Stock are then listed, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the Shares,
through short sales of Shares, or through a combination of such methods of sale,
at prevailing market prices or at negotiated prices. The Selling Shareholders
must effect such transactions by notifying NOVA in advance of any intended
transaction in order for NOVA to determine compliance with applicable federal
and state securities laws, and then upon receipt of notice from NOVA that such
transaction may proceed. Such transactions may or may not involve brokers or
dealers. Such brokers or dealers may receive compensation in the form of
commissions or otherwise in such amounts as may be negotiated by them. As of the
date of this Prospectus, no agreements have been reached for the sale of the
Shares or the amount of any compensation to be paid to brokers or dealers in
connection therewith. NOVA will bear all expenses in connection with the
registration and sale of the Shares being offered by the Selling Shareholders,
other than commissions, concessions or discounts to brokers or dealers and fees
and expenses of counsel or other advisors to the Selling Shareholders. See "Plan
of Distribution."

     The NOVA Common Stock is listed on the New York Stock Exchange under the
trading symbol "NIS." On September 28, 1998, the last reported sale price for
the shares of NOVA Common Stock on the New York Stock Exchange was $31.1875 per
share.

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
              SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF
                THESE SECURITIES OR PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THIS PROSPECTUS.  ANY
                         REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

              The date of this Prospectus is September 29, 1998.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTEMPLATED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY NOVA OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NOVA SINCE THE DATE
HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.

                                       2
TABLE OF CONTENTS

                                                                          Page
                                                                          ----
AVAILABLE INFORMATION...................................................    4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.........................    4

THE COMPANY.............................................................    6

RISK FACTORS............................................................    7

SELLING SHAREHOLDERS....................................................   16

PLAN OF DISTRIBUTION....................................................   16

EXPERTS.................................................................   17

LEGAL MATTERS...........................................................   17
 

                                       3
AVAILABLE INFORMATION

     NOVA is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission").  Proxy statements,
reports and other information concerning NOVA can be inspected and copied at
prescribed rates at the public reference facilities maintained by the Commission
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the regional
offices of the Commission at Seven World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois  60661.  In addition, the reports, proxy statements and other
information can be obtained from the Commission's website at http://www.sec.gov.
The NOVA Common Stock is listed on the New York Stock Exchange.  Reports, proxy
statements and other information concerning NOVA also can be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

     NOVA has filed with the Commission a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of NOVA Common Stock offered
hereby.  This Prospectus, which is a part of the Registration Statement, does
not contain all the information set forth in, or annexed as exhibits to, the
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Commission.  For further information with
respect to NOVA and the Shares offered hereby, reference is made to the
Registration Statement, including the exhibits thereto.  Copies of the
Registration Statement, including exhibits, may be obtained from the
aforementioned public reference facilities of the Commission upon payment of the
prescribed fees or may be examined without charge at such facilities.
Statements contained herein concerning any document filed as an exhibit are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement.  Each such
statement is qualified in its entirety by such reference.

     NOVA will provide without charge to each person to whom a copy of this
Prospectus is delivered, including any beneficial owner of the Shares, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates).  Requests should be directed to: James M.
Bahin, Corporate Secretary, NOVA Corporation, One Concourse Parkway, Suite 300,
Atlanta, Georgia 30328, telephone number (770) 396-1456.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents heretofore filed by NOVA with the Commission are
hereby incorporated herein by reference as of their respective dates.

     (1) NOVA's Annual Report on Form 10-K for the fiscal year ended December
         31, 1997;

     (2) NOVA's Quarterly Report on Form 10-Q for the quarter ended March 31,
         1998;

     (3) NOVA's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1998;

     (4) NOVA's Proxy Statement dated April 20, 1998, relating to its 1998
         Annual Meeting of Shareholders;

                                       4
(5)  The description of NOVA Common Stock as contained in Item 1 of NOVA's
          Registration Statement on Form 8-A (Registration No. 1-14342), as
          filed with the Commission on May 7, 1996; and

     (6)  The Joint Proxy Statement/Prospectus dated August 20, 1998, included
          in NOVA's Registration Statement on Form S-4 (Registration No. 333-
          61867).

     All reports and documents filed by NOVA  pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from the date of the filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

                                       5
THE COMPANY

GENERAL

     NOVA  is a Georgia corporation with its principal executive offices at One
Concourse Parkway, Suite 300, Atlanta, Georgia 30328.  Its telephone number is
(770) 396-1456.

     The Shares offered hereby have been issued to the Selling Shareholders upon
the exercise of options to purchase NOVA Common Stock.

RECENT TRANSACTION WITH PMT

     Effective September 24,1998, NOVA  and PMT Services, Inc. ("PMT") completed
the merger transactions contemplated by the Agreement and Plan of Merger dated
June 17, 1998 (the "Merger Agreement"), between NOVA, Church Merger Corp., a
wholly-owned subsidiary of NOVA  ("Mergerco") and PMT.  The shareholders of NOVA
and PMT approved the Merger Agreement and the transactions contemplated thereby
at separate special meetings of shareholders held on September 24, 1998.  PMT is
an independent service organization that markets and services electronic credit
card authorization and payment systems to merchants located throughout the
United States.  PMT's operating and growth strategies focus on expanding PMT's
customer base of small- to medium-sized merchants through trade and other
association affiliations, telemarketing, acquiring subsidiary sales forces,
merchant portfolio purchases and the provision of high levels of customer
service.  PMT will continue to operate its business as a wholly-owned subsidiary
of NOVA.

     Pursuant to the Merger Agreement, Mergerco merged (the "Merger") with and
into PMT, with PMT surviving the Merger as a wholly-owned subsidiary of NOVA.
Upon consummation of the Merger, each outstanding share of Common Stock of PMT
("PMT Stock") ceased to be outstanding and was converted into and exchanged for
0.715 shares of NOVA Common Stock.  Additionally, each option or warrant to
purchase PMT Stock outstanding at the effective time of the Merger, whether or
not then exercisable, was converted automatically into an option or warrant to
purchase a number of shares of NOVA Common Stock equal to (A) the number of
shares of PMT Stock issuable upon exercise of the option or warrant multiplied
by (B) 0.715 (the exchange ratio in the Merger).  The number of shares of NOVA
Common Stock issuable upon exercise of the options and warrants will be rounded
to the nearest whole number of shares of NOVA Common Stock.  The exercise price
per share of  NOVA Common Stock issuable upon exercise of the options and
warrants will be equal to (A) the exercise price per share of PMT Stock set
forth in the applicable option or warrant agreement divided by (B) 0.715 and
rounded to the nearest cent.  Pursuant to the terms of the PMT stock option
plans pursuant to which PMT granted the options, all options granted under the
plans which are outstanding at the effective time of the Merger became fully
vested at the effective time of the Merger.  The other terms and conditions of
the options and warrants will be substantially the same as the terms and
conditions of the options immediately prior to the effective time.  The terms of
the Merger Agreement, including the consideration payable by NOVA, was
determined through arms-length negotiations between NOVA and PMT.

     As of the effective time of the Merger, 52,658,644 shares of PMT Stock were
issued and outstanding and approximately 3,260,058 shares of PMT Stock were
issuable upon exercise of outstanding options and warrants to purchase PMT
Stock. As a result, NOVA will issue an aggregate of approximately 37,650,930
shares of NOVA Common Stock in the Merger and has reserved 2,330,941 shares of
NOVA Common Stock for issuance upon exercise of the options and warrants to
purchase PMT Stock. NOVA will issue only whole shares of NOVA Common Stock in
the Merger and will pay to former PMT shareholders cash in lieu of fractional
shares of NOVA Common Stock to which they otherwise are entitled.

                                       6
Pursuant to the Merger Agreement, NOVA agreed that at the effective time
of the Merger the Board of Directors of NOVA would consist of 11 directors,
comprised of five directors designated by NOVA (the "NOVA Designated
Directors"), five directors designated by PMT (the "PMT Designated Directors"),
and one other director nominated by NOVA and approved by PMT (the "Nominated
Director").  As a result, the Board of Directors now consists of Edward
Grzedzinski, James M. Bahin, Dr. Henry Kressel, Maurice F. Terbrueggen, Stephen
E. Wall (NOVA Designated Directors), Charles T. Cannada (the Nominated
Director), Richardson M. Roberts, Gregory S. Daily, Stephen D. Kane, Harold L.
Siebert and George M. Miller II (the PMT Designated Directors).  Each of the
NOVA Designated Directors and the Nominated Director were directors of NOVA
prior to the Merger and each of the PMT Designated Directors were directors of
PMT prior to the Merger.  In order to facilitate the change in composition of
the Board contemplated by the Merger Agreement, at the effective time of the
Merger, three directors of NOVA , Dr. James E. Carnes, U. Bertram Ellis and
Joseph P. Landy, resigned as directors.

     Edward Grzedzinski, the Chairman of the Board, President and Chief
Executive Officer of NOVA prior to the Merger, and James M. Bahin, the Vice
Chairman, Chief Financial Officer and Secretary of NOVA prior to the Merger,
retained their positions with NOVA.  Richardson M. Roberts, the Chairman and
Chief Executive Officer of PMT prior to the Merger, was elected as a Vice
Chairman of NOVA's Board of Directors and continues as Chief Executive Officer
of PMT.  Gregory S. Daily, the President of PMT prior to the Merger, was elected
as a Vice Chairman of NOVA's Board of Directors and continues as President of
PMT.

     The terms and conditions of the Merger Agreement and the transactions
contemplated thereby, including certain pro forma combined condensed financial
data, are set forth in the Joint Proxy Statement/Prospectus dated August 20,
1998, included in NOVA's Registration Statement on Form S-4 (Registration No.
333-61867), which is incorporated herein by reference.

     In connection with the Merger, NOVA amended its Articles of Incorporation
to increase the number of authorized shares of NOVA Common Stock from 50,000,000
shares to 200,000,000 shares.  The shareholders of NOVA approved the amendment
to the Articles of Incorporation at the special meeting of NOVA's shareholders
held on September 24, 1998.  The shareholders also approved an amendment to
NOVA's 1996 Employees Stock Incentive Plan to increase the number of shares of
NOVA Common Stock issuable pursuant to NOVA's 1996 Employees Stock Incentive
Plan from 2,000,000 shares to 6,000,000 shares.

                                  RISK FACTORS

     In addition to the other information included or incorporated by reference
in this Prospectus, the following risk factors should be considered carefully in
evaluating an investment in NOVA Common Stock.

     This Prospectus contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 20A of the Exchange Act, which
represent NOVA's expectations or beliefs, including, but not limited to,
statements concerning transaction volume and the impact of acquisitions, joint
ventures and alliances. When used in this Prospectus, the words "may," "could,"
"should," "would," "believe," "anticipate," "estimate," "expect," "intend,"
"plan" and similar terms and/or expressions are intended to identify forward-
looking statements. These statements by their nature involve substantial risks
and uncertainties, certain of which are beyond NOVA's control.  NOVA cautions
that various factors, including the factors described under the caption "Risk
Factors" and those discussed in NOVA's filings with the Commission, as well as
general economic conditions and industry trends could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements of NOVA.  Any forward-looking statement speaks only as of the date of
this Prospectus, and NOVA undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of an 

                                       7
unanticipated event. New factors emerge from time to time, and it is not
possible for NOVA to predict all of such factors. Further, NOVA cannot assess
the impact of each such factor on its business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.

VISA AND MASTERCARD REGISTRATION TERMINATION

     NOVA, along with all other nonbank transaction processors, must be
sponsored by a financial institution that is a principal member of the VISA and
MasterCard credit card associations in order to process bankcard transactions.
Through each of Regions Bank, Bank of the West, Mellon Bank, N.A. ("Mellon
Bank"), Firstar Bank U.S.A., N.A. ("Firstar"), KeyBank National Association
("KeyBank") and FUNB, a subsidiary of First Union Corporation, which serve as
member clearing banks for NOVA, NOVA is registered with VISA and MasterCard as a
certified processor and member service provider. PMT is registered as a member
service provider with many of the clearing banks that currently provide
processing services on behalf of PMT. NOVA's designation with VISA and
MasterCard as a certified processor and NOVA's and PMT's status as a member
service provider are dependent upon NOVA's and PMT's continuing adherence to the
standards of the VISA and MasterCard credit card associations. These standards
are set by the respective member financial institutions of VISA and MasterCard,
some of which are competitors of NOVA and PMT. In the event NOVA or PMT fails to
comply with these standards, NOVA's designation as a certified processor or
NOVA's or PMT's status as a member service provider could be suspended or
terminated. There can be no assurance that VISA and MasterCard will maintain
NOVA's and PMT's registrations or that the current VISA and MasterCard rules
allowing NOVA, PMT and other nonbank transaction processors to market and
provide transaction processing services will remain in effect.

     The termination of NOVA's or PMT's member service provider registrations or
NOVA's status as a certified processor, or any changes in the VISA or MasterCard
rules that prevent NOVA's or PMT's registration or otherwise limit NOVA's or
PMT's ability to provide transaction processing and marketing services for VISA
or MasterCard, would have a material adverse effect on NOVA's and PMT's
financial condition and results of operations.

CONVERSION OF PMT MERCHANT PORTFOLIO

     In order to fully realize the anticipated cost savings and synergies
resulting from the Merger, NOVA intends to convert (the "PMT Conversion") a
substantial portion of PMT's merchant portfolio to the processing systems of
NOVA, as well as to NOVA's proprietary telecommunications network (the "NOVA
Network"). However, because PMT, in a manner similar in many respects to NOVA,
utilizes the services of third party processors and third party clearing and
settlement banks, the cooperation of such third parties is critical to a
successful PMT Conversion. Further, such third parties may claim an ownership
interest in certain of the PMT merchant relationships to which they are party,
and those claims, if successful, could impede the PMT Conversion and,
correspondingly, reduce the cost savings and synergies anticipated to be gained
by virtue of the Merger. In the event such third party claims arise or such
third parties refuse or fail to cooperate in the PMT Conversion, the resulting
inability to achieve anticipated cost savings and synergies from the Merger
could have a material adverse effect on NOVA.

RISKS ASSOCIATED WITH THE MERGER AND ACQUISITION STRATEGY

     Increased Consolidation in the Marketplace. A material element of NOVA's
growth strategy is the purchase of additional merchant portfolios and
acquisition of operating businesses and transaction processing assets in order
to facilitate growth, expand NOVA's distribution channels and create greater
economies of scale. NOVA faces significant competition from other transaction
processors and independent service organizations 

                                       8
("ISOs") for available acquisition, joint venture and alliance opportunities.
This competition has an impact on the price and availability of acquisitions,
joint ventures and alliances. In addition, community and regional banks, whose
transaction processing businesses have been NOVA's primary source of acquisition
opportunities, in recent years have been undergoing extensive consolidation
reflective of underlying trends in the financial institutions industry and
unrelated to their transaction processing businesses. As a result, smaller banks
that may have sought to divest themselves of their transaction processing
businesses may be acquired by banks that compete with NOVA or banks that have a
relationship or alliance with one or more competitors of NOVA, thus potentially
depriving NOVA of acquisition opportunities. There can be no assurance that the
historical or current level of acquisition opportunities will continue to exist,
that NOVA will be able to acquire merchant portfolios, operating businesses and
transaction processing assets that satisfy NOVA's criteria, or that any such
acquisition will be on terms favorable to NOVA.

     Complexity of Risk Analysis of Acquisition Targets. In evaluating any
potential purchase of a merchant portfolio, joint venture or business
combination (including the Merger), NOVA conducts a due diligence review of the
related merchant portfolio. The review process includes analyzing the
composition of the merchant portfolio, applying uniform standards and
underwriting guidelines developed by NOVA to the merchant portfolio and
attempting to identify high-risk merchants contained in the merchant portfolio.
Notwithstanding these due diligence efforts, however, there can be no assurance
that NOVA will properly assess the risk attributes associated with a purchased
portfolio or otherwise identify high-risk merchants. Incorrect risk assessments
may result in excessive losses from chargebacks or merchant fraud in connection
with any portfolio purchased or otherwise acquired by NOVA.

     Conversion of Merchant Portfolios. At the time of consummation of merchant
portfolio purchases, business combinations (including the Merger) or joint
ventures, merchants in a purchased portfolio typically are not operating on the
NOVA Network and may not use the merchant accounting processors used by NOVA.
Until NOVA converts each newly-purchased merchant to the NOVA Network and NOVA's
merchant accounting processors, NOVA has little, if any, control over the
performance of such other networks and processors and typically is unable to
apply fully its risk management and fraud avoidance practices to such merchants.
NOVA also must continue to pay third parties for processing services until the
purchased portfolio is fully converted to the NOVA Network, reducing the
economic benefits to NOVA during such time. Moreover, the merchant customers
that comprise a purchased portfolio may have been sold transaction processing
services by ISOs and financial institutions sponsored by a principal member of
the VISA and MasterCard credit card associations. ISOs are independent agents
that typically market and sell the full range of transaction processing services
to merchants, with such services primarily being outsourced on a non-exclusive
basis. Further, the conversion of merchants may require that merchants learn new
operating procedures and could result in problems, causing merchants to seek
verbal authorization of credit and debit card transactions. As a condition to
conversion, merchants also may seek to negotiate lower fees.

     As a result of the Merger, the magnitude, scope, timing, duration and
expense of the PMT Conversion, and the ongoing conversion of the merchant
portfolio associated with NOVA's joint venture transaction with KeyBank will, in
the aggregate, be greater than any conversion previously undertaken by NOVA, and
there can be no assurance that NOVA can successfully complete these conversions
in a timely manner, either concurrently or in series. Failure to complete these
conversions in accordance with management plans could have a material adverse
effect on NOVA's financial condition and results of operations.

     NOVA's acquisition strategy and the resulting growth of NOVA from that
strategy will require that NOVA continue to attract and retain qualified
personnel, while concurrently expanding its managerial and operational
infrastructure. Further, the success of the PMT Conversion and the success of
the operations of PMT following the Merger also will depend on NOVA's ability to
retain a significant number of PMT's current key 

                                       9
operations personnel following the Merger. There can be no assurance that NOVA
will be able to hire and retain qualified personnel or that NOVA will be able to
expand successfully its infrastructure as appropriate to accommodate future
acquisitions or growth. NOVA's acquisitions may involve the hiring by NOVA of
certain management and sales personnel affiliated with the purchased portfolio,
and the failure to integrate successfully such personnel into NOVA's operations
and business culture may adversely affect the conversion process. As a result of
any of these factors and considerations, NOVA may not realize the expected
economic benefits associated with its acquisitions, which may have a material
adverse effect on NOVA's financial condition and results of operations.

  There can be no assurance that future acquisitions will not have an adverse
effect upon NOVA's operating results, particularly in the fiscal quarters
immediately following the completion of such transactions, while the operations
of the acquired entities are converted and integrated into NOVA's operations.
NOVA's acquisition strategy will require substantial capital resources, and is
likely to result in NOVA incurring additional indebtedness. There can be no
assurance that financing for future acquisitions will be available or will be
obtained on terms favorable to NOVA.

     Risks Associated with Joint Venture Alliances. The recently consummated
joint venture alliances with each of Firstar and KeyBank (each a "Joint
Venture," and collectively, the "Joint Ventures") present certain risks to NOVA
in addition to the risks normally associated with portfolio acquisitions which
have been, and continue to be, a material element of NOVA's growth strategy.
Because each of the Joint Ventures involved the creation of a newly-formed
limited liability company jointly owned, managed and serviced by NOVA and
Firstar or KeyBank, as the case may be, continued cooperation with each of
Firstar and KeyBank is important to the success of the Joint Ventures. There can
be no assurance that NOVA's relationships with each of Firstar and KeyBank will
continue to be cooperative and, accordingly, there can be no assurance that NOVA
will realize the anticipated economic benefits from the Joint Ventures. Further,
in the event of a change in control of NOVA's partners in the Joint Ventures,
there can be no assurance that the resulting entity will support the Joint
Ventures in the same manner and to the same degree as its predecessor. For
instance, Firstar Corporation, the parent of Firstar, recently announced that it
had agreed to merge with Star Banc Corporation. There can be no assurance that
the resulting entity in this merger will support the Firstar Joint Venture in
the same manner and to the same degree as Firstar. Further, the management and
provision of processing services to each of Elan Merchant Services, LLC ("Elan
Merchant Services") and Key Merchant Services, LLC ("Key Merchant Services")
(collectively, the "Limited Liability Companies") imposes increased
administrative, managerial and technological demands on NOVA's infrastructure
and related systems, and there can be no assurance that NOVA will meet
successfully such material demands and requirements.

     Each of the Joint Ventures has been formed for a definitive term (subject
in each case to renewal provisions), but is subject to earlier termination by
NOVA or Firstar or KeyBank, as the case may be, under a variety of
circumstances. In the event of earlier termination, or upon termination of
either Joint Venture upon expiration of its term in the absence of renewal, the
then-current assets and merchant portfolio of such Joint Venture are subject to
"repurchase rights" by either NOVA or Firstar or KeyBank, as the case may be,
depending on the circumstances of termination. For example, each of the Joint
Ventures imposes upon NOVA certain standards with respect to the performance of
its processing services. In the event such standards are breached and not
appropriately remedied by NOVA, Firstar or KeyBank, as the case may be, would
have the right to purchase NOVA's interest in Elan Merchant Services or Key
Merchant Services, respectively. Any such purchase would likely result in a
significant decrease in the number of merchant locations served and the
aggregate sales volume processed by NOVA, which may have a material adverse
effect on NOVA's financial condition and results of operations. Further, in
valuing the Joint Ventures, and establishing a purchase price in connection
therewith, NOVA assumes the continuance of each of the Joint Ventures for a
minimum term. Earlier termination may result 

                                       10
in NOVA not realizing the anticipated economic and marketing benefits from the
Joint Ventures, which may have a material adverse effect on NOVA's financial
condition and results of operations.

COMPETITION AND CONSOLIDATION

     The market for credit, charge and debit card transaction processing
services is highly competitive. The level of competition has increased
significantly in recent years and this trend is expected to continue. According
to industry sources, the ten largest bankcard processors accounted for
approximately 85% of the total charge volume processed in 1997.  Several of
NOVA's competitors and potential competitors have greater financial,
technological, marketing and personnel resources than NOVA, and there can be no
assurance that NOVA will continue to be able to compete successfully with such
entities. In addition, the competitive pricing pressures that would result from
any increase in competition would adversely affect NOVA's margins and may have a
material adverse effect on NOVA's financial condition and results of operations.
NOVA and, to a lesser extent, PMT, market their services through several
different marketing channels, including through banks. In the event that there
is continued significant consolidation in the banking industry, banks that
market NOVA's services through joint ventures, alliance relationships, and
otherwise may be acquired by banks that compete with NOVA or by banks that have
a relationship or alliance with one or more competitors of NOVA, thus
potentially depriving NOVA of a distribution channel. For instance, each of
Firstar (one of NOVA's joint venture partners) and Crestar (a bank with whom
NOVA maintains an alliance relationship) recently announced that they had agreed
to engage in business combination transactions with third party financial
institutions. While management does not believe that such business combinations,
if consummated, will have a material adverse effect on NOVA's relationship with
either Firstar or Crestar, there can be no assurance that the resulting entities
in such business combinations will support their respective relationships with
NOVA in the same manner and to the same degree as their predecessors.

MERCHANT ATTRITION

     NOVA experiences attrition of its merchant base in the ordinary course of
business resulting from several factors, including business closures, losses to
competitors and conversion-related losses. In addition, substantially all of
NOVA's contracts with its merchants may be terminated by either party upon prior
notice of 30 days or less. Increased merchant attrition may have a material
adverse effect on NOVA's financial condition and results of operations. There
can be no assurance that NOVA will not experience higher rates of attrition in
the future, particularly in connection with purchased merchant portfolios
generally, and the PMT Conversion specifically.

DEPENDENCE ON MERCHANT ACCOUNTING RELATIONSHIPS

     NOVA outsources certain merchant accounting services to Vital Processing
Services L.L.C. (formerly Total System Services, Inc.) ("Vital Processing
Services") and Mellon Bank. These services consist of reorganizing and
accumulating daily transaction data on a merchant-by-merchant and card issuer-
by-card issuer basis, and forwarding this data to the credit card associations
for ultimate payment. The failure of Vital Processing Services and Mellon Bank
to continue to perform these services efficiently and effectively may adversely
affect NOVA's relationships with its merchant customers and may result in the
termination by merchants of their agreements with NOVA. The agreement with Vital
Processing Services expires July 1, 2001, and the agreement with Mellon Bank
expires June 30, 1999. NOVA currently is developing internal systems to provide
its own merchant accounting services. Termination of either agreement would
require NOVA to seek alternative outsourcing arrangements prior to NOVA's
implementation of NOVA's internal system to provide these merchant accounting
services. Although management believes that in the event of termination of
either or both of these agreements, NOVA could locate alternative outsourcing
arrangements or develop internal systems to perform these services, there can be
no assurance that such arrangements will be available on terms as favorable to
NOVA 

                                       11
as the existing contracts or that NOVA could develop internal systems on a
timely or cost effective basis. Accordingly, termination of either agreement
could have a material adverse effect on NOVA's financial condition and results
of operations.

ANNOUNCED INTERCHANGE RATE INCREASES

     Historically, VISA and MasterCard have increased their respective
interchange rates each year. These increases affect all transaction processing
industry competitors. While NOVA and PMT historically have reflected these
increases in their pricing to merchants, there can be no assurance that
merchants will continue to assume the entire impact of the future changes or
that transaction processing volumes and merchant attrition will not be adversely
affected by the changes.

CHARGEBACK RISK

     When a billing dispute between a cardholder and a merchant is not resolved
in favor of the merchant, the transaction is "charged back" to the merchant and
the amount of the transaction is credited to the cardholder. Reasons for billing
disputes include, among others: (i) nonreceipt of merchandise or services; (ii)
unauthorized use of a credit card; and (iii) general disputes between a customer
and a merchant as to the quality of the goods sold or the services rendered by
that merchant.  Some of NOVA's merchant customers, including certain merchants
that generate high transaction processing volume, require full or partial
payment from debit and credit cardholders for products or services to be
delivered or rendered in the future.  If NOVA or its clearing banks are unable
to collect chargeback amounts from a merchant's account, and if the merchant
refuses or is unable due to bankruptcy or other reasons to reimburse NOVA for
the chargeback, NOVA bears the loss for the amount of the refund paid to the
cardholder.  NOVA attempts to reduce their exposure to such losses by performing
periodic credit reviews on their merchant customers and adjusting rates based,
in part, on the merchant's credit risk, business or industry.  There can be no
assurance that NOVA will not experience significant losses from chargebacks in
the future. Increases in chargebacks not paid by merchants may have a material
adverse effect on NOVA's financial condition and results of operations.

MERCHANT FRAUD

     NOVA bears the risk of losses caused by fraudulent credit card transactions
initiated by its merchant customers. Examples of merchant fraud include
inputting false sales transactions or false credits. NOVA monitors merchant
transactions against a series of standards that it and PMT have developed to
detect merchant fraud. Notwithstanding these measures, however, there can be no
assurance that NOVA will not experience significant amounts of merchant fraud in
the future, which may have a material adverse effect on NOVA's financial
condition and results of operations.

TELECOMMUNICATIONS SERVICES PROVIDED BY WORLDCOM

     NOVA has developed a proprietary telecommunications network, the NOVA
Network, and maintains an operating relationship with WorldCom. Pursuant to its
agreement with NOVA, WorldCom provides long-distance and local
telecommunications access, as well as technical support, to NOVA in connection
with the NOVA Network. This agreement was renegotiated recently and expires July
1, 2001, subject to earlier termination by NOVA in the event of quality
deficiencies in WorldCom's service. If the WorldCom agreement is terminated or
not renewed, NOVA would be required to utilize the long-distance and local
telecommunications access of another long-distance provider, which may increase
NOVA's expenses for network services, resulting in a material adverse effect on
the financial condition and results of operations of NOVA. WorldCom owns
approximately 5.5% of the outstanding NOVA Common Stock and has a representative
on NOVA's Board of Directors. There 

                                       12
can be no assurance that conflicts of interests between WorldCom and NOVA will
not arise or that any such conflicts will be resolved in a manner favorable to
NOVA.

CERTAIN STATE TAX ISSUES

     Transaction processing companies like NOVA may be subject to state taxation
of certain portions of their fees charged to merchants for their services.
Application of this tax is an emerging issue in the transaction processing
industry and the states have not yet adopted uniform guidelines implementing
these regulations. If NOVA is required to pay such taxes and is unable to pass
this tax expense through to its merchant customers, the financial condition and
results of operations of NOVA could be adversely affected.

DEVELOPMENT AND MARKET ACCEPTANCE OF NEW PRODUCTS

     Because the transaction processing industry and the software application
products and value-added services of the type offered by NOVA has been
characterized by rapidly changing technology and the development of new products
and services, management of NOVA believes that the future success of NOVA will
depend, in part, on NOVA's ability to continue to improve its products and
services and to offer its merchant customers new products and services. There
can be no assurance that NOVA will continue to develop successful new products
and services or that NOVA's newly-developed products and services will perform
satisfactorily or be widely accepted in the marketplace.

FLUCTUATION IN QUARTERLY OPERATING RESULTS

     NOVA has experienced and expects to continue to experience significant
seasonality in its business. NOVA typically realizes higher revenues in the
third calendar quarter and lower revenues in the first calendar quarter,
reflecting increased transaction volumes during the summer months and a
significant decrease in transaction volume during the period immediately
following the holiday season. Quarterly results also are affected by the timing
of purchases of merchant portfolios and joint ventures and the timing and
magnitude of expenses for merchant portfolio conversions. Fluctuations in
operating results may result in volatility in the price of the NOVA Common
Stock.

DEPENDENCE ON KEY MANAGEMENT

     The development of NOVA's and PMT's business and operations has been
materially dependent upon the active participation of their respective executive
officers and other key employees. The loss of one or more of NOVA's executive
officers or other key employees may have a material adverse effect on NOVA's
financial condition and results of operations, as the case may be.

SIGNIFICANT INTANGIBLE ASSETS

     A substantial portion of NOVA's assets are intangible assets related to
purchased merchant portfolios or business operations. In the event of a material
decline in revenues generated from any of such merchant portfolios or business
operations which would not be recovered from future cash flows, the fair value
and, as a result, the carrying value of the related intangible asset will be
reduced. Additionally, changes in accounting policies or rules that affect the
way in which such intangible assets are reflected in NOVA's financial
statements, or the way in which they are treated for tax purposes, could have a
material adverse effect on NOVA's financial condition.

                                       13
BANKING AND TERRITORIAL RESTRICTIONS

     To facilitate First Union's compliance with applicable banking laws,
regulations and orders (collectively, the "Banking Laws"), and to allow First
Union to obtain any required consents or approvals, NOVA has agreed to notify,
and obtain approval from, First Union before NOVA enters into any business
activities substantially different from the business activities NOVA currently
conducts. As of the date hereof, First Union beneficially owned approximately
9.5% of the outstanding NOVA Common Stock and currently has one representative
on NOVA's Board of Directors. Pursuant to the Joint Ventures and to the extent
required by the Banking Laws, NOVA may be required to take certain measures in
the event either NOVA or the Limited Liability Companies enter into or acquire
any other entity which is engaged in a business that is substantially different
from the business activities NOVA, or either Limited Liability Company,
currently conducts. Such measures may include applying for any required
regulatory consents, or assisting either KeyBank, Firstar, or the Limited
Liability Companies, as the case may be, to prepare such applications. If the
required consents and approvals are not received, NOVA may not engage in the new
business activity (such restrictions, including the restrictions relating to
First Union, being collectively referred to herein as the "Banking
Restrictions").

     In connection with a December 1995 transaction between NOVA and First Union
(the "First Union Alliance"), the purchase of the merchant portfolio of Crestar
Bank ("Crestar"), NOVA's joint venture transaction with Firstar (the "Firstar
Joint Venture"), and the KeyBank Joint Venture, NOVA agreed that it would not,
without the prior consent of the affected entity, enter into certain marketing
or, in certain instances, acquisition agreements with third parties located in
specified areas where, as of the date of such transactions, any of First Union,
Crestar, Firstar or KeyBank maintain a significant banking presence (such
restrictions being collectively referred to herein as the "Territorial
Restrictions"). The effect of the Banking Restrictions and the Territorial
Restrictions is to limit in certain respects NOVA's ability to directly seek or
take advantage of certain business or marketing opportunities other than through
a venture with NOVA's regional bank partners. The agreements generally do not
prohibit NOVA from pursuing transactions indirectly through the respective
alliance or joint venture.

CERTAIN ANTI-TAKEOVER PROVISIONS

     NOVA's Articles of Incorporation authorize NOVA to issue up to 5,000,000
shares of Preferred Stock with such designations, powers, preferences and rights
as may be fixed by the Board of Directors of NOVA, without any further vote or
action by the NOVA shareholders. The issuance of Preferred Stock could have the
effect of delaying, deferring or preventing a change in control of NOVA.

POSSIBLE VOLATILITY OF STOCK PRICE

     Since NOVA's initial public offering in May 1996, there has been and may
continue to be significant volatility in the market for the NOVA Common Stock,
and there can be no assurance that an active market for the NOVA Common Stock
can be sustained.  Factors such as changes in quarterly operating results, the
gain or loss of significant contracts, the entry of new competitors into NOVA's
markets, changes in management, announcements of technological innovations or
new products by NOVA or its competitors, and general events 

                                       14
and circumstances beyond NOVA's control could have a significant impact on the
future market prices of the NOVA Common Stock and the relative volatility of
such market prices.

SHARES ELIGIBLE FOR FUTURE SALE

     Sales of a substantial number of shares of NOVA Common Stock in the public
market following the Merger could adversely affect the prevailing market price
of the NOVA Common Stock and could impair NOVA's ability to raise additional
equity capital. Following the Merger, NOVA has or will have outstanding
approximately 71,938,780 shares of NOVA Common Stock. Of these shares, the
approximately 37,648,930 shares issued or to be issued in the Merger and the
currently outstanding shares will be freely tradeable without restriction or
further registration under the Securities Act, unless held by "affiliates" of
NOVA or PMT as that term is defined in Rule 144 and Rule 145 under the
Securities Act. In addition, the holders of a total of approximately 17,600,000
shares of NOVA Common Stock have the right under certain circumstances to
require NOVA to register under the Securities Act their shares for resale to the
public. An additional 9,051,081 shares of NOVA Common Stock that may be issued
in the future upon exercise of options granted and to be granted under NOVA's
and PMT's stock option plans have been registered under the Securities Act and
therefore will be freely tradeable when issued (subject to the volume and
certain other conditions of Rule 144 in the case of shares to be sold by
affiliates of NOVA). Options and warrants for the purchase of approximately
4,924,899 shares of NOVA Common Stock were outstanding as of September 28, 1998,
of which options and warrants for 3,154,200 shares were exercisable.
 

                                       15
SELLING SHAREHOLDERS

     The Shares offered hereby are owned and offered for the account of the
Selling Shareholders and represent shares of NOVA Common Stock acquired or to be
acquired by the Selling Shareholders in connection with the exercise of options
originally granted by NOVA under the Directors Plan.  The table below sets forth
the name of each Selling Shareholder, the Selling Shareholder's position with
NOVA , and information with respect to all shares of NOVA Common Stock
beneficially owned by the Selling Shareholder.  Information with respect to
ownership has been determined from NOVA's records. UPON COMPLETION OF THIS
OFFERING, ASSUMING ALL THE SHARES BEING OFFERED HEREBY ARE SOLD AND THAT NO
OTHER CHANGES IN THE SELLING SHAREHOLDERS' BENEFICIAL OWNERSHIP OCCUR PRIOR TO
COMPLETION OF THIS OFFERING, NONE OF THE SELLING SHAREHOLDERS WILL BENEFICIALLY
OWN MORE THAN ONE PERCENT OF NOVA'S OUTSTANDING SHARES OF NOVA COMMON STOCK.
NUMBER OF SHARES
                                                                                          BENEFICIALLY OWNED
                             POSITION          NUMBER OF SHARES          NUMBER OF        UPON COMPLETION OF
NAME                         WITH NOVA      BENEFICIALLY OWNED (%)     SHARES OFFERED      THE OFFERING (%)
----                       -------------    ----------------------    ----------------    ------------------
U. BERTRAM ELLIS, JR.      DIRECTOR                 1,250                  1,250                     0
STEPHEN D. KANE            DIRECTOR                 3,678                  3,500                   178
GEORGE M. MILLER II        DIRECTOR                96,238                  3,500                92,738
HAROLD L. SIEBERT          DIRECTOR                50,320                  3,500                46,820
STEPHEN E. WALL            DIRECTOR                 5,000                  4,000                 1,000
PLAN OF DISTRIBUTION

     The sale of the Shares offered hereby by the Selling Shareholders may be
effected from time to time on the New York Stock Exchange or such other national
securities exchange or automated interdealer quotation system on which the
shares of NOVA Common Stock are then listed, in transactions in the over-the-
counter market, in negotiated transactions, through put or call options
transactions relating to the Shares, through short sales of Shares, or through a
combination of such methods of sale at market prices prevailing at the time of
sale or at negotiated prices. Such transactions may or may not involve brokers
or dealers. The Shares may be sold by one or more of the following: (a) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) a block trade in which
the broker or dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (d) an exchange distribution in accordance with the rules of such
exchange; and (e) through the writing of options on the Shares. The Selling
Shareholders must effect such transactions by notifying NOVA in advance of any
intended transaction in order for NOVA to determine compliance with applicable
federal and state securities laws, and then upon receipt of notice from NOVA
that such transaction may proceed. If necessary, a supplemental prospectus which
describes the method of sale in greater detail may be filed by NOVA with the
Commission pursuant to a post-effective amendment to this Registration Statement
or pursuant to Rule 424 under the Securities Act under certain circumstances. In
effecting sales, brokers or dealers engaged by the Selling Shareholders and/or
the purchasers of the Shares may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions, concessions or
discounts from the Selling Shareholders and/or the purchasers of the Shares in
amounts to be negotiated prior to the sale. In addition, any Shares covered by
this Prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus. The
number of Shares to be reoffered or resold by means of this Prospectus, by each

                                       16
Selling Shareholder, and any other person with whom the Selling Shareholder is
acting in concert for the purpose of selling securities of NOVA , may not
exceed, during any three month period, the amount specified by Rule 144(e) under
the Securities Act.

     NOVA will bear all expenses in connection with the registration and sale of
the Shares, other than commissions, concessions or discounts to brokers or
dealers and fees and expenses of counsel or other advisors to the Selling
Shareholders.

     The Selling Shareholders and any broker or dealer who acts in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any compensation
received by them and any profit on any resale of the Shares as principals might
be deemed to be underwriting discounts and commissions under the Securities Act.

                                    EXPERTS

     The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from NOVA's Annual
Report on Form 10-K for each of the three years in the period ended December 31,
1997, have been audited by Ernst & Young LLP, independent auditors, as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

                                  LEGAL MATTERS

     The legality of the Shares offered hereby has been passed upon for NOVA  by
Long Aldridge & Norman LLP, Atlanta, Georgia 30308.

                                       17
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
            ---------------------------------------

     The following documents  heretofore filed by the Registrant with the
Commission are hereby incorporated herein by reference as of their respective
dates.

     (1)  The Registrant's Annual Report on Form 10-K as amended on Form 10-K/A
          for the fiscal year ended December 31, 1997;

     (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1998;

     (3)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1998;

     (4)  The Registrant's Proxy Statement dated April 20, 1998, relating to its
          1998 Annual Meeting of Shareholders;

     (5)  The description of the Registrant's Common Stock as contained in Item
          1 of the Registrant's Registration Statement on Form 8-A (Registration
          No. 1-7088), as filed with the Commission on May 7, 1996; and

     (6)  The Joint Proxy Statement/Prospectus dated August 20, 1998, included
          in the Registrant's Registration Statement on Form S-4 (Registration
          No. 333-61867).

     In addition, all reports and documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and made a part hereof from the
date of the filing of such documents.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
            -----------------------------------------

     Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's Articles of Incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for breach
of their duty of care and other duties as directors; provided, however, that the
Section does not permit a corporation to eliminate or limit the liability of a
director for appropriating, in violation of his duties, any business opportunity
of the corporation, engaging in intentional misconduct or a knowing violation of
law, obtaining an improper personal benefit, or voting for or assenting to an
unlawful distribution (whether as a dividend, stock repurchase or redemption or
otherwise) as provided in Section 14-2-832 of the Georgia Code.  Section 14-2-
202(b)(4) also does not eliminate or limit the rights of a corporation or any
shareholder to seek an injunction or other non-monetary relief in the event of a
breach of a director's fiduciary duty.  In addition, Section 14-2-202(b)(4)
applies only to claims against a director arising out of his role as a director
and does not relieve a director from liability arising from his role as an
officer or in any other capacity.  The provisions of Article VII of the
Registrant's Articles of Incorporation  (the "Articles") are similar in all
substantive respects to those contained in Section 14-2-202(b)(4) of the Georgia
Code outlined above, and provides that the liability of directors of the
Registrant shall be limited to the fullest extent permitted by amendments to
Georgia law.

                                      II-1
Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern the
indemnification of directors, officers, employees and agents.  Section 14-2-851
of the Georgia Code provides for indemnification of a director of the Registrant
for liability incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (including civil actions brought as derivative actions by or in
the right of the Registrant) in which he may become involved by reason of being
a director of the Registrant.  Section 14-2-851 also provides such indemnity for
directors who, at the request of the Registrant, act as directors, officers,
partners, trustees, employees or agents of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or another
enterprise.  The Section permits indemnification if the director acted in a
manner he believed in good faith to be in or not opposed to the best interest of
the Registrant and, in addition, in criminal proceedings, if he had no
reasonable cause to believe his conduct was unlawful.  If the required standard
of conduct is met, indemnification may include judgments, settlements,
penalties, fines or reasonable expenses (including attorneys' fees) incurred
with respect to a proceeding.  However, if the director is adjudged liable to
the Registrant in a derivative action or on the basis that personal benefit was
improperly received by him, the director will only be entitled to such
indemnification for reasonable expenses as a court finds to be proper in
accordance with the provisions of Section 14-2-854.

     Section 14-2-852 of the Georgia Code provides that directors who are
successful with respect to any claim brought against them, which claim is
brought because they are or were directors of the Registrant, are entitled to
indemnification against reasonable expenses as of right.  Conversely, if the
charges made in any action are sustained, the determination of whether the
required standard of conduct has been met will be made, in accordance with the
provisions of Section 14-2-855 of the Georgia Code, as follows:  (i) by the
majority vote of a quorum of the disinterested members of the board of
directors; (ii) if a quorum cannot be obtained, by a committee thereof duly
designated by the board of directors, consisting of two or more disinterested
directors; (iii) by special legal counsel; or (iv) by the shareholders, but, in
such event, the shares owned by or voted under the control of directors seeking
indemnification may not be voted.

     Section 14-2-857 of the Georgia Code provides that an officer of the
Registrant (but not an employee or agent generally) who is not a director has
the mandatory right of indemnification granted to directors under Section 14-2-
852, as described above. In addition, the Registrant may, as provided by its
Articles, Bylaws, general or specific actions by its Board of Directors, or by
contract, indemnify and advance expenses to an officer, employee or agent who is
not a director to the extent that such indemnification is consistent with public
policy.

     The provisions of Article IX of the Registrant's Bylaws provide for
indemnification by the Registrant to the full extent permitted by, the foregoing
provisions of the Georgia Code outlined above.

     Officers and directors of the Registrant are presently covered by insurance
which (with certain exceptions and within certain limitations) indemnifies them
against any losses or liabilities arising from any alleged "wrongful act"
including any alleged breach of duty, neglect, error, misstatement, misleading
statement, omissions or other act done or wrongfully attempted.  The cost of
such insurance is borne by the Registrant as permitted by the Bylaws of the
Registrant and the laws of the State of Georgia.

ITEM 8.     EXHIBITS
            --------

EXHIBIT
NUMBER      DESCRIPTION
------      -----------
 4.1(a)     Articles of Incorporation of the Registrant, as amended (1)

                                      II-2
4.1(b)     Articles of Amendment to the Articles of Incorporation
            of the Registrant*

 4.2        Amended and Restated Bylaws of the Registrant (2)

 4.3        The Registrant's 1996 Employees Stock Incentive Plan, as amended 
            by the First Amendment (1), the Second Amendment, and the Third
            Amendment.*

 4.4        The Registrant's 1996 Directors Stock Option Plan, as amended and
            restated.*
 
 5          Opinion of Long Aldridge & Norman LLP*

23.1        Consent of Ernst & Young LLP*

23.2        Consent of Long Aldridge & Norman LLP (included in Exhibit 5)

24          Powers of Attorney (included on the Signature Page to this 
            Registration Statement)
------------
 *  Filed herewith.
(1) Filed as an Exhibit to the Registrant's Registration Statement on Form S-1
    (Registration No. 333-3287), and incorporated herein by reference.
(2) Filed as an Exhibit to the Registrant's Annual Report on Form 10-K for the
    fiscal year ended December 31, 1996, and incorporated herein by reference.

                                      II-3
ITEM 9.     UNDERTAKINGS
            ------------

     A.   Rule 415 Offering.

     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, as amended (the "Securities Act");

          (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.

          (iii)  To include any material information with respect to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

provided, however, because this registration statement is on Form S-8,
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, 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.  SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

          The Registrant 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 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.

                                      II-4
C.  INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
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 and will be governed by the final
adjudication of such issue.

                                      II-5
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 September 29, 1998.

                                       NOVA CORPORATION
                                       (Registrant)

                                       By: /s/ Edward Grzedzinski
                                           ---------------------- 
                                           Edward Grzedzinski
                                           Chairman of the Board, President
                                           and Chief Executive Officer
                                           (principal executive officer)
 

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Edward Grzedzinski, James M. Bahin and Carole A. Loftin, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement and to sign any and all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of September 29, 1998.

Signatures                        Title
----------                        -----

/s/ Edward Grzedzinski            Chairman of the Board, President and
-------------------------------   Chief Executive Officer (principal executive 
Edward Grzedzinski                officer) 
                            
/s/ James M. Bahin                Vice Chairman of the Board, Chief
-------------------------------   Financial Officer and Secretary
James M. Bahin                    (principal accounting officer)

/s/ Richardson M. Roberts         Vice Chairman of the Board
-------------------------------   
Richardson M. Roberts

/s/ Gregory S. Daily              Vice Chairman of the Board
-------------------------------
Gregory S. Daily

                                      II-6
/s/ Charles T. Cannada            Director
-------------------------------
Charles T. Cannada

/s/ Stephen D. Kane               Director
-------------------------------
Stephen D. Kane

/s/ Dr. Henry Kressel             Director
-------------------------------
Dr. Henry Kressel

/s/ George M. Miller II           Director
-------------------------------
George M. Miller II

/s/ Harold L. Siebert             Director
-------------------------------
Harold L. Siebert

                                  Director
-------------------------------
Maurice F. Terbrueggen, Jr.

/s/ Stephen E. Wall               Director
-------------------------------
Stephen E. Wall

*By:
     --------------------------
     As Attorney-in-Fact

                                      II-7
EXHIBIT INDEX

EXHIBIT
NUMBER       DESCRIPTION
-------      -----------

 4.1(a)      Articles of Incorporation of the Registrant, as amended (1)

 4.1(b)      Articles of Amendment to the Articles of Incorporation of
             the Registrant*

 4.2         Amended and Restated Bylaws of the Registrant. (2)

 4.3         The Registrant's 1996 Employees Stock Incentive Plan, as
             amended by the First Amendment (1), the Second Amendment, and
             the Third Amendment*

 4.4         The Registrant's 1996 Directors Stock Option Plan, as amended
             and restated*

 5           Opinion of Long Aldridge & Norman LLP*

23.1         Consent of Ernst & Young LLP*

23.2         Consent of Long Aldridge & Norman LLP (included in Exhibit 5)

24           Powers of Attorney (included on the Signature Page to this
             Registration Statement)
------------
 *  Filed herewith.
(1) Filed as an Exhibit to the Registrant's Registration Statement on Form 
    S-1 (Registration No. 333-3287), and incorporated herein by reference.
(2) Filed as an Exhibit to the Registrant's Annual Report on Form 10-K for
    the fiscal year ended December 31, 1996, and incorporated herein by
    reference.