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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IVI CHECKMATE CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 58-2375201
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(State of Incorporation (IRS Employer Identification No.)
or Organization)
1003 Mansell Road
Roswell, Georgia 30076
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section class of securities pursuant to Section 12(g) of
12(b) of the Exchange Act and is effective the Exchange Act and is effective pursuant to
pursuant to General Instruction A.(c), General Instruction A.(d), please check the
please check the following box. [_] following box. [x]
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Securities Act registration statement file number to which this form
relates: Not Applicable
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On October 5, 1998, IVI Checkmate Corp. (the "Company") declared a dividend
of one right (a "Right") for each outstanding share of Common Stock, par value
$.01 per share (the "Common Stock"), of the Company, and the Company's
subsidiary IVI Checkmate Ltd. ("IVI") declared a dividend of one Right for each
outstanding Exchangeable Share of IVI (the "Exchangeable Shares" and, together
with the Common Stock, the "Capital Stock"), payable in each case on October 16,
1998 to stockholders of record at the close of business on October 16, 1998 (the
"Record Time"). Additionally, one Right shall be issued for each share of Common
Stock issued by the Company thereafter and prior to the Separation Time (as
defined in Section 1.1 of the Rights Agreement and summarized below). Each Right
entitles the registered holder to purchase from the Company, following the
occurrence of certain events summarized below, one one-thousandth (1/1,000th) of
a share of Series C Junior Participating Preferred Stock, par value $.01 per
share ("Preferred Stock"), of the Company at a purchase price of $30.00 (the
"Exercise Price"), subject to adjustment. As of September 30, 1998, there were
10,965,990 and 5,835,548 shares of Common Stock and Exchangeable Shares,
respectively, outstanding. If a Flip-In Date (as defined below) occurs, then
each Right entitles the registered holder to purchase Common Stock having an
aggregate Market Price (as defined in Section 1.1 of the Stockholder Protection
Rights Agreement between the Company and First Union National Bank, as Rights
Agent, dated as of September 16, 1998 (the "Rights Agreement")) equal to twice
of the Exercise Price from the Company for an amount in cash equal to the
Exercise Price; the Company, at its option, may substitute therefor, one one-
thousandth (1/1,000th) of a share of Preferred Stock of the Company at a
purchase price of the Exercise Price. The description and terms of the Rights
are set forth in the Rights Agreement.
Initially, the Rights will attach to all certificates representing shares
of outstanding Capital Stock, and no separate rights certificates will be
distributed. The Rights will be separate from the Capital Stock and the
Separation Time will occur upon the close of business on the earlier of (i) the
tenth business day (or such later date as determined by the Board of Directors
of the Company) after the date on which any Person (as defined in Section 1.1 of
the Rights Agreement) commences a tender or exchange offer which, if
consummated, would result in such Person's becoming a Person who is a Beneficial
Owner (as defined under Section 1.1 of the Rights Agreement) of 15% or more of
the outstanding shares of Common Stock (an "Acquiring Person") and (ii) the
tenth business day after the first date of public announcement by the Company
(by any means) that an Acquiring Person has become such (the "Flip-In Date");
provided, that, if the foregoing results in the Separation Time being prior to
the Record Time, the Separation Time shall be the Record Time and provided
further, that, if any tender or exchange offer referred to in clause (i) of this
paragraph is canceled, terminated or otherwise withdrawn prior to the Separation
Time without the purchase of any shares of Common Stock pursuant thereto, such
offer shall be deemed never to have been made.
An Acquiring Person does not include any Person (i) who is the Beneficial
Owner of 15% or more of the outstanding shares of Common Stock on the date of
the Rights Agreement or who becomes the Beneficial Owner of 15% or more of
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the outstanding shares of Common Stock solely as a result of an acquisition by
the Company or IVI, as the case may be, of shares of Common Stock or
Exchangeable Shares, until such time hereafter or thereafter as any such Person
shall become the Beneficial Owner (other than by means of a stock dividend or
stock split) of any additional shares of Common Stock (including as a result of
becoming the Beneficial Owner of additional Exchangeable Shares), or (ii) who is
the Beneficial Owner of 15% or more of the outstanding shares of Common Stock
but who acquired Beneficial Ownership of shares of Common Stock without any plan
or intention to seek or effect control of the Company, if such Person promptly
enters into an irrevocable commitment promptly to divest, and thereafter
promptly divests (without exercising or retaining any power, including voting
power, with respect to such shares), sufficient shares of Common Stock (or
securities convertible into, exchangeable into or exercisable for Common Stock)
so that such Person ceases to be the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock. In addition, the Company, any wholly-owned
subsidiary of the Company and any employee stock ownership or other employee
benefit plan of the Company or a wholly-owned subsidiary of the Company shall
not be an Acquiring Person.
Until the Separation Time, (i) no Right may be exercised and (ii) each
Right will be evidenced by the certificate for the associated share of Capital
Stock (together, in the case of certificates issued prior to the Record Time,
with the letter or notice mailed to the record holder thereof pursuant to
Section 2.1 of the Rights Agreement) and will be transferable only together
with, and will be transferred by a transfer (whether with or without such letter
or notice) of, such associated share.
The Rights are not exercisable until the Separation Time and will expire at
the close of business on the tenth anniversary of the Record Time unless earlier
terminated by the Company as described below.
As soon as practicable after the Record Time, either the Company or IVI
will mail a letter summarizing the terms of the Rights to each holder of record
of Capital Stock as of the Record Time, at such holder's address as shown by the
records of the Company or IVI. Certificates for the Capital Stock issued after
the Record Time but prior to the Separation Time will contain the legend in
Section 2.2(a) of the Rights Agreement (the "Legend"). Certificates representing
shares of Capital Stock that are issued and outstanding at the Record Time shall
evidence one Right for each share of Capital Stock evidenced thereby
notwithstanding the absence of the Legend.
If a Flip-In Date occurs (i.e., the close of business ten business days
following announcement by the Company that a Person has become an Acquiring
Person), and if the Company has not redeemed the Rights, then each Right
entitles the holder thereof to purchase, instead of one one-thousandth
(1/1,000th) of a share of Preferred Stock, shares of Common Stock of the Company
having an aggregate Market Price (as defined in Section 1.1 of the Rights
Agreement) equal to twice the Exercise Price for an amount in cash equal to the
Exercise Price. Instead of issuing shares of Common Stock upon exercise of a
Right
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following a Flip-In Date, the Company may, at its option, substitute therefor
shares of Preferred Stock, at a ratio of one-thousandth (1/1,000th) of a share
of Preferred Stock for each share of Common Stock so issuable. In addition, at
the option of the Board of Directors prior to the time that any person becomes
the beneficial owner of more than 50% of the Common Stock, and rather than
payment of the cash purchase price, each Right may be exchanged for one share of
Common Stock if a Flip-In Date occurs. Notwithstanding any of the foregoing, all
Rights that are, or (under certain circumstances set forth in the Rights
Agreement) were, beneficially owned by any person on or after the date such
person becomes an Acquiring Person will be null and void.
Following the Flip-In Date, if the Company is acquired in a merger or
consolidation where the Company does not survive or the Common Stock is changed
or exchanged, or 50% or more of the Company's assets or assets generating 50% or
more of the Company's operating income or cash flow is transferred in one or
more transactions to persons who at that time control the Company, then the
Rights entitle the holders thereof to acquire for the Exercise Price shares of
the acquiring party having a value equal to twice the Exercise Price.
The Exercise Price payable, the number of outstanding Rights and the number
of securities issuable upon exercise of each Right are subject to adjustment
from time to time to prevent dilution in the event of a stock dividend, stock
split or reverse stock split, or other recapitalization which would change the
number of shares of Capital Stock outstanding.
At any time until the close of business on the Flip-In Date, the Board of
Directors (with, where required by the Rights Agreement, the concurrence of a
majority of the continuing directors) may redeem the Rights for $.01 per Right.
The Board of Directors may condition redemption of the Rights upon the
occurrence of a specified future time or event.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable.
Any provisions of the Rights Agreement may be amended by the Board of
Directors (with, where required by the Rights Agreement, the concurrence of a
majority of the continuing directors) at any time prior to the close of business
on the Flip-In Date without the approval of holders of the Rights, and
thereafter, the Rights Agreement may be amended without approval of the Rights
holders in any way which does not materially adversely affect the interests of
the Rights holders.
Holders of shares of the Preferred Stock will not be entitled to receive
dividends, whether payable in cash, property or stock, in excess of full
cumulative dividends of the Series of the Preferred Stock.
In the event of liquidation, the holder of each one one-thousandth
(1/1000th) of a share of Preferred Stock (each "Unit of Preferred Stock") will
receive a preferred liquidation payment equal to the greater of $1.00 per whole
share or the per share amount paid in respect of a share of Common Stock.
Each Unit of Preferred Stock will have one vote, voting together with the
Common Stock.
In the event of any merger, consolidation, statutory share exchange or
other transaction in which shares of Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share amount paid in respect
of each share of Common Stock.
The rights of holders of the Preferred Stock to dividends, liquidation and
voting, and in the event of mergers, statutory share exchanges and
consolidations, are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the economic value of one share of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of Common Stock.
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The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company unless the offer
is conditioned on a substantial number of Rights being acquired. However, the
Rights should not interfere with any merger, statutory share exchange or other
business combination approved by a majority of the continuing directors since
the Rights may be redeemed by a majority of the continuing directors of the
Board of Directors at any time on or prior to the close of business ten business
days after announcement by the Company that a person has become an Acquiring
Person, subject to certain exceptions. Thus, the Rights are intended to
encourage persons who may seek to acquire control of the Company to initiate
such an acquisition through negotiations with the Board of Directors. However,
the effect of the Rights may be to discourage a third party from making a
partial tender offer or otherwise attempting to obtain a substantial equity
position in the equity securities of, or seeking to obtain control of, the
Company. To the extent any potential acquirers are deterred by the Rights, the
Rights may have the effect of preserving incumbent management in office.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated October 5, 1998 and is incorporated herein by reference. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1. Stockholder Protection Rights Agreement, dated as of September 16, 1998,
between IVI Checkmate Corp. and First Union National Bank (which includes as
Exhibit A thereto the Form of Right Certificate and as Exhibit B thereto the
form of Certificate of Designations, Preferences, Limitations and Relative
Rights of Series C Junior Participating Preferred Stock of IVI Checkmate Corp.),
incorporated herein by reference to Exhibit 99.1 of IVI Checkmate Corp.'s Form
8-K dated October 5, 1998.
2. Press release dated September 17, 1998, incorporated herein by reference
to Exhibit 99.2 of IVI Checkmate Corp.'s Form 8-K dated October 5, 1998.
3. Press release dated October 7, 1998, incorporated herein by reference to
Exhibit 99.3 of IVI Checkmate Corp.'s Form 8-K dated October 5, 1998.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
IVI CHECKMATE CORP.
Date: October 8, 1998 By: /s/ L. Barry Thomson
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L. Barry Thomson
President and Chief Executive Officer
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