<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)
 
            PMT SERVICES, INC. 1997 NONQUALIFIED STOCK OPTION PLAN

        PMT SERVICES, INC. 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                 PMT SERVICES, INC. 1994 INCENTIVE STOCK 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        Amount to be    Proposed Maximum Offering        Proposed Maximum            Amount of
 Securities    Registered (1)      Price Per Share (2)       Aggregate Offering Price    Registration Fee
 to be                                                                                          (3)
 Registered
===========================================================================================================
<S>            <C>              <C>                         <C>                      <C>                  
Common
 Stock, $.01     2,323,792             $14.8483                    $34,504,360.75            $10,178.79
 par value
 per share
===========================================================================================================
</TABLE>

(1)  The shares of Common Stock being registered include (i) 37,895 shares of
     Common Stock of the Registrant (the "NOVA Common Stock"), that may be
     acquired pursuant to options originally granted by PMT Services, Inc.
     ("PMT") under the PMT 1997 Nonqualified Stock Option Plan; (ii) 120,120
     shares that may be acquired pursuant to options originally granted by PMT
     under the PMT 1997 Non-Employee Director Stock Option Plan; and (iii)
     2,165,777 shares of NOVA Common Stock that may be acquired pursuant to
     options originally granted by PMT under the PMT 1994 Incentive Stock Plan
     (collectively, the "Plans"). The Registrant assumed all options to purchase
     Common Stock of PMT pursuant to an Agreement and Plan of Merger dated as of
     June 17, 1998 (the "Merger Agreement"), pursuant to which PMT became a
     wholly-owned subsidiary of the Registrant. Pursuant to the Merger
     Agreement, each outstanding option to purchase shares of PMT Common Stock
     was converted automatically into an option to purchase a number of shares
     of NOVA Common Stock equal to (A) the number of shares of PMT Common Stock
     issuable upon exercise of the option multiplied by (B) 0.715 (the exchange
     ratio under the Merger Agreement).

(2)  The exercise price for the shares varies from $1.16 per share to $15.57 per
     share with a total exercise price for all options of $34,504,360.75 and an
     average exercise price of $14.8483. The exercise price has been adjusted to
     reflect the exchange ratio pursuant to the Merger Agreement.

(3)  Calculated pursuant to Rule 457(h)(1).
<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 Plans 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).

PROSPECTUS                     2,323,792 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") or PMT Services, Inc., a wholly-owned subsidiary of NOVA
("PMT"), of up to 2,323,792 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.   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 Plans.  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 or in negotiated
transactions 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, by selling the Shares only to or through 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
<PAGE>
 
  (4)  NOVA's Proxy Statement dated April 20, 1998, relating to its 1998 Annual
       Meeting of Shareholders; and

  (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.

  (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 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
NOVA's 1996 Employees Stock Incentive Plan to increase the number of shares of
NOVA Common Stock issuable pursuant to the 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  OR PMT
AS DEFINED BY RULE 405 UNDER THE SECURITIES ACT. THE SELLING SHAREHOLDERS
ACQUIRED THE SHARES UPON EXERCISE OF OPTIONS ORIGINALLY GRANTED BY PMT PURSUANT
TO VARIOUS STOCK INCENTIVE AND STOCK OPTION PLANS OF PMT. SUCH OPTIONS WERE
CONVERTED INTO OPTIONS TO PURCHASE NOVA COMMON STOCK UPON COMPLETION OF THE
MERGER CONTEMPLATED BY THE MERGER AGREEMENT, PURSUANT TO WHICH PMT BECAME A
WHOLLY-OWNED SUBSIDIARY OF NOVA. 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 or in negotiated transactions or through a combination of such
methods of sale at market prices prevailing at the time of sale or at negotiated
prices. 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 

                                       16
<PAGE>
 
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, by selling the Shares only to or through
brokers or dealers. 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.


                                    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

                                      II-1

<PAGE>
 
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.

  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.

                                      II-2


<PAGE>
 
ITEM 8.            EXHIBITS
                   --------

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          PMT Services, Inc. 1997 Nonqualified Stock Option Plan*
      
4.4          PMT Services, Inc. 1994 Non-Employee Director Stock Option Plan*
       
4.5          PMT Services, Inc. 1994 Incentive Stock Plan*
       
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
Edward Grzedzinski           Chief Executive Officer (principal executive
                             officer)
/s/ James M. Bahin 
-----------------------      Vice Chairman of the Board, Chief Financial Officer
James M. Bahin               and Secretary (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          PMT Services, Inc. 1997 Nonqualified Stock Option Plan*
              
  4.4          PMT Services, Inc. 1994 Non-Employee Director Stock Option Plan*
              
  4.5          PMT Services, Inc. 1994 Incentive Stock Plan*
              
  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 PMT SERVICES FORM S-8", "secsgml_size_bytes": 76968}]
{"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": "333-64681", "film-number": "98717830"}, "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)
 
            PMT SERVICES, INC. 1997 NONQUALIFIED STOCK OPTION PLAN

        PMT SERVICES, INC. 1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                 PMT SERVICES, INC. 1994 INCENTIVE STOCK 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        Amount to be    Proposed Maximum Offering        Proposed Maximum            Amount of
 Securities    Registered (1)      Price Per Share (2)       Aggregate Offering Price    Registration Fee
 to be                                                                                          (3)
 Registered
===========================================================================================================
Common
 Stock, $.01     2,323,792             $14.8483                    $34,504,360.75            $10,178.79
 par value
 per share
===========================================================================================================
(1)  The shares of Common Stock being registered include (i) 37,895 shares of
     Common Stock of the Registrant (the "NOVA Common Stock"), that may be
     acquired pursuant to options originally granted by PMT Services, Inc.
     ("PMT") under the PMT 1997 Nonqualified Stock Option Plan; (ii) 120,120
     shares that may be acquired pursuant to options originally granted by PMT
     under the PMT 1997 Non-Employee Director Stock Option Plan; and (iii)
     2,165,777 shares of NOVA Common Stock that may be acquired pursuant to
     options originally granted by PMT under the PMT 1994 Incentive Stock Plan
     (collectively, the "Plans"). The Registrant assumed all options to purchase
     Common Stock of PMT pursuant to an Agreement and Plan of Merger dated as of
     June 17, 1998 (the "Merger Agreement"), pursuant to which PMT became a
     wholly-owned subsidiary of the Registrant. Pursuant to the Merger
     Agreement, each outstanding option to purchase shares of PMT Common Stock
     was converted automatically into an option to purchase a number of shares
     of NOVA Common Stock equal to (A) the number of shares of PMT Common Stock
     issuable upon exercise of the option multiplied by (B) 0.715 (the exchange
     ratio under the Merger Agreement).

(2)  The exercise price for the shares varies from $1.16 per share to $15.57 per
     share with a total exercise price for all options of $34,504,360.75 and an
     average exercise price of $14.8483. The exercise price has been adjusted to
     reflect the exchange ratio pursuant to the Merger Agreement.

(3)  Calculated pursuant to Rule 457(h)(1).
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 Plans 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).

PROSPECTUS                     2,323,792 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") or PMT Services, Inc., a wholly-owned subsidiary of NOVA
("PMT"), of up to 2,323,792 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.   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 Plans.  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 or in negotiated
transactions 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, by selling the Shares only to or through 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
(4)  NOVA's Proxy Statement dated April 20, 1998, relating to its 1998 Annual
       Meeting of Shareholders; and

  (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.

  (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 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
NOVA's 1996 Employees Stock Incentive Plan to increase the number of shares of
NOVA Common Stock issuable pursuant to the 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  OR PMT
AS DEFINED BY RULE 405 UNDER THE SECURITIES ACT. THE SELLING SHAREHOLDERS
ACQUIRED THE SHARES UPON EXERCISE OF OPTIONS ORIGINALLY GRANTED BY PMT PURSUANT
TO VARIOUS STOCK INCENTIVE AND STOCK OPTION PLANS OF PMT. SUCH OPTIONS WERE
CONVERTED INTO OPTIONS TO PURCHASE NOVA COMMON STOCK UPON COMPLETION OF THE
MERGER CONTEMPLATED BY THE MERGER AGREEMENT, PURSUANT TO WHICH PMT BECAME A
WHOLLY-OWNED SUBSIDIARY OF NOVA. 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 or in negotiated transactions or through a combination of such
methods of sale at market prices prevailing at the time of sale or at negotiated
prices. 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 

                                       16
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, by selling the Shares only to or through
brokers or dealers. 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.

                                    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

                                      II-1
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.

  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.

                                      II-2
ITEM 8.            EXHIBITS
                   --------

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          PMT Services, Inc. 1997 Nonqualified Stock Option Plan*
      
4.4          PMT Services, Inc. 1994 Non-Employee Director Stock Option Plan*
       
4.5          PMT Services, Inc. 1994 Incentive Stock Plan*
       
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
Edward Grzedzinski           Chief Executive Officer (principal executive
                             officer)
/s/ James M. Bahin 
-----------------------      Vice Chairman of the Board, Chief Financial Officer
James M. Bahin               and Secretary (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          PMT Services, Inc. 1997 Nonqualified Stock Option Plan*
              
  4.4          PMT Services, Inc. 1994 Non-Employee Director Stock Option Plan*
              
  4.5          PMT Services, Inc. 1994 Incentive Stock Plan*
              
  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.