<SUBMISSION>
<ACCESSION-NUMBER>0000950144-00-014510
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20001129
<EFFECTIVENESS-DATE>20001129
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>HARLAND JOHN H CO
<CIK>0000045599
<ASSIGNED-SIC>2780
<IRS-NUMBER>580278260
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-50892
<FILM-NUMBER>780318
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2939 MILLER RD
<CITY>DECATUR
<STATE>GA
<ZIP>30035
<PHONE>7709819460
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2939 MILLER RD
<CITY>DECATUR
<STATE>GA
<ZIP>30039
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>g65651s-8.txt
<DESCRIPTION>JOHN H. HARLAND COMPANY
<TEXT>

<PAGE>   1


    As filed with the Securities and Exchange Commission on November 29, 2000

                                                            REGISTRATION NO. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933




                             JOHN H. HARLAND COMPANY
             (Exact name of registrant as specified in its charter)

            GEORGIA                                        58-0278260
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                                2939 MILLER ROAD
                             DECATUR, GEORGIA 30035
   (Address, including zip code, of registrant's principal executive offices)

                             JOHN H. HARLAND COMPANY
                             2000 STOCK OPTION PLAN
                            (Full title of the plans)

                                 TIMOTHY C. TUFF
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             JOHN H. HARLAND COMPANY
                                2939 MILLER ROAD
                             DECATUR, GEORGIA 30035
                                 (770) 981-9460
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   COPIES TO:

           JOHN C. WALTERS, ESQ.                         ALAN J. PRINCE, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL              KING & SPALDING
          JOHN H. HARLAND COMPANY                       191 PEACHTREE STREET
            2939 MILLER ROAD                         ATLANTA, GEORGIA 30303-1763
         DECATUR, GEORGIA 30035                           (404) 572-4600
             (770) 981-9460



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                Proposed Maximum  Proposed Maximum     Amount of
Title of Securities to be Registered              Amount to      Offering Price       Aggregate      Registration
                                                be Registered     Per Share(1)    Offering Price(1)       Fee
--------------------------------------------------------------------------------------------------------------------

<S>                                             <C>             <C>               <C>                <C>
Common Stock, par value $1.00 per share           1,000,000        $ 12.3435      $ 12,343,500.00    $  3,258.68

--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Estimated solely for the purpose of computing the registration fee
       pursuant to Rule 457(h) on the basis of the high and low prices of Common
       Stock of John H. Harland Company on November 21, 2000.

<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       This Registration Statement on Form S-8 relates to 1,000,000 shares of
common stock, par value $1.00 (the "Common Stock") of John H. Harland Company
(the "Company") to be issued to employees other than directors or officers of
the Company and certain subsidiaries pursuant to the John H. Harland 2000 Stock
Option Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference into this Registration
Statement:

       1.     The Annual Report of the Company on Form 10-K for the year ended
              December 31, 1999;

       2.     All reports filed by the Company pursuant to Section 13(a) or
              15(d) of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), since December 31, 1999; and

       3.     The description of the Company's Common Stock contained in the
              Company's Registration Statement on Form 8-A dated April 28, 1970,
              filed under the Exchange Act, including any amendment or report
              filed for the purpose of updating such description.

       All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

ITEM 4.       DESCRIPTION OF SECURITIES

       Inapplicable

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

       Inapplicable

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The following summary is qualified in its entirety by reference to the
complete text of the statute, the Restated Articles of Incorporation and the
Amended and Restated Bylaws referred to below.



<PAGE>   3


Part 5 of Article 8 of the Georgia Business Corporation Code states:

14-2-850. Part definitions.

As used in this part, the term:

         (1) "Corporation" includes any domestic or foreign predecessor entity
of a corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.

         (2) "Director" or "officer" means an individual who is or was a
director or officer, respectively, of a corporation or who, while a director or
officer of the corporation, is or was serving at the corporation's request as a
director, officer, partner, trustee, employee, or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan,
or other entity. A director or officer is considered to be serving an employee
benefit plan at the corporation's request if his or her duties to the
corporation also impose duties on, or otherwise involve services by, the
director or officer to the plan or to participants in or beneficiaries of the
plan. Director or officer includes, unless the context otherwise requires, the
estate or personal representative of a director or officer.

         (3) "Disinterested director" means a director who at the time of a vote
referred to in subsection (c) of Code Section 14-2-853 or a vote or selection
referred to in subsection (b) or (c) of Code Section 14-2-855 or subsection (a)
of Code Section 14-2-856 is not:

              (A)  A party to the proceeding; or

              (B)  An individual who is a party to a proceeding having a
                   familial, financial, professional, or employment relationship
                   with the director whose indemnification or advance for
                   expenses is the subject of the decision being made with
                   respect to the proceeding, which relationship would, in the
                   circumstances, reasonably be expected to exert an influence
                   on the director's judgment when voting on the decision being
                   made.

         (4) "Expenses"  includes counsel fees.

         (5) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expenses incurred with respect to a proceeding.

         (6)  "Official capacity"  means:

              (A)  When used with respect to a director, the office of
                   director in a corporation; and

              (B)  When used with respect to an officer, as contemplated in Code
                   Section 14-2-857, the office in a corporation held by the
                   officer.

     Official capacity does not include service for any other domestic or
foreign corporation or any partnership, joint venture, trust, employee benefit
plan, or other entity.

         (7) "Party" means an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

         (8) "Proceeding" means any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative and whether formal or informal.


14-2-851. Authority to indemnify.

        (a) Except as otherwise provided in this Code section, a corporation may
indemnify an individual who is a party to a proceeding because he or she is or
was a director against liability incurred in the proceeding if:

            (1)  Such individual conducted himself or herself in good faith; and


                                       2

<PAGE>   4

            (2)  Such individual reasonably believed:

                 (A) In the case of conduct in his or her official capacity,
                     that such conduct was in the best interests of the
                     corporation;

                 (B) In all other cases, that such conduct was at least not
                     opposed to the best interests of the corporation; and

                 (C) In the case of any criminal proceeding, that the individual
                     had no reasonable cause to believe such conduct was
                     unlawful.

        (b) A director's conduct with respect to an employee benefit plan for a
purpose he or she believed in good faith to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (a) (2) (B) of this Code section.

        (c) The termination of a proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this Code section.

        (d) A corporation may not indemnify a director under this Code section:

            (1) In connection with a proceeding by or in the right of the
                corporation, except for reasonable expenses incurred in
                connection with the proceeding if it is determined that the
                director has met the relevant standard of conduct under this
                Code section; or

            (2) In connection with any proceeding with respect to conduct for
                which he or she was adjudged liable on the basis that personal
                benefit was improperly received by him or her, whether or not
                involving action in his or her official capacity.

14-2-852. Mandatory indemnification.

     A corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he or she was a
party because he or she was a director of the corporation against reasonable
expenses incurred by the director in connection with the proceeding.


14-2-853. Advance for expenses.

     (a) A corporation may, before final disposition of a proceeding, advance
funds to pay for or reimburse the reasonable expenses incurred by a director who
is a party to a proceeding because he or she is a director if he or she delivers
to the corporation:

         (1)  A written affirmation of his or her good faith belief that he or
              she has met the relevant standard of conduct described in Code
              Section 14-2-851 or that the proceeding involves conduct for which
              liability has been eliminated under a provision of the articles of
              incorporation as authorized by paragraph (4) of subsection (b) of
              Code Section 14-2-202; and

         (2)  His or her written undertaking to repay any funds advanced if it
              is ultimately determined that the director is not entitled to
              indemnification under this part.

     (b) The undertaking required by paragraph (2) of subsection (a) of this
Code section must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to the financial ability of
the director to make repayment.

     (c) Authorizations under this Code section shall be made:


                                       3

<PAGE>   5

         (1)  By the board of directors:

              (A) When there are two or more disinterested directors, by a
              majority vote of all the disinterested directors (a majority of
              whom shall for such purpose constitute a quorum) or by a majority
              of the members of a committee of two or more disinterested
              directors appointed by such a vote; or

              (B) When there are fewer than two disinterested directors, by the
              vote necessary for action by the board in accordance with
              subsection (c) of Code Section 14-2-824, in which authorization
              directors who do not qualify as disinterested directors may
              participate; or

         (2) By the shareholders, but shares owned or voted under the control of
         a director who at the time does not qualify as a disinterested director
         with respect to the proceeding may not be voted on the authorization.


14-2-854. Court-ordered indemnification and advances for expenses.

     (a) A director who is a party to a proceeding because he or she is a
director may apply for indemnification or advance for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall:

         (1)  Order indemnification or advance for expenses if it determines
              that the director is entitled to indemnification under this part;
              or

         (2)  Order indemnification or advance for expenses if it determines, in
              view of all the relevant circumstances, that it is fair and
              reasonable to indemnify the director or to advance expenses to the
              director, even if the director has not met the relevant standard
              of conduct set forth in subsections (a) and (b) of Code Section
              14-2-851, failed to comply with Code Section 14-2-853, or was
              adjudged liable in a proceeding referred to in paragraph (1) or
              (2) of subsection (d) of Code Section 14-2-851, but if the
              director was adjudged so liable, the indemnification shall be
              limited to reasonable expenses incurred in connection with the
              proceeding.

     (b) If the court determines that the director is entitled to
indemnification or advance for expenses under this part, it may also order the
corporation to pay the director's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.

14-2-855. Determination and authorization of indemnification.

     (a) A corporation may not indemnify a director under Code Section 14-2-851
unless authorized thereunder and a determination has been made for a specific
proceeding that indemnification of the director is permissible in the
circumstances because he or she has met the relevant standard of conduct set
forth in Code Section 14-2-851.

     (b) The determination shall be made:

         (1)  If there are two or more disinterested directors, by the board of
              directors by a majority vote of all the disinterested directors (a
              majority of whom shall for such purpose constitute a quorum) or by
              a majority of the members of a committee of two or more
              disinterested directors appointed by such a vote;

         (2)  By special legal counsel:

              (A)  Selected in the manner prescribed in paragraph (1) of this
                   subsection; or

              (B)  If there are fewer than two disinterested directors, selected
                   by the board of directors (in which selection directors who
                   do not qualify as disinterested directors may participate);
                   or


                                       4

<PAGE>   6

         (3)  By the shareholders, but shares owned by or voted under the
              control of a director who at the time does not qualify as a
              disinterested director may not be voted on the determination.

     (c) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except that if there are
fewer than two disinterested directors or if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subparagraph
(b)(2)(B) of this Code section to select special legal counsel.

14-2-856. Shareholder approved indemnification.

     (a) If authorized by the articles of incorporation or a bylaw, contract, or
resolution approved or ratified by the shareholders by a majority of the votes
entitled to be cast, a corporation may indemnify or obligate itself to indemnify
a director made a party to a proceeding including a proceeding brought by or in
the right of the corporation, without regard to the limitations in other Code
sections of this part, but shares owned or voted under the control of a director
who at the time does not qualify as a disinterested director with respect to any
existing or threatened proceeding that would be covered by the authorization may
not be voted on the authorization.

     (b) The corporation shall not indemnify a director under this Code section
for any liability incurred in a proceeding in which the director is adjudged
liable to the corporation or is subjected to injunctive relief in favor of the
corporation:

         (1)  For any appropriation, in violation of the director's duties, of
              any business opportunity of the corporation;

         (2)  For acts or omissions which involve intentional misconduct or a
              knowing violation of law;

         (3)  For the types of liability set forth in Code Section 14-2-832; or

         (4)  For any transaction from which he or she received an improper
              personal benefit.

     (c) Where approved or authorized in the manner described in subsection (a)
of this Code section, a corporation may advance or reimburse expenses incurred
in advance of final disposition of the proceeding only if:

         (1)  The director furnishes the corporation a written affirmation of
              his or her good faith belief that his or her conduct does not
              constitute behavior of the kind described in subsection (b) of
              this Code section; and

         (2)  The director furnishes the corporation a written undertaking,
              executed personally or on his or her behalf, to repay any advances
              if it is ultimately determined that the director is not entitled
              to indemnification under this Code section.

14-2-857. Indemnification of officers, employees, and agents.

     (a) A corporation may indemnify and advance expenses under this part to an
officer of the corporation who is a party to a proceeding because he or she is
an officer of the corporation:

         (1)  To the same extent as a director; and

         (2)  If he or she is not a director, to such further extent as may be
              provided by the articles of incorporation, the bylaws, a
              resolution of the board of directors, or contract except for
              liability arising out of conduct that constitutes:

              (A)  Appropriation, in violation of his or her duties, of any
                   business opportunity of the corporation;

              (B)  Acts or omissions which involve intentional misconduct or a
                   knowing violation of law;


                                       5

<PAGE>   7

              (C)  The types of liability set forth in Code Section 14-2-832; or

              (D)  Receipt of an improper personal benefit.

     (b) The provisions of paragraph (2) of subsection (a) of this Code section
shall apply to an officer who is also a director if the sole basis on which he
or she is made a party to the proceeding is an act or omission solely as an
officer.

     (c) An officer of a corporation who is not a director is entitled to
mandatory indemnification under Code Section 14-2-852, and may apply to a court
under Code Section 14-2-854 for indemnification or advances for expenses, in
each case to the same extent to which a director may be entitled to
indemnification or advances for expenses under those provisions.

     (d) A corporation may also indemnify and advance expenses to an employee or
agent who is not a director to the extent, consistent with public policy, that
may be provided by its articles of incorporation, bylaws, general or specific
action of its board of directors, or contract.

14-2-858. Insurance.

     A corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee, or agent of the corporation or
who, while a director, officer, employee, or agent of the corporation, serves at
the corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as
director, officer, employee, or agent, whether or not the corporation would have
power to indemnify or advance expenses to him or her against the same liability
under this part.

14-2-859. Application of part.

     (a) A corporation may, by a provision in its articles of incorporation or
bylaws or in a resolution adopted or a contract approved by its board of
directors or shareholders, obligate itself in advance of the act or omission
giving rise to a proceeding to provide indemnification or advance funds to pay
for or reimburse expenses consistent with this part. Any such obligatory
provision shall be deemed to satisfy the requirements for authorization referred
to in subsection (c) of Code Section 14-2-853 or subsection (c) of Code Section
14-2-855. Any such provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law shall be deemed to
obligate the corporation to advance funds to pay for or reimburse expenses in
accordance with Code Section 14-2-853 to the fullest extent permitted by law,
unless the provision specifically provides otherwise.

     (b) Any provision pursuant to subsection (a) of this Code section shall not
obligate the corporation to indemnify or advance expenses to a director of a
predecessor of the corporation, pertaining to conduct with respect to the
predecessor, unless otherwise specifically provided. Any provision for
indemnification or advance for expenses in the articles of incorporation,
bylaws, or a resolution of the board of directors or shareholders, partners, or,
in the case of limited liability companies, members or managers of a predecessor
of the corporation or other entity in a merger or in a contract to which the
predecessor is a party, existing at the time the merger takes effect, shall be
governed by paragraph (3) of subsection (a) of Code Section 14-2-1106.

     (c) A corporation may, by a provision in its articles of incorporation,
limit any of the rights to indemnification or advance for expenses created by or
pursuant to this part.

     (d) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director or an officer in connection with his or her
appearance as a witness in a proceeding at a time when he or she is not a party.

     (e) Except as expressly provided in Code Section 14-2-857, this part does
not limit a corporation's power to indemnify, advance expenses to, or provide or
maintain insurance on behalf of an employee or agent.


                                       6

<PAGE>   8

Article Ten of the Company's Restated Articles of Incorporation provides:

         No Director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of the duty of
care or other duty as a Director, except for liability (i) for any
appropriation, in violation of his duties, of any business opportunity of the
corporation, (ii) for acts or omissions which involve intentional misconduct or
a knowing violation of law, (iii) for the types of liabilities set forth in
Section 14-2-832 of the Georgia Business Corporation Code, or (iv) for any
transaction from which the Director derived an improper personal benefit. If the
Georgia Business Corporation Code is amended to authorize corporate action
further eliminating or limiting the personal liability of Directors, then the
liability of a Director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Georgia Business Corporation Code, as amended.
Neither the amendment nor repeal of this Article X nor the adoption of any
provision of these Amended and Restated Articles of Incorporation inconsistent
with this Article shall eliminate or adversely affect any right or protection of
a Director of the corporation existing immediately prior to such amendment,
repeal or adoption.

Article Six of the Company's Amended and Restated Bylaws provides:

         Section 1. Mandatory Indemnification. The Company shall indemnify to
the fullest extent permitted by the Georgia Business Corporation Code, and to
the extent that applicable law from time to time in effect shall permit
indemnification that is broader than is provided in these Bylaws, then to the
maximum extent authorized by law, any individual made a party to a proceeding
(as defined in the Georgia Business Corporation Code) because he or she is or
was a Director or an executive or corporate officer, against liability (as
defined in the Georgia Business Corporation Code), incurred in the proceeding,
if he or she conducted himself or herself in good faith and reasonably believed
such conduct was in or not opposed to the best interests of the Company and, in
the case of any criminal proceeding, he or she had no reasonable cause to
believe such conduct was unlawful.

         Section 2. Advance for Expenses. The Company shall pay for or reimburse
the reasonable expenses incurred by a Director or any such officer who is a
party to a proceeding in advance of the final disposition of the proceeding if:

         (a)      Such person furnishes the Company a written affirmation of his
                  or her good faith belief that he or she has met the standard
                  of conduct set forth in Section 1 above; and

         (b)      Such person furnishes the Company a written undertaking,
                  executed personally on his or her behalf to repay any advances
                  if it is ultimately determined that he or she is not entitled
                  to indemnification.

         The written undertaking required by paragraph (b) above must be an
unlimited general obligation of such person but need not be secured and may be
accepted without reference to financial ability to make repayment.

         Section 3. Indemnification Not Exclusive. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article VI shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, provision of these Bylaws,
agreement, vote of shareholders or disinterested Directors or otherwise.

         Section 4. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable


                                       7

<PAGE>   9


ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
                 Exhibit          Description
                 -------          -----------
                 <S>              <C>
                 5.1              Opinion of King & Spalding

                 23.1             Consent of Deloitte & Touche LLP

                 23.2             Consent of King & Spalding (included in  Exhibit 5.1)

                 24.1             Power of Attorney (included on signature page)

                 99.1             John H. Harland Company 2000 Stock Option Plan
</TABLE>


ITEM 9.  UNDERTAKINGS

         (a)      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:

                           (A)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (B)      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; and

                           (C)      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, that paragraphs (a)(1)(A) and
                           (a)(1)(B) 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 Section 15(d) of the
                           Exchange Act that are incorporated by reference in
                           the 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)      The undersigned 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 15(d)

                                       8

<PAGE>   10

                  of the Exchange Act (and, where applicable, each filing of an
                  employee benefit plan's Annual Report pursuant to 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.

         (c)      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
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the 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 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 Act and will be governed by the final adjudication of such
                  issue.

                                     EXPERTS

         The financial statements and the related financial statement schedule
incorporated by reference in this Registration Statement from the Company's
Annual Report on Form 10-K for the year ended December 31, 1999 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports which are incorporated by reference herein, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.


                                       9

<PAGE>   11


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Decatur, State of Georgia on the 29th day of
November, 2000.


                                     JOHN H. HARLAND COMPANY



                                     By: /s/ Timothy C. Tuff
                                        ----------------------------------
                                        Timothy C. Tuff
                                        Chief Executive Officer and President


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Timothy C. Tuff and John C. Walters and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such persons and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, 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 to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and 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, and any of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the capacity
indicated on the 29th day of November, 2000.


<TABLE>
<CAPTION>
Signature                             Title
---------                             -----
<S>                                   <C>
/s/ Timothy C. Tuff                   Chairman, Chief Executive Officer,
--------------------------            President and Director
Timothy C. Tuff                       (Principal Executive Officer)



/s/ Charles B. Carden                 Vice President and Chief Financial Officer
--------------------------            (Principal Financial Officer)
Charles B. Carden



/s/ William M. Dollar                 Vice President and Controller
--------------------------            (Principal Accounting Officer)
William M. Dollar
</TABLE>


                                       10

<PAGE>   12


<TABLE>
<CAPTION>
Signature                                     Title
<S>                                           <C>
/s/ William S. Antle III                      Director
------------------------------
William S. Antle III



/s/ Juanita Powell Baranco                     Director
------------------------------
Juanita Powell Baranco



/s/ John D. Johns                              Director
------------------------------
John D. Johns



/s/ Richard K. Lochridge                       Director
------------------------------
Richard K. Lochridge



/s/ John J. McMahon Jr.                        Director
------------------------------
John J. McMahon Jr.



/s/ G. Harold Northrop                         Director
------------------------------
G. Harold Northrop



/s/ Larry L. Prince                            Director
------------------------------
Larry L. Prince



/s/ Eileen M. Rudden                           Director
------------------------------
Eileen M. Rudden
</TABLE>


                                       11

<PAGE>   13



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit               Description                                                Page No.
-------               -----------                                                --------
<S>                   <C>                                                        <C>

5.1                   Opinion of King & Spalding

23.1                  Consent of Deloitte & Touche LLP

23.2                  Consent of King & Spalding (included
                      in Exhibit 5.1)

24.1                  Power of Attorney (included on signature page)

99.1                  John H. Harland Company 2000 Stock Option Plan
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>g65651ex5-1.txt
<DESCRIPTION>OPINION OF KING & SPALDING
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 5.1


                          [KING & SPALDING LETTERHEAD]


                                November 29, 2000



John H. Harland Company
2939 Miller Road
Decatur, GA  30035


         Re:      John H. Harland Company -- Form S-8 Registration Statement

Ladies and Gentlemen:

         We have acted as counsel for John H. Harland Company, a Georgia
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission. The Registration Statement relates
to 1,000,000 shares (the "Stock Option Plan Shares") of the Company's common
stock, par value $1.00 per share (the "Common Stock"), to be issued pursuant to,
or issued upon the exercise of options (the "Options") granted pursuant to the
John H. Harland Company 2000 Stock Option Plan (the "Stock Option Plan").

         As such counsel, we have examined and relied upon such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to form the basis for the opinions hereinafter set forth. In all
such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to certificates of
public officials, we have assumed the same to have been properly given and to be
accurate.

         For purposes of this opinion, we have assumed the following: (i) the
Shares that may be issued pursuant to, or issued upon exercise of the Options
will continue to be duly authorized on the dates of such issuance and (ii) on
the date on which any Option is exercised, such Option will have been duly
executed, issued and delivered by the Company and will constitute the legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms subject, as to enforceability, to applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, general equitable principles and the discretion of
courts in granting equitable remedies.

         The opinions expressed herein are limited in all respects to the
federal laws of the United States of America and the laws of the State of
Georgia, and no opinion is expressed with respect to the laws of any other
jurisdiction or any effect which such laws may have on the opinions expressed
herein. This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated herein.


<PAGE>   2


         Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that:

         (a)      The Shares are duly authorized; and

         (b)      When the Shares are issued pursuant to, or issued upon
                  exercise of the Options against payment therefor, as provided
                  in the Stock Option Plan, such Shares will be validly issued,
                  fully paid and nonassessable.

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of John H. Harland Company in connection with the matters addressed herein. This
opinion may not be furnished to or relied upon by any person or entity for any
purpose without our prior written consent.

         We consent to the filing of this opinion as an Exhibit to the
Registration Statement.

                                      Very truly yours,



                                      KING & SPALDING







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>g65651ex23-1.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE, L.L.P.
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.1


                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
John H. Harland Company on Form S-8 of our reports dated January 28, 2000,
appearing in the Annual Report on Form 10-K of John H. Harland Company for the
year ended December 31, 1999 and to the reference to us under the heading
"Experts" in this Registration Statement.


DELOITTE & TOUCHE LLP
Atlanta, Georgia
November 27, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>g65651ex99-1.txt
<DESCRIPTION>STOCK OPTION PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.1



                             JOHN H. HARLAND COMPANY

                             2000 STOCK OPTION PLAN

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

                             ADOPTED AUGUST 25, 2000


<PAGE>   2


                             JOHN H. HARLAND COMPANY

                             2000 STOCK OPTION PLAN

                                      P. 1

                             BACKGROUND AND PURPOSE

         The purpose of this Plan is to promote the interest of the John H.
Harland Company through the granting of Options and Restricted Stock in order to
(1) attract and retain Employees, (2) provide an additional incentive to
Employees to work to increase the value of Stock and (3) provide Employees with
a stake in the future of the Company which corresponds to the stake of each of
the Company's stockholders.

                                      P. 2

                                   DEFINITIONS

         Each term set forth in this ss. 2 shall have the meaning set forth
opposite such term and any reference to the plural of a defined term shall
include the singular.

         2.1      Board -- the Board of Directors of the Company.

         2.2      Code -- Internal Revenue Code of 1986, as amended.

         2.3 Committee -- a committee of the Board comprised of at least three
         directors. Each Committee member shall be a "non-employee director"
         within the meaning of Rule 16b-3 and an "outside director" within the
         meaning of Code ss. 162(m).

         2.4      Company -- John H. Harland Company and any successor thereto.

         2.5      Effective Date -- the date described in ss.4.

         2.6      Employee -- an employee of the Company or any entity that
         would be treated as a single employer with the Company under Code ss.
         414(c) if "50 percent" were substituted for "80 percent" in the
         regulations under such section.

         2.7      Fair Market Value -- either (1) the closing price of the Stock
         on any date on the national quotation system selected by the Committee,
         (2) if there was no quotation of the Stock on such date, the closing
         price on the next preceding business day on which there was a
         quotation, or (3) if the Stock is not quoted on a national quotation
         system, the price that the Committee acting in good faith determines
         through any reasonable valuation


<PAGE>   3
         method.

         2.8      1933 Act -- Securities Act of 1933, as amended.

         2.9      1934 Act -- Securities Exchange Act of 1934, as amended.

         2.10     Officer - the Company's president, principal financial
officer, principal accounting officer, any vice president of the Company in
charge of a principal business unit, division or function (such as sales,
administration or finance), or any other person who performs a significant
policy-making function for the Company. Officers of the Company's subsidiaries
shall be deemed officers of the Company if they perform such policy-making
functions for the Company.

         2.11     Option -- an option to purchase Stock granted in accordance
with ss.7.

         2.12     Option Agreement -- the document that sets forth the terms and
conditions of an Option.

         2.13     Option Price -- the price to purchase one share of Stock upon
the exercise of an Option.

         2.14     Plan -- this John H. Harland Company 2000 Stock Option Plan,
as amended from time to time.

         2.15     Restricted Stock - means Stock granted in accordance with
ss.8.

         2.16     Restricted Stock Agreement - means the document that sets
forth the terms and conditions of a Restricted Stock grant.

         2.17     Rule 16b-3 -- the exemption under Rule 16b-3 to Section 16(b)
of the 1934 Act or any successor to such rule.

         2.18     Stock -- Common Stock of the Company, $1.00 par value.

         2.19     Subsidiary -- a subsidiary corporation of the Company within
the meaning of Code ss. 424(f).

                                      P. 3

                         SHARES RESERVED UNDER THE PLAN

         There shall be 1,000,000 shares of Stock authorized for issuance under
this Plan. To the

<PAGE>   4
extent the Company deems appropriate, such shares of Stock may be reserved from
authorized but unissued shares of Stock or from shares of Stock that have been
reacquired by the Company. Any shares of Stock subject to an Option that remain
unissued after the cancellation, expiration or exchange of the Option shall be
available for use in future grants under this Plan. However, any shares of Stock
used to exercise an Option or to satisfy a withholding obligation shall not be
available for use in future grants under this Plan. Any shares of Restricted
Stock issued under this Plan shall not be available for future issuance, unless
forfeited, in which event such shares shall be available for future grants under
this Plan.


                                      P. 4

                                 EFFECTIVE DATE

         The effective date of this Plan shall be the date of its adoption by
the Board.

                                      P. 5

                                    COMMITTEE

         This Plan shall be administered by the Committee. The Committee acting
in its absolute discretion shall interpret this Plan and take such action in the
administration and operation of this Plan as the Committee deems appropriate
under the circumstances. Any action of the Committee shall be binding on the
Company, on each affected Employee and on each other person directly or
indirectly affected by such action.

                                      P. 6

                        ELIGIBILITY AND ANNUAL GRANT CAPS

         Only Employees who are not Officers or Board members shall be eligible
for the grant of Options. No Employee in any calendar year shall be granted an
Option to purchase more than 100,000 shares of Stock.

                                      P. 7

                                     OPTIONS

         7.1      Committee Action. The Committee acting in its absolute
discretion may grant Options to Employees from time to time. An Option may be
granted by the Committee to an Employee in exchange for the cancellation of any
option to purchase Stock or under any other circumstances under which the
Committee deems appropriate. Each grant of an Option shall be


<PAGE>   5
evidenced by an Option Agreement, which shall incorporate such terms and
conditions of the grant as the Committee acting in its absolute discretion deems
appropriate.

         7.2      Option Price. The Option Price shall be no less than the Fair
Market Value of a share of Stock on the date the Option is granted; provided,
however, if the Committee grants an Option to an Employee for a number of shares
of Stock in exchange for the cancellation of any Option to purchase the same
number of shares of Stock, the Option Price under such Option for such shares
shall be the same as the Option Price for such shares under the Option that is
canceled. The Option Price shall be payable in full upon the exercise of any
Option. At the discretion of the Committee, an Option Agreement can provide for
the payment of the Option Price either in cash, by check or in Stock that is
acceptable to the Committee, or in any combination of cash, check and such
Stock. A payment by a check acceptable to the Committee shall be treated as a
payment in cash under this Plan. The Option Price may be paid through any broker
facilitated cashless exercise procedure acceptable to the Committee or its
delegate. The value of any Stock surrendered as payment in the exercise of an
Option shall be equal to the Fair Market Value of such Stock on the date the
properly endorsed certificate for such Stock is delivered to the Committee or
its delegate.

         7.3      Exercise Period. Each Option shall be exercisable in whole or
in part at such time or times as set forth in the related Option Agreement, but
no Option shall be exercisable after the tenth anniversary of the date the
Option is granted. An Option Agreement may provide for the exercise of an Option
after the employment of an Employee has terminated for any reason whatsoever,
including death or disability.

                                      P. 8

                                RESTRICTED STOCK

         8.1      Committee Action. The Committee acting in its absolute
discretion may grant Restricted Stock to Employees from time to time and may
make Restricted Stock grants in exchange for the cancellation of an outstanding
Restricted Stock grant. Each grant of Restricted Stock shall be evidenced by a
Restricted Stock Agreement, which shall describe the conditions under which the
Employee's interest in the underlying Stock will become nonforfeitable.

         8.2      Conditions to Issuance. The Committee acting in its absolute
discretion may make the issuance of Restricted Stock subject to the satisfaction
of any conditions that the Committee deems appropriate for Employees generally
or for an Employee in particular, and the Restricted Stock Agreement shall
describe each such condition and the deadline for satisfying each such
condition. Restricted Stock shall be issued in the name of an Employee only
after each such condition has been satisfied, and any Restricted Stock that is
so issued shall be held by the Company pending the satisfaction of any
forfeiture conditions applicable thereto.

<PAGE>   6

         8.3      Forfeiture Conditions. The Committee acting in its absolute
discretion may make Restricted Stock subject to one or more objective
employment, performance or other forfeiture condition that the Committee deems
appropriate for Employees generally or for an Employee in particular, and the
related Restricted Stock Agreement shall set forth each forfeiture condition and
the deadline for satisfying same. A Restricted Stock Agreement may contain both
the conditions precedent to the issuance of Restricted Stock and the forfeiture
conditions applicable thereto. An Employee's nonforfeitable interest in
Restricted Stock shall depend on the extent he or she timely satisfies each
condition.

         8.4      Dividends and Voting Rights. Any cash dividend declared on
Stock underlying Restricted Stock shall be paid directly to the Employee granted
such Restricted Stock. If a Stock dividend is declared on Stock underlying
Restricted Stock, such Stock dividend shall be treated as Restricted Stock, and
an Employee's interest in such Stock dividend shall be forfeited or shall become
nonforfeitable at the same time as the Restricted Stock is forfeited or becomes
nonforfeitable. The disposition of each other form of dividend declared on
Restricted Stock shall be made in accordance with such rules as the Committee
shall adopt. An Employee shall have the right to vote Restricted Stock. The
dividend and voting rights described in this ss. 8.4 shall apply to a grant of
Restricted Stock from the date of issuance as determined by the Committee.

         8.5      Satisfaction of Forfeiture Conditions. Shares of Stock shall
cease to be Restricted Stock at such time as provided in the Restricted Stock
Agreement, and a certificate representing the unrestricted Stock shall be
transferred to the Employee as soon as practicable thereafter.

         8.6      Tax Bonus Payment. The Committee acting in its absolute
discretion shall have the power to authorize and direct the payment of a cash
bonus to an Employee to pay all, or a portion of his or her federal, state and
local income and excise tax liability that the Committee deems attributable (a)
to his or her interest in Restricted Stock becoming nonforfeitable and (b) to
such cash bonus.

         8.7      Section 162(m). If the Committee deems it in the best
interests of the Company, it shall use its best efforts to grant Restricted
Stock in a manner such that (a) the compensation resulting from the grant is
"performance-based compensation" within the meaning of Code ss. 162(m) or (b)
the Company otherwise gets an income tax deduction for the compensation
attributable to such grant.

                                      P. 9

                               NONTRANSFERABILITY

         An Option or Restricted Stock grant shall not be transferable by an
Employee other than by will or by the laws of descent and distribution. During
an Employee's lifetime, an Option shall be exercisable and a Restricted Stock
grant shall be held only by the Employee; however,


<PAGE>   7
the person or persons to whom an Option or Restricted Stock grant is transferred
by will or by the laws of descent and distribution thereafter shall be treated
as the Employee under this Plan. The restriction on transfer described in this
ss. 9 shall be incorporated in each Option Agreement and Restricted Stock
Agreement.

                                      P. 10

                             SECURITIES REGISTRATION

         Each Option Agreement and Restricted Stock Agreement shall provide
that, upon the receipt of Stock, the Employee shall, if so requested by the
Company, (a) hold such Stock for investment and not with a view of resale or
distribution to the public and (b) deliver to the Company a written statement
satisfactory to the Company to that effect. As for Stock issued pursuant to this
Plan, the Company at its expense shall take such action as it deems necessary or
appropriate to register the original issuance of such Stock to an Employee under
the 1933 Act or under any other applicable securities laws or to qualify such
Stock for an exemption under any such laws prior to the issuance of such Stock
to an Employee; however, the Company shall have no obligation whatsoever to take
any such action in connection with the transfer, resale or other disposition of
such Stock by an Employee.

                                      P. 11

                                  LIFE OF PLAN

         No Option or Restricted Stock shall be granted under this Plan on or
after the earlier of (a) the tenth anniversary of the Effective Date, in which
event this Plan shall continue in effect until all outstanding Options have been
exercised in full or are no longer exercisable and all Restricted Stock has been
forfeited or the forfeiture conditions on such Restricted Stock have been
satisfied in full, or (b) the date on which all of the Stock authorized for
issuance has been issued, in which event this Plan also shall terminate on such
date.

                                      P. 12

                                   ADJUSTMENT

         12.1     Capital Structure. In the event of any change in the
capitalization of the Company, including, but not limited to, such changes as
stock dividends or stock splits, the Committee may adjust in an equitable manner
the number, kind or class (or any combination thereof) of shares of Stock
authorized for issuance under ss. 3 and subject to (a) Options and the Option
Price of such Options and (b) Restricted Stock grants to reflect such change.
Notwithstanding the foregoing, no adjustment shall be required to the extent
that the Committee, in its absolute discretion, determines that an adjustment is
not appropriate in respect of any



<PAGE>   8
change in capitalization. Further, no adjustment shall be made as a result of
the issuance by the Company of shares of any class or securities convertible
into shares of any class, for cash or property, or for labor or services, either
upon direct sale or upon exercise of rights or warrants to subscribe therefor,
or upon conversion of shares or obligations of the Company convertible into such
shares or other securities.

         12.2     Mergers. The Committee as part of any corporate transaction
described in Code ss. 424(a) shall have the right to adjust (in any manner that
the Committee in its discretion deems consistent with Code ss. 424(a)) the
number, kind or class (or any combination thereof) of shares of Stock subject to
(a) Options and the Option Price of such Options and (b) Restricted Stock
grants. The Committee may in its similar discretion grant Options and Restricted
Stock to effect the assumption of, or the substitution for, options previously
granted by any other corporation to the extent called for by such corporate
transaction.

         12.3     Fractional Shares. If any adjustment under this ss. 12 would
create a fractional share of Stock or a right to acquire a fractional share of
Stock, such fractional share shall be disregarded and the number of shares of
Stock that otherwise would result from such adjustment shall be the next lower
number of shares of Stock, rounding all fractions downward. An adjustment made
under this ss. 12 by the Committee shall be conclusive and binding on all
affected persons.

                                      P. 13

                          SALE OR MERGER OF THE COMPANY

         If the Company agrees to sell all or substantially all of its assets
for cash or property or for a combination of cash and property or agrees to any
merger, consolidation, reorganization, division or other corporate transaction
in which Stock is converted into another security or into the right to receive
securities or property and such agreement does not provide for the assumption or
substitution of Options and Restricted Stock grants, each Option Agreement and
Restricted Stock grant at the direction and discretion of the Board may be
canceled unilaterally by the Company if (1) any restrictions on the exercise of
an Option or restrictions on any Restricted Stock grant are waived or deemed
satisfied before the Option Agreement or Restricted Stock grant is canceled such
that the Employee has the opportunity to exercise the Option in full or receive
Stock subject to the Restricted Stock grant before such cancellation, or (2)
with respect to Options, (a) the Company transfers to the Employee shares of
Stock, the number of which shall be determined by the Company by dividing the
excess of (i) the fair market value of the number of shares which remain subject
to the exercise of such Option as of any date over the total Option Price for
such shares by (ii) the fair market value of a share of Stock on such date,
which number shall be rounded down to the nearest whole number, or (b) the
Company transfers to an Employee the same consideration which the Employee
otherwise would receive as a shareholder of the Company in connection with such
sale or other corporate transaction if the


<PAGE>   9
Employee held the number of shares of Stock which would have been transferable
to him or to her under ss. 13(2) if such number had been determined immediately
before such sale or other corporate transaction.

                                      P. 14

                            AMENDMENT OR TERMINATION

         This Plan may be amended by the Board from time to time to the extent
that the Board deems necessary or appropriate. The Board also may suspend the
granting of Options at any time and may terminate this Plan at any time;
provided, however, neither the Board nor the Committee shall have the right
unilaterally to modify, amend or cancel any Option granted before such
suspension or termination unless (a) the Employee consents in writing to such
modification, amendment or cancellation or (b) there is a dissolution or
liquidation of the Company or a transaction described in ss. 12 or ss. 13.

                                      P. 15

                                  MISCELLANEOUS

         15.1     Shareholder Rights. No Employee shall have any rights as a
shareholder of the Company as a result of the grant of an Option or his or her
exercise of such Option pending the actual delivery of the Stock subject to such
Option to such Employee.

         15.2     No Contract of Employment. The grant of an Option or
Restricted Stock shall not constitute a contract of employment and shall not
confer on an Employee any rights upon his or her termination of employment in
addition to those rights, if any, expressly set forth in the related Option
Agreement or Restricted Stock Agreement.

         15.3     Withholding. Each grant of an Option or Restricted Stock shall
be made subject to the condition that the Employee consents to whatever action
the Committee directs to satisfy the federal and state tax withholding
requirements, if any, that the Committee in its discretion deems applicable to
the exercise of such Option or Restricted Stock grant. The Committee also shall
have the right to provide in an Option Agreement or Restricted Stock Agreement
that an Employee may elect to satisfy federal and state tax withholding
requirements through a reduction in the number of shares of Stock actually
transferred to him or to her under this Plan.

         15.4     Construction. All references to sections (ss.) are to sections
(ss.) of this Plan unless otherwise indicated. The headings to sections in this
Plan have been included for convenience of reference only. This Plan shall be
construed under the laws of the State of Georgia.

<PAGE>   10

         15.5     Other Conditions. Each Option Agreement or Restricted Stock
Agreement may require that an Employee (as a condition to the exercise of an
Option or Restricted Stock grant) enter into any agreement or make such
representations prepared by the Company, including any agreement that restricts
the transfer of Stock acquired pursuant to the exercise of an Option or provides
for the repurchase of such Stock by the Company under certain circumstances.

         15.6     Rule 16b-3. The Committee shall have the right to amend any
grant of an Option or Restricted Stock grant or to withhold or otherwise
restrict the transfer of any Stock under this Plan to an Employee as the
Committee deems appropriate in order to satisfy any condition or requirement
under Rule 16b-3 to the extent Rule 16 of the 1934 Act might be applicable to
such grant or transfer.

         15.7     Loans. If approved by the Committee, the Company may lend
money to, or guarantee loans made by a third party to, any Employee to finance
the exercise of any Option, and the exercise of an Option with the proceeds of
any such loan shall be treated as an exercise for cash. If approved by the
Committee, the Company also may, in accordance with an Employee's instructions,
transfer Stock acquired in the exercise of an Option directly to a third party
in connection with any arrangement made by the Employee for financing the
exercise of such Option.


</TEXT>
</DOCUMENT>
</SUBMISSION>
