National Computer Systems Inc – ‘S-3’ on 4/21/97

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         11     50K 
                          Pursuant to a Transaction                              
 2: EX-5        Opinion re: Legality                                   2±     8K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 
 4: EX-24       Power of Attorney                                      1      7K 

S-3   —   Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

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As filed with the Securities and Exchange Commission on April 18, 1997

                                    Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
 Under
The Securities Act of 1933

 NATIONAL COMPUTER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Minnesota                                   41-0850527      
(State or other jurisdiction of            (I.R.S Employer Identification No.)  
incorporation or organization)                                                  

 11000 Prairie Lakes Drive
 Eden Prairie, Minnesota 55344
(612) 829-3000
    (Address, including zip code, and telephone number, including area code,of
registrant's principal executive offices)                                       

J.W. Fenton, Jr.             Copies to:           Jay L. Swanson    
Secretary/Treasurer                              Dorsey & Whitney LLP   
National Computer Systems, Inc.                     Pillsbury Center South      
11000 Prairie Lakes Drive                         220 South Sixth Street    
Eden Prairie, Minnesota  55344                   Minneapolis, Minnesota 55402   
(612) 829-3000                                    (612) 340-2600    

     (Name,  address,  including zip code, and telephone number,  including area
code, of agent for service)                                                     

     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.                

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. /____/                                                                     

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /____/                             

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. /____/                  

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.                                                          
/----/                                                                          

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. /____/                                          

 CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------- 
                 Proposed         Proposed
 Title of Each       Amount       Maximum          Maximum         Amount of
Class of Securities     to be    Offering Price     Aggregate       Registration
to be Registered    Registered   Per Share(1)   Offering Price(1)      Fee    

Common Stock                                                                
($.03 par value)       542,632      $25.00         $13,565,800       $4,110.85  
------------------------------------------------------------------------------- 
(1)           Estimated solely for purposes of computing the registration  fee  
            and based upon the average of the high and low sales  prices for
            such Common  Stock on  April 16, 1997, as reported on the Nasdaq
National Market.                                    

              The Registrant hereby amends this  Registration  Statement on such
date or  dates as may be  necessary  to  delay  its  effective  date  until  the
Registrant shall file a further  amendment which  specifically  states that this
Registration  Statement  shall  thereafter  become  effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the  Registration  Statement
shall become  effective on such date as the Commission,  acting pursuant to said
Section 8(a), may determine.                                                    

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PROSPECTUS                                                                      

 NATIONAL COMPUTER SYSTEMS, INC.
 -----------------

542,632 Shares
of
Common Stock
($.03 par value)
 -----------------

         This  Prospectus  relates  to  an  aggregate  of  542,632  shares  (the
"Shares") of Common  Stock,  par value $.03 per share (the "Common  Stock"),  of
National  Computer  Systems,   Inc.,  a  Minnesota  corporation  ("NCS"  or  the
"Company"),  that may be sold from time to time by the shareholders named herein
(the "Selling  Shareholders").  See "Selling Shareholders." The Company will not
receive any proceeds from the sale of the Shares.  The Company has agreed to pay
the  expenses  of  registration  of the  Shares,  including  certain  legal  and
accounting fees.                                                                

         Any  or  all of  the  Shares  may be  offered  from  time  to  time  in
transactions  on the  Nasdaq  National  Market,  in  brokerage  transactions  at
prevailing market prices or in transactions at negotiated  prices.  See "Plan of
Distribution."                                                                  

         The Shares offered hereby have not been  registered  under the blue sky
or securities laws of any  jurisdiction,  and any broker or dealer should assure
the existence of an exemption from  registration or effectuate such registration
in connection with the offer and sale of the Shares.  The Common Stock is traded
on the Nasdaq National Market under the symbol "NLCS."                          

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
 HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
 SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
 ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
 -----------------

         No person has been  authorized to give any  information  or to make any
representations other than those contained in this Prospectus in connection with
the  offer  contained  herein,  and,  if  given  or made,  such  information  or
representations  must  not be  relied  upon as  having  been  authorized  by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities  offered hereby in any  jurisdiction in which
it is not  lawful  or to any  person  to whom it is not  lawful to make any such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder  shall,   under  any   circumstances,   create  any  implication  that
information herein is correct as of any time subsequent to the date hereof.     

                                  The date of this Prospectus is April __, 1997.

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 AVAILABLE INFORMATION

         The  Company  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").  Such reports,  proxy
statements  and other  information  filed by the  Company can be  inspected  and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549,  and at the  Commission's  regional offices at 7
World Trade Center,  Suite 1300, New York,  New York 10048 and CitiCorp  Center,
500 West Madison Street,  Suite 1400,  Chicago,  Illinois 60661.  Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth  Street,  N.W.,  Washington,  D.C.  20549,  at prescribed  rates.  The
Commission also maintains a World Wide Web site which provides on-line access to
reports,  proxy  and  information  statements  and other  information  regarding
registrants  that  file  electronically  with  the  Commission  at  the  address
"http://www.sec.gov."  In  addition,  the  Common  Stock of NCS is listed on the
Nasdaq National  Market,  and reports,  proxy  statements and other  information
concerning  the Company  can also be  inspected  at the offices of the  National
Association of Securities Dealers, 1735 K. Street N.W., Washington,  D.C. 20006.
This  Prospectus  does  not  contain  all  the  information  set  forth  in  the
Registration Statement and exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933, as amended (the "Securities  Act"),
and to which reference is hereby made.                                          

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:             

         (a)      the Annual Report on Form 10-K for  the year ended January 31,
1996;                                       

       (b)      the Quarterly Reports on  Form 10-Q  for the  quarters ended
       April 30, 1996, July 31, 1996 and October 31, 1996;

         (c)      the Current Reports on Form 8-K  dated July 10, 1996 and March
18, 1997; and                               

         (d)      the description of NCS' Common Stock and Common Stock Purchase
                  Rights contained in the Company's Registration Statement filed
                  pursuant to Section 12 of the Exchange  Act and any  amendment
                  or  report   filed  for  the  purpose  of  updating  any  such
description.                                

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the  termination  of the  offering of the Common  Stock shall be deemed to be
incorporated  by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents.  Any statement contained herein or
in a document all or part of which is  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 modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.                                        

         The  Company  will  provide  without  charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain  exhibits to such  documents).  Requests for such copies  should be
directed to J.W. Fenton,  Jr.,  Secretary/Treasurer,  National Computer Systems,
Inc., 11000 Prairie Lakes Drive, Eden Prairie, Minnesota 55344, telephone number
(612) 829-3000.                                                                 

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 NATIONAL COMPUTER SYSTEMS, INC.

                  NCS is a global  information  services  company which provides
quality software and systems for the collection,  management and  interpretation
of data. This includes  capturing and aggregating  data;  creating a database or
datastream;  processing the data using software; and analyzing, interpreting and
reporting results.                                                              

                  NCS  services   include  data   processing,   analysis,   data
management,   reporting   services,   networking,   hardware   maintenance   and
professional  services to meet customer needs.  Data collection  systems include
optical  mark read (OMR) and image  scanning  hardware,  other  data  collection
technologies,  proprietary software, software maintenance and pre-printed forms.
Data can be in the form of marks,  machine  printed  bar codes and text,  and/or
handprinted  alphanumeric  characters.  The Company  also  provides  utility and
application  software to enhance the capability of NCS customers to manage their
information  effectively.  Application software products are focused on specific
applications within targeted markets.                                           

                  NCS markets its mission critical data  collection,  management
and  reporting  services  and  systems  within  four major  markets:  education,
selected commercial niches, government, and health care.                        

                  NCS was incorporated  under the laws of the State of Minnesota
in 1962. NCS' principal  offices are located at 11000 Prairie Lakes Drive,  Eden
Prairie,  Minnesota  55344 and its  telephone  number at that  location is (612)
829-3000.                                                                       

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SELLING SHAREHOLDERS

         The following  table sets forth certain  information  as to the maximum
number of Shares that may be sold by each of the Selling  Shareholders  pursuant
to this Prospectus.                                                             

                                                                [Download Table]


                                                    Number of                 
                                                  Shares Owned     Number of  
                                                  Prior to the  Shares Offered
                    Name                            Offering        Hereby    

                                                                              
Novell, Inc. ....................................     165,805       165,805   
E. Clarke Porter.................................     158,563       158,563   
Steven C. Nordberg...............................     158,563       158,563   
Kirk Lundeen.....................................      55,971        55,971   
Douglas Thomson..................................       2,487         2,487   
Laurence North...................................       1,243         1,243   
                                                   ----------    ----------   

Totals...........................................     542,632       542,632   
                                                      =======       =======   

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

         The  Selling  Shareholders  are certain of the former  shareholders  of
Virtual University Enterprises,  Inc. ("VUE"). The Selling Shareholders acquired
the  Shares in  connection  with  NCS'  acquisition  of VUE on April  10,  1997.
Pursuant to the VUE  acquisition  agreement  between NCS and VUE,  NCS  acquired
certain of the issued and outstanding  shares of common stock of VUE in exchange
for the Shares.                                                                 

PLAN OF DISTRIBUTION

         The Shares  will be offered and sold by the  Selling  Shareholders  for
their own  accounts.  The Company will not receive any proceeds from the sale of
the  Shares  pursuant  to this  Prospectus.  The  Company  has agreed to pay the
expenses of registration of the Shares,  including a certain amount of legal and
accounting fees.                                                                

         The  Selling  Shareholders  may offer and sell the Shares  from time to
time in transactions on the Nasdaq National Market, in brokerage transactions at
prevailing market prices or in transactions at negotiated  prices.  Sales may be
made to or through  brokers or dealers who may receive  compensation in the form
of discounts,  concessions or commissions  from the Selling  Shareholders or the
purchasers  of Shares for whom such  brokers  or dealers  may act as agent or to
whom they may sell as principal, or both. As of the date of this Prospectus, the
Company is not aware of any agreement,  arrangement or understanding between any
broker or dealer and the Selling Shareholders.                                  

         The  Selling   Shareholders  and  any  brokers  or  dealers  acting  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  commissions  received by them and any profit realized by them on the resale
of  Shares  as  principals  may be deemed  underwriting  compensation  under the
Securities Act.                                                                 

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 EXPERTS

         The consolidated financial statements incorporated by reference in this
Prospectus  and  elsewhere in the  Registration  Statement  have been audited by
Ernst & Young LLP, independent public accountants, as indicated in their reports
with respect thereto,  and such financial  statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.                                             

 LEGAL MATTERS

         The validity of the Shares  offered hereby has been passed upon for the
Company by Dorsey & Whitney LLP, Pillsbury Center South, 220 South Sixth Street,
Minneapolis, Minnesota 55402.                                                   

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         No dealer,  salesperson or any other person has been authorized to give
any  information or to make any  representations  other than those  contained in
this Prospectus, and, if given or made, such information or representations must
not be  relied  upon as having  been  authorized  by the  Company,  any  Selling
Shareholder or any other person. This Prospectus does not constitute an offer to
sell or a solicitation  of an offer to buy to any person in any  jurisdiction in
which such offer or  solicitation  would be unlawful or to any person to whom it
is unlawful.  Neither the delivery of this Prospectus nor any offer or sale made
hereunder shall, under any circumstances,  create any implication that there has
been no change in the affairs of the Company or that the  information  contained
herein is correct as of any time subsequent to the date hereof.                 

TABLE OF CONTENTS                                   

                    Page

Available Information...........................  2                             
Incorporation of Certain Documents By                                           
Reference.....................................  2                           
National Computer Systems, Inc..................  3                             
Selling Shareholders............................  4                             
Plan of Distribution............................  4                             
Experts.........................................  5                             
Legal Matters...................................  5                             

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                                  542,632 Shares

                                  NATIONAL
                                  COMPUTER SYSTEMS, INC.

                                  Common Stock

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

                                  PROSPECTUS
                                   -------------

                                  April __, 1997

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PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution                            

       SEC Registration Fee.......................................   $ 4,111
       Accounting Fees and Expense................................     1,000
       Legal Fees and Expenses ...................................     1,000
       Miscellaneous..............................................     1,000
                                                                       -----
           Total...............................................      $ 7,111

         All  fees  and  expenses  other  than  the  SEC  registration  fee  are
estimated. The expenses listed above will be paid by the Company.               

Item 15. Indemnification of Officers and Directors                              

                  Section  302A.521 of the Minnesota  Statutes  requires,  among
other  things,  the  indemnification  of persons made or threatened to be made a
party to a proceeding by reason of acts or omissions performed in their official
capacity as an officer,  director,  employee or agent of the corporation against
judgments, penalties and fines (including attorneys' fees) if such person is not
otherwise  indemnified,  acted in good  faith,  received  no  improper  benefit,
believes that such conduct was in the best interests of the corporation, and, in
the case of  criminal  proceedings,  had no reason to believe  the  conduct  was
unlawful.  In addition,  Section  302A.521,  subd.  3,  requires  payment by the
corporation,  upon written request,  of reasonable  expenses in advance of final
disposition in certain instances.  A decision as to required  indemnification is
made by a disinterested  majority of the Board of Directors present at a meeting
at which a disinterested  quorum is present or by a designated  committee of the
board, by special legal counsel, by the shareholders or by a court.             

                  Article   IX   of   the   Company's   Restated   Articles   of
Incorporation,  as amended, provides that a director of the Company shall not be
personally  liable to the Company or its  shareholders  for monetary damages for
breach of fiduciary duty as a director,  except for liability (i) for any breach
of the director's duty of loyalty to the Company or its  shareholders;  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for authorizing a dividend,  stock repurchase or
redemption or other  distribution in violation of Minnesota law or for violation
of certain  provisions of Minnesota  securities  laws;  (iv) for any transaction
from which the director derived an improper personal benefit; or (v) for any act
or omission occurring prior to the date when Article IX became effective.       

                  The  Bylaws of the  Company  provide  that the  Company  shall
indemnify  such  persons,  for such  liabilities,  in such  manner,  under  such
circumstances  and to such  extent as  permitted  by  Section  302A.521,  as now
enacted or hereafter amended.                                                   

Item 16. List of Exhibits                                                       

5       Opinion of Dorsey & Whitney LLP regarding legality    
23.1     Consent of Ernst & Young LLP                           
23.2     Consent of Dorsey & Whitney LLP (included in Exhibit 5)
24       Power of Attorney                                      

Item 17. Undertakings                                                           

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;     

                           (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  to such  information  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 end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  under the Securities Act if, in the aggregate,  the changes in
                  volume  and price  represent  no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of  Registration  Fee"  table  in the  effective  registration
statement; and                              

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

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the registration statement is on Form S-3 or Form S-8, and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to section 13 or section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
registration statement.                                       

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, 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.                              

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.                                         

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Act  and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification against 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 Act and will be governed by the final
adjudication of such issue.                                                     

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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-3 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Eden Prairie, State of Minnesota, on April 18, 1997. 

                                     NATIONAL COMPUTER SYSTEMS, INC.

                              By  /s/J. W. Fenton, Jr.
                                  --------------------
                                 Secretary/Treasurer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.                                          

Signature                                         

By:          *                     Chairman of the Board of Directors, President
Russell A. Gullotti            and Chief Executive Officer              

By:          *                     Director                                     
David C. Cox                                                            

By:          *                     Director                                     
Moses Joseph                                                            

By:          *                     Director                                     
Jean B.Keffeler                                                         

By:          *                     Director                                     
Charles W. Oswald                                                       

By:          *                     Director                                     
Stephen G. Shank                                                        

By:          *                     Director                                     
John E. Steuri                                                          

By:          *                     Director                                     
Jeffrey E. Stiefler                                                     

By:          *                     Director                                     
John W. Vessey                                                          

By:          *                     Vice President and Chief Financial Officer   
 Jeffrey W. Taylor              (principal financial officer and principal
         accounting officer)

*  Executed on behalf of the indicated officers and directors of the registrant 
 by J. W. Fenton, Jr., Secretary/Treasurer, duly appointed attorney-in-fact.

/s/ J. W. Fenton,Jr.           Dated:  April 18, 1997                   
--------------------------                                                      
Attorney-in-Fact                                                      

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 EXHIBIT INDEX

Exhibit                                                                         
 No.                Description                                           Page

5   Opinion of Dorsey & Whitney LLP...................................

23.1   Consent of Ernst & Young LLP......................................   

23.2   Consent of Dorsey & Whitney LLP (included in Exhibit 5)...........   

24   Power of Attorney................................................. 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		4/21/97							DEF 14A
		4/18/97		1		10
		4/16/97		1
		4/10/97		5
		3/18/97		3					8-K
		10/31/96		3					10-Q
		7/31/96		3					10-Q
		7/10/96		3					8-K
		4/30/96		3					10-Q
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