<PAGE>
As filed with the Securities and Exchange Commission on October 1, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4 REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
-----------
IVI CHECKMATE CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 58-2375201
(State of incorporation) (IRS Employer Identification No.)
1003 MANSELL ROAD
ROSWELL, GEORGIA 30076
(Address of Principal Executive Offices) (ZiP Code)
CHECKMATE ELECTRONICS, INC. 1988 EMPLOYEE INCENTIVE STOCK OPTION PLAN
CHECKMATE ELECTRONICS, INC. 1993 STOCK OPTION PLAN
CHECKMATE ELECTRONICS, INC. 1994 DIRECTOR'S STOCK OPTION PLAN
CHECKMATE ELECTRONICS, INC. NON-INCENTIVE STOCK OPTION AGREEMENT
INTERNATIONAL VERIFACT INC. 1997 STOCK OPTION PLAN
(Full title of the plan)
MR. JOHN J. NEUBERT
IVI CHECKMATE CORP.
1003 MANSELL ROAD
ROSWELL, GEORGIA 30076
(770) 594-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
M. HILL JEFFRIES MARK A. CONVERY
ALSTON & BIRD LLP MEIGHEN DEMERS
ONE ATLANTIC CENTER MERRILL LYNCH CANADA TOWER
1201 WEST PEACHTREE STREET 200 KING STREET WEST, SUITE 1100
ATLANTA, GEORGIA 30309-3424 TORONTO, ONTARIO
(404) 881-7000 CANADA M5H 3T4
(416) 977-8400
--------------
<PAGE>
--------------
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to Registration Statement on Form S-4 on
Form S-8 (the "Registration Statement") filed by IVI Checkmate Corp. (the
"Company") relates to 2,183,900 shares (the "Shares") of the Company's Common
Stock, $0.01 par value per share (the "Common Stock") which were previously
registered on the Company's Registration Statement on Form S-4, as amended (File
No. 333-53629), and are being transferred to this Registration Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement will
be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.
(b) Upon written or oral request, the Company will provide, without charge,
the documents incorporated by reference in Item 3 of Part II of this
Registration Statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Company will also provide, without charge, upon
written or oral request, other documents required to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information, should be
directed to John J. Neubert, Corporate Secretary, at (770) 594-6000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the Exchange Act"), are incorporated herein by reference
and deemed to be a part hereof from the date of the filing of such documents:
(i) The Company's proxy statement/prospectus dated May 26, 1998 which
forms a part of the Company's Registration Statement on Form S-4, as amended
(Registration No. 333-53629);
(ii) The Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1998;
(iii) The Company's Current Report on Form 8-K filed on July 9, 1998; and
(iv) The Company's Current Report on Form 8-K filed on October 1, 1998.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-Laws provide for indemnification of directors and officers
of the Company to the full extent permitted by Delaware law.
Section 145 of the General Corporation Law of the State of Delaware
provides generally that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at its request in
such capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to be the
<PAGE>
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. In
addition, pursuant to the authority of Delaware law, the Certificate of
Incorporation of the Company also eliminates the monetary liability of directors
to the fullest extent permitted by Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.*
5 Opinion of counsel of Registrant.
23(a) Consent of counsel (included in Exhibit 5).
23(b) Consent of Ernst & Young LLP.
23(c) Consent of Coopers & Lybrand.
99(a) Registrant's Certificate of Incorporation, as amended, hereby
incorporated by reference from Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 dated May 26, 1998 with Registration No. 333-53629.
99(b) Registrant's Bylaws hereby incorporated by reference from Exhibit 3.2
to the Registrant's Registration Statement on Form S-4 dated May 26, 1998 with
Registration No. 333-53629.
99(c) Checkmate Electronics, Inc. 1988 Employee Incentive Stock Option
Plan hereby incorporated by referenced from Exhibit 10.8 to Checkmate's
Registration Statement on Form S-1, No. 33-67048.
99(d) Checkmate Electronics, Inc. 1993 Stock Option Plan hereby
incorporated by referenced from Exhibit 10.9 to Checkmate's Registration
Statement on Form S-1, No. 33-67048.
99(e) Checkmate Electronics, Inc. 1994 Directors' Stock Option Plan hereby
incorporated by referenced from Exhibit 10.19(c) to Checkmate's Annual Report on
Form 10-K for the period ended December 31, 1993.
99(f) Checkmate Electronics, Inc. Non-Incentive Stock Option Agreement.
99(g) International Verifact Inc. 1997 Stock Option Plan.
- - --------------
* Exhibits are numbered in accordance with Item 601 of Regulation S-K.
II-2
<PAGE>
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:
(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 in the information set forth in the 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 such information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) above 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.
(b) The undersigned issuer 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 Section 15(d) of the
Securities Exchange Act of l934 (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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registration pursuant to the foregoing provisions, or otherwise, the
Registration has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant,
IVI Checkmate Corp., 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 Atlanta, Georgia as of September 30, 1998.
IVI CHECKMATE CORP.
By: /s/ J. Stanford Spence
----------------------
J. Stanford Spence
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities on September 30, 1998.
SIGNATURE TITLE
--------- -----
/s/ J. Stanford Spence Chairman of the Board
- - ----------------------
J. Stanford Spence
Vice Chairman of the Board
- - ----------------------
George Whitton
/s/ L. Barry Thomson President, Chief Executive
- - ---------------------- Officer and Director
L. Barry Thomson
/s/ Gregory A. Lewis Director
- - ----------------------
Gregory A. Lewis
/s/ John J. Neubert Executive Vice President and
- - ---------------------- Chief Financial Officer
John J. Neubert
Director
- - ----------------------
Gerard Compain
/s/ Paul W. Noblett Director
- - ----------------------
Paul W. Noblett
/s/ Bertil D. Nordin Director
- - ----------------------
Bertil D. Nordin
Director
- - ----------------------
Gareth Owen
/s/ Peter E. Roode Director
- - ----------------------
Peter E. Roode
II-4
<PAGE>
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- - --------------------------------------------------------------------------------
EXHIBITS FILED WITH
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4 REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
- - --------------------------------------------------------------------------------
IVI CHECKMATE CORP.
1003 MANSELL ROAD
ROSWELL, GEORGIA 30076
(770) 594-6000
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER* DESCRIPTION
- - -------------- -----------
5 Opinion of counsel to Registrant.
23(b) Consent of Ernst & Young LLP.
23(c) Consent of Coopers & Lybrand.
99(f) Checkmate Electronics, Inc. Non-Incentive
Stock Option Agreement.
99(g) International Verifact Inc. 1997 Stock Option
Plan.
- - --------------
* Exhibits are numbered in accordance with Item 601 of Regulation S-K.
<PAGE>
EXHIBIT 5
---------
Opinion of Alston & Bird LLP regarding the legality of
the securities being registered
<PAGE>
[LETTERHEAD OF ALSTON & BIRD LLP APPEARS HERE]
October 1, 1998
IVI Checkmate Corp.
1003 Mansell Road
Roswell, Georgia 30076
Re: Post-Effective Amendment No. 2 to the Registration Statement on
Form S-4 on Form S-8
Ladies and Gentlemen:
We have acted as legal counsel to IVI Checkmate Corp., a Delaware
corporation (the "Company"), in connection with the filing of the above-
referenced Post-Effective Amendment No. 2 to the Company's Registration
Statement on Form S-4 on Form S-8 ("Post-Effective Amendment No. 2") with the
Securities and Exchange Commission (the "Commission"). Post-Effective Amendment
No. 2 is to transfer 2,183,900 shares of Common Stock, par value $.01 per share
("Common Stock"), of the Company that were previously registered on the
Company's Registration Statement on Form S-4, as amended (File No. 333-53629),
to Form S-8 (the "Shares"). The Shares remain issuable pursuant to the Checkmate
Electronics, Inc. 1988 Employee Incentive Stock Opinion Plan, Checkmate
Electronics, Inc. 1993 Stock Option Plan, Checkmate Electronics, Inc. 1994
Directors' Stock Option Plan, and Checkmate Electronics, Inc. 1993 Non-Incentive
Stock Option Agreement, and Plan International Verifact Inc. 1997 Stock Option.
This opinion letter is rendered pursuant to Item 8 of Form S-8 and Item
601(b)(5) of Regulation S-K.
In the capacity described above, we have considered such matters of law and
of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinions hereinafter set forth.
Our opinion set forth below is limited to the laws of the State of
Delaware, and we do not express any opinion herein concerning any other laws.
On the basis of the foregoing, we are of the opinion that the Shares, when
issued and delivered in accordance with the terms and conditions of the
above-referenced plans and related agreements with participants in the plans,
will be validly issued, fully paid and nonassessable by the Company.
We consent to the filing of this opinion letter as an exhibit to
Post-Effective Amendment No. 2 and to the use of our name under the heading
"Legal Matters" in the Prospectus constituting a part thereof. In giving such
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
This opinion letter is being furnished by us to the Company and the
Commission solely for the benefit of the Company and the Commission in
connection with Post-Effective Amendment No. 2 and is not to be used,
circulated, quoted or otherwise relied upon by any other person, or by the
Company or the Commission for any other purpose, without our express written
consent. The only opinion rendered by us consists of those matters set forth in
the fourth paragraph hereof, and no opinion may be implied or inferred beyond
those expressly stated. This opinion letter is rendered as of the date hereof,
and we have no obligation to update this opinion letter.
<PAGE>
Sincerely,
ALSTON & BIRD LLP
By: /s/ Alston & Bird LLP
---------------------
M. Hill Jeffries, A Partner
<PAGE>
EXHIBIT 23(b)
-------------
Consent of Ernst & Young LLP
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective Amendment
No. 2 to the Form S-4 Registration Statement on Form S-8 (No. 333-________)
pertaining to the Checkmate Electronics, Inc. 1988 Employee Incentive Stock
Option Plan, Checkmate Electronics, Inc. 1993 Stock Option Plan, Checkmate
Electronics, Inc. 1994 Director's Stock Option Plan, International Verifact Inc.
1997 Stock Option Plan and Checkmate Electronics, Inc. Non-Incentive Stock
Option Agreement of our report dated February 18, 1998, with respect to the
financial statements of Checkmate Electronics, Inc. for the year ended December
31, 1997 and our report dated May 4, 1998, with respect to the financial
statements of IVI Checkmate Corp. for the period from January 15, 1998 (date of
inception) through March 31, 1998, both included in the IVI Checkmate Corp.
Proxy Statement/Prospectus dated May 26, 1998 which forms a part of the
Registration Statement on Form S-4 (No. 333-53629), and of our report dated
September 29, 1998 with respect to the supplemental consolidated financial
statements of IVI Checkmate Corp. included in its Current Report on Form 8-K
dated October 1, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Atlanta, Georgia
September 29, 1998
<PAGE>
EXHIBIT 23(C)
-------------
Consent of Coopers & Lybrand
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective Amendment No.
2 to Form S-4 Registration Statement on Form S-8 (No. 333-_____) pertaining to
the Checkmate Electronics, Inc. 1988 Employee Incentive Stock Option Plan,
Checkmate Electronics, Inc. 1993 Stock Option Plan, Checkmate Electronics, Inc.
1994 Director's Stock Option Plan, International Verifact Inc. 1997 Stock Option
Plan and Checkmate Electronics, Inc. Non-Incentive Stock Option Agreement of our
report dated February 12, 1998, on our audits of the consolidated financial
statements of International Verifact Inc. as of December 31, 1997 and 1996, and
for the years ended December 31, 1997, 1996 and 1995, which report is included
in the IVI Checkmate Corp. Proxy Statement/Prospectus dated May 26, 1998 which
forms a part of the Registration Statement on Form S-4 (File No. 333-53629) and
the IVI Checkmate Corp. Current Report on Form 8-K dated October 1, 1998, filed
with the Securities and Exchange Commission.
/s/ COOPERS & LYBRAND
-----------------------------
Coopers & Lybrand
Chartered Accountants
Toronto, Ontario
September 30, 1998
<PAGE>
EXHIBIT 99(f)
CHECKMATE ELECTRONICS, INC.
NON-INCENTIVE STOCK OPTION AGREEMENT
This Non-Incentive Stock Option Agreement (the "Agreement") is entered into
as of the 18th day of August, 1994, by and between CHECKMATE ELECTRONICS, INC.
(the "Company") and J. STANFORD SPENCE ("Optionee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company desires to reward Optionee for his voluntary service
as interim Chief Executive Officer of the Company following the untimely death
of Raymond J. Homa; and
WHEREAS, on August 18, 1994, the Board of Directors of the Company granted
to Optionee a non-incentive stock option to reward Optionee for his efforts on
behalf of the Company; and
WHEREAS, the parties hereto have set forth the terms of such option in
writing in this Non-Incentive Stock Option Agreement;
NOW, THEREFORE, for and in consideration of the premises and mutual
promises herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. Grant of Option.
---------------
On August 18, 1994, the Board granted Optionee a non-incentive stock
option. Under that option and subject to the terms and conditions set forth
herein, Optionee shall have the right to purchase 100,000 shares of the $0.01
par value common stock of the Company (the "Common Stock"); such 100,000 shares
hereinafter are referred to as the "Optioned Shares," and this option
hereinafter is referred to as the "Option." The Option is intended to be
considered a nonqualified stock option subject to the requirements of Section 83
of the Internal Revenue Code of 1986, as amended (the "Code").
2. Exercise of Option.
------------------
(a) General. The Option may be exercised by Optionee's delivery to
-------
the Secretary of the Company of a written notice of exercise executed by
Optionee (the "Notice of Exercise"). The Notice of Exercise shall be
substantially in the form set forth as Exhibit A, attached hereto and made a
part hereof, and shall identify the Option and the number of Optioned Shares
that are being exercised.
-1-
<PAGE>
(b) Beginning of Exercise Period. The Option shall be 100 percent
----------------------------
vested and exercisable immediately upon grant.
(c) Partial Exercise. Optionee may exercise the Option for less than
----------------
the full number of exercisable Optioned Shares, but such exercise may not be
made for less than 100 shares or the total remaining shares subject to the
Option.
3. Option Price.
------------
The price per share for each of the Optioned Shares shall be $8.00,
the closing sale price of the Common Stock on August 11, 1994 (the "Option
Price").
4. Termination of Option.
---------------------
Notwithstanding any provisions to the contrary herein, the Option
shall not be exercisable either in whole or in part after ten years from the
date of grant (August 11, 2004).
5. Option Nontransferable.
----------------------
The Option shall not be transferable by Optionee other than by will or
by the laws of descent and distribution. During the lifetime of Optionee, the
Option shall be exercisable only by Optionee (or, if he becomes disabled or
otherwise incapacitated, by the guardian of his property or his duly appointed
attorney-in-fact), and shall not be assignable or transferable by Optionee and,
subject to Section 6 hereof, no other person shall acquire any rights in the
Option.
6. Death or Disability of Optionee.
-------------------------------
In the event of the death or disability (as determined by the
Committee in its sole discretion) of Optionee, all or any of the unexercised
portion of the Option owned by the Optionee may be exercised by Optionee's
executor or administrator (in the event of death) or his guardian or attorney-
in-fact (in the event of incapacitating disability) at any time, but in no event
later than the date as of which such Option expires pursuant to Section 4
hereof. Such exercise shall be effected in accordance with the terms hereof as
if such person was Optionee herein.
7. Medium and Time of Payment of Option Price.
------------------------------------------
(a) General. The Option Price shall be payable by Optionee (or his
-------
successors in accordance with Section 6 hereof) upon exercise of the Option and
shall be paid in cash or shares of the Common Stock or any combination thereof.
(b) Payment in Shares of the Common Stock. If Optionee pays all or
-------------------------------------
part of the Option Price with shares of the Common Stock, the following
conditions shall apply:
-2-
<PAGE>
(i) Optionee shall deliver to the Secretary of the Company a
certificate or certificates for shares of the Common Stock duly endorsed
for transfer to the Company with signature guaranteed by a member firm of a
national stock exchange or by a national or state bank (or guaranteed or
notarized in such other manner as the Committee may require);
(ii) Optionee must have held any shares of the Common Stock used to
pay the Option Price for at least 6 months prior to the date such payment
is made;
(iii) Such shares shall be valued on the basis of the fair market
value of the Common Stock on the date of exercise pursuant to the terms of
the Plan; and
(iv) The value of such Common Stock shall be less than or equal to the
Option Price. If the Optionee delivers Common Stock with a value that is
less than the Option Price, then Optionee shall pay the balance of the
Option Price in cash.
In addition to the payment of the Option Price, Optionee also shall pay in cash
an amount equal to the amount, if any, which the company at the time of exercise
is required to withhold under the income tax and FICA withholding provisions of
the Code and of the income tax laws of the state of Optionee's residence.
8. Investment Representations.
--------------------------
(a) Optionee acknowledges that the Optioned Shares have not been
registered under the Securities Act of 1933, as amended (the "1933 Act"), or
under applicable state securities laws and that certain restrictions apply
(including restrictions on resale applicable to "affiliates" under Rule 144 of
the 1933 Act) with respect to any transfer of the Optioned Shares.
(b) Optionee acknowledges that the delivery of certificates for the
Optioned Shares may be delayed for such time as the Company deems necessary or
desirable to enable the Company to comply with (i) the requirements of the 1933
Act or the Securities Exchange Act of 1934, as amended, or any rules or
regulations of the Securities and Exchange Commission or any stock exchange
promulgated thereunder; and (ii) the requirements of applicable state laws
relating to the authorization, issuance or sale of the Optioned Shares.
Optionee shall execute such documents and provide such information, investment
representations and undertakings as the Company deems necessary or desirable to
secure such compliance.
-3-
<PAGE>
9. Delivery of Stock Certificates.
------------------------------
As promptly as practical after the date of exercise of the Option and,
if applicable, the receipt by the Company of full payment therefor, the Company
shall deliver to Optionee a stock certificate representing the shares of the
Common Stock acquired by Optionee pursuant to his exercise of the Option.
10. Notices.
-------
All notices or other communications hereunder shall be in writing and
shall be effective (i) when personally delivered by courier (including overnight
carriers) or otherwise to the party to be given such notice or other
communication or (ii) on the third business day following the date deposited in
the United States mail if such notice or other communication is sent by
certified or registered mail with return receipt requested and postage thereon
fully prepaid. The addresses for such notices shall be as follows:
If to the Company:
Checkmate Electronics, Inc.
Attention: Corporate Secretary
1011 Mansell Road, Suite C
Roswell, GA 30076
If to the Optionee:
J. Stanford Spence
----------------------------
----------------------------
----------------------------
Any party hereto, by notice of the other party hereunder, may change its address
for receipt of notices hereunder.
11. Miscellaneous.
-------------
(a) The granting of the Option and the execution of this Agreement
shall not give Optionee any rights to similar grants in future years or any
right to be hired or retained in the employ or service of the Company or any of
its Subsidiaries or to interfere in any way with the right of the Company or any
such Subsidiary to begin or terminate Optionee's employment or services at any
time.
(b) Unless and except as otherwise specifically provided in this
Agreement, Optionee shall have no rights of a shareholder with respect to any
shares covered by the Option until the date of issuance of a stock certificate
to him for such shares.
-4-
<PAGE>
(c) If any term, provision, covenant or restriction contained in this
Agreement is held by a court or a federal regulatory agency of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions contained in this Agreement shall remain
in full force and effect, and shall in no way be affected, impaired or
invalidated. If for any reason such court or regulatory agency determines that
this Agreement will not permit Optionee to acquire the full number of Optioned
Shares as provided in Section 1 hereof, it is the express intention of the
Company to allow Optionee to acquire such lesser number of shares as may be
permissible without any amendment or modification hereof.
(d) This Agreement is being made in Georgia and shall be construed and
enforced in accordance with the laws of that state.
(e) This Agreement contains the entire understanding among the parties
and supercedes any prior understanding and agreements between them representing
the subject matter hereof. There are no representations, agreements,
arrangements or understandings, oral or written, between and among the parties
hereto relating to the subject matter hereof which are not fully expressed
herein.
(f) Section and other headings contained in this Agreement are for
reference purposes only and are in no way intended to describe, interpret,
define or limit the scope, extent or intent of this Agreement or any provision
hereof.
(g) This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and all of which shall constitute one
agreement, and the signatures of any party or any counterpart shall be deemed to
be a signature to, and may be appended to, any other counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the first date written above.
CHECKMATE ELECTRONICS, INC.
By: /s/
-------------------------------------------
Title: COO/CFO/Senior Vice President
OPTIONEE:
/s/ J. Stanford Spence
-------------------------------------------
J. Stanford Spence
-5-
<PAGE>
EXHIBIT 99(g)
INTERNATIONAL VERIFACT INC.
1997 STOCK OPTION PLAN
WHEREAS the shareholders of International Verifact Inc. (the
"Corporation") approved a Stock Option Plan (the "1986 Plan") at a meeting of
the shareholders held on September 11, 1986;
AND WHEREAS the 1986 Plan was amended and restated (the "1994 Plan"),
at a meeting of the shareholders held on December 28, 1994, in order to comply
with the new requirements of The Toronto Stock Exchange;
AND WHEREAS the board of directors of the Corporation desire to cancel
the 1994 Plan and adopt a new stock option plan;
NOW THEREFORE THIS 1997 STOCK OPTION PLAN provides as follows:
SECTION 1 - PURPOSE
1.1 The Plan has been established as a means of compensating Eligible Persons
for their contributions to the performance of the Corporation. The Plan is
intended to:
(a) secure and retain employees, consultants and directors responsible for
the success of the Corporation;
(b) to encourage stock ownership and to provide Eligible Persons with
proprietary interests in, and a greater concern for, the welfare of,
and an incentive to continue service with the Corporation; and
(c) to provide the Corporation with an inexpensive source of capital
financing.
SECTION 2 - DEFINITIONS
2.1 In this Plan, unless the context otherwise requires, the following terms
shall have the following meanings:
"Board" means the board of directors of the Corporation;
"Code" means the Internal Revenue Code of 1986, Title 26 of the
United States Code, as from time to time amended, or any
successor statute of similar purpose;
"Committee" means a committee comprising either the Board or such
members of the Board as may be designated by the Board;
<PAGE>
"Corporation" means International Verifact Inc., its subsidiaries,
whether direct or indirect, and any other entity designated
by the Committee;
"Eligible Persons" means an employee or Insider of the Corporation or any of
its subsidiaries, and any other person or company engaged
to provide ongoing management or consulting services for
the Corporation or for any entity controlled by the
Corporation who, because of his or its roles and
responsibilities, is designated by the Committee as a
potential participant in the Plan;
"Exchange" means The Toronto Stock Exchange;
"Insider" means (i) an insider of the Corporation, as defined in the
Securities Act (Ontario), other than a person who falls
within that definition solely by virtue of being a director
or senior officer of a subsidiary of the Corporation, and
(ii) an associate of any person who is an Insider by virtue
of (i) above;
"ISO" means an incentive stock option intended to qualify as such
under the provision of Section 422 of the Code;
"Market Value" means the closing price of the Shares on the Exchange on
the trading day prior to the date of the grant of an
Option; provided that if there is no closing price on such
trading day, "Market Value" shall mean the mid-point
between the bid and ask on the Exchange at the close of
trading on the trading day prior to the date of grant;
"Option" means an option granted by the Corporation to a Participant
to purchase authorized but unissued Shares pursuant to the
terms of the Plan;
"Outstanding Issue" means that number of Shares issued and outstanding
immediately prior to the Share issuance in question, less
that number of Shares issued pursuant to this Plan or any
other share compensation arrangements over the preceding
one-year period;
"Participant" means an Eligible Person to whom Options are granted under
the Plan;
"Plan" means this 1997 Stock Option Plan, either as originally
adopted or as amended from time to time, as the case may
be;
"Shares" means common shares of the Corporation;
"Specified Price" means the price established by the Committee at not less
than the Market Value of the Shares on the day of the grant
of the Option, or not less than one-hundred-ten-percent (I
10%) of such Market Value in the case of an ISO granted to
any person who owns, directly or
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indirectly (within the meaning of Section 422(b)(6) and
424(d) of the Code), at the time the ISO is granted, stock
possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the
Corporation; and
"Trusts" has the meaning ascribed thereto in Section 5.1.2.
2.2 In this Plan, unless the context requires otherwise, references to the male
gender include the female gender and words importing the singular include
the plural and vice versa.
2.3 Any reference made in this Plan to Sections or Schedules is, unless
otherwise indicated, a reference to Sections of and Schedules to this Plan.
SECTION 3 - ADMINISTRATION OF THE PLAN
The Plan is under the direction of the Committee that, in addition to the
specific powers conferred upon it hereunder, has full and complete authority to
interpret the Plan and to prescribe such rules and regulations and make such
other determinations as it deems necessary or desirable to meet the objectives
of and to administer the Plan. Without limiting the generality of the foregoing,
for greater certainty, the Committee shall have the power and authority to:
(a) adopt rules and regulations for implementing the Plan;
(b) determine the eligibility of persons to participate in the Plan,
when Options to eligible persons shall be granted, the number of
Shares subject to each Option, the Specified Price of the Shares and
the vesting period, if any, for each Option;
(c) interpret and construe the provisions of the Plan;
(d) delegate any or all of their power and authority under (a), (b) and
(c) above to such persons or groups of persons on such terms and on
such conditions as the Committee may in their discretion determine;
and
(e) take such other steps as they determine to be necessary or desirable
to give effect to the Plan.
Any decision, approval or determination made by a person or group of persons
delegated the ability to make such decision, approval or determination pursuant
to Section 3.1(d) above shall be deemed to be a decision, approval or
determination, as the case may be, of the Committee.
SECTION 4 - NUMBER OF SHARES TO BE ISSUED UNDER THE PLAN
4.1 The number of Shares that may be issued as a result of the grant of Options
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under the Plan shall not exceed 1,075,000 Shares, subject to adjustment as set
forth in Section 7.1. All Shares subject to Options that have expired,
terminated in accordance with Section 5.5 hereof or have been cancelled (unless
such cancellation occurs in conjunction with the granting of an option to the
same person on different terms) without having been exercised shall be available
for any subsequent Options under the Plan.
4.2 Under the Plan:
(a) no single Participant and his associates shall be granted Options
which could result in the issuance of Shares exceeding 5% of the
Outstanding Issue, within a one-year period, to such Participant and
his associates in aggregate;
(b) the number of Shares reserved for issuance to any single Participant
pursuant to Options shall not exceed 5% of the number of Shares
outstanding;
(c) the number of Shares reserved for issuance pursuant to Options
granted to all Insiders shall not exceed 10% of the Outstanding
Issue; and
(d) Shares exceeding 10% of the Outstanding Issue shall not be issued,
within a One-year period, to Insiders.
4.3 For the purposes of this Section 4, Options held by Trusts established
for the benefit of a participant shall be considered to be held by that
Participant.
SECTION 5 - OPTIONS
5.1 Grant of Options
5.1.1 Subject to Section 4, the Committee shall, in its absolute discretion,
designate from among the Eligible Persons those to whom Options shall be
granted, the number of Shares to be covered by each Option, the Specified
Price for each Option, the period during which the same may be exercised
and the other terms and conditions attaching thereto. Any Participant, at
the time of the grant of an Option, may hold more than one Option. The
grant of each Option shall be evidenced by an agreement, substantially in
the form of Schedule 1, between the Corporation and the Participant
setting forth the number of Shares covered by such Option, the Specified
Price, the option period and any other terms and conditions attaching
thereto.
5.1.2 A Participant may, in his sole discretion, elect to have some or all of
any Options (other than an ISO) granted to him granted to a trust or
trusts ("Trusts") governed by a registered retirement savings plan
established by and for the benefit of such Participant. Such election
must be made prior to the execution of the agreement described in Section
5.1.1 and shall be evidenced in such agreement.
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5.1.3 The Committee may designate any Option granted pursuant to Section 5.1.1
as an ISO at the time such Option is granted, provided, however, that
only those Eligible Persons who are actually employed the Corporation and
are or expect to be subject to United States income taxes may receive
ISOs. The aggregate Market Value (determined at the time any ISO is
granted) of the Shares with respect to which any Participant's ISOs
together with incentive stock options granted under any other plan of the
Corporation, are exercisable for the first time by such Participant
during any calendar year shall not exceed US $ 100,000. In the event that
a Participant holds such ISOs that become first exercisable (including as
a result of acceleration of exercisability under the Plan) in any one
year for Shares having a Market Value at the date of grant in excess of
US $ 100,000, then the most recently granted of such ISOs, to the extent
they are exercisable for Shares having an aggregate Market Value in
excess of such limit, shall be deemed to be Options that are not ISOs. No
ISO may be granted more than ten (10) years after the date of an event
described in Section 13. 1 (a) or (c), whichever is earlier.
5.2 Payment of Specified Price
The Specified Price for the Shares covered by an Option granted under
this Plan shall be paid in full at the time of exercise of such Option.
5.3 Option Period
Subject to the provisions of Section 5.5, each Option shall be
exercisable during a period established by the Committee provided that such
period shall expire no later than ten (10) years after the date of grant, or no
later than five (5) years after the date of grant in the case of an ISO granted
to any person who owns, directly or indirectly (within the meaning of Sections
422(b)(6) and 424(d) of the Code), at the time the ISO is granted, stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Corporation.
5.4 Exercise of Option
An Option may be exercised at any time, or from time to time, during its
term as to any number of whole Shares which are then available for purchase;
provided that no partial exercise may be for less than 100 whole Shares. A
Participant electing to exercise an Option on his own behalf or on behalf of a
Trust established for his benefit shall give written notice of the election to
the Corporation, together with the aggregate amount to be paid for the Shares to
be acquired pursuant to the exercise of an Option, by cheque payable at par in
Toronto.
Upon actual receipt by the Corporation of written notice and a cheque for
the aggregate Specified Price, the Participant (including a trustee, in the case
of the exercise of Options by a Trust) exercising the Option shall be registered
on the books of the Corporation as the holder of the appropriate number of
Shares.
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No person shall enjoy any part of the rights or privileges of a holder of
Shares subject to Options until that person becomes the holder of record of
those Shares.
5.5 Termination of Employment
Unless otherwise decided by the Committee, the following rules shall apply:
(a) in the event of the retirement or disability of a Participant or a director
ceasing to be a director, the Options held by such Participant, or any
Trust on the Participant's behalf, which have vested as at the effective
date of retirement, disability or ceasing to be a director are exercisable
by such Participant or the Trustee, as the case may be, twelve (12) months
after the effective date of retirement, disability or ceasing to be a
director and, to the extent not exercised within that period, shall
terminate on the expiration of such twelve (12) month period provided,
however, that in the event of a Participant's retirement, the twelve (12)
month period referred to above shall instead be a three (3) month period
with respect to any ISO held by such Participant and further provided that,
for the purpose of ISOs only, "disability" shall have the meaning set forth
in Section 22(e)(3) of the Code;
(b) in the event of the death of the Participant before retirement, disability
or otherwise ceasing to be a director or full-time employee or to provide
management or consulting services to the Corporation, the Options held by
the Participant, or any Trust on the Participant's behalf, which have
vested as at the date of the Participant's death are exercisable by such
Participant's legal representative or the Trustee, as the case may be,
twelve (12) months after the date of the Participant's death and, to the
extent not exercised within that period, shall terminate on the expiration
of such twelve (12) month period; and
(c) in the event that the Participant ceases to be a full-time employee of the
Corporation or ceases to provide ongoing management or consulting services
to the Corporation or any entity controlled by the Corporation for any
reason other than retirement, disability or death, any Options held by the
Participant, or any Trust on the Participant's behalf, which have then
vested shall terminate on the date on which the Participant ceases to be an
employee or to provide management or consulting services, unless they are
exercised within thirty (30) days of such date, subject to such exceptions
as the Committee may at any time agree to;
provided, however, that the provisions of this Section 5.5 shall not be
construed as extending the exercise period of any Option past the original
exercise period of the Option nor past the maximum ten (10) year term and that
all unvested Options shall expire on the date on which any of the events
specified in Subsections 5.5(a), (b) and (c) occur.
5.6 Options Non-Assignable
Subject to Section 8, no Options or any Interest therein shall be
transferable or assignable by the Participant or a Trust otherwise than by will
or pursuant to the laws of succession and no Option may be exercised by anyone
other than the Participant, his legal representative or a Trust established by
and for the benefit of such Participant.
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SECTION 6 - PARTICIPANT NOT A SHAREHOLDER
6.1 Neither a Participant nor a Trust shall have any rights as a shareholder of
the Corporation with respect to any Shares covered by any Option until such
time as and to the extent only that such Option has been exercised.
SECTION 7 - EFFECTS OF ALTERATION OF CAPITAL STOCK
7.1 Subject to Section 4.2(a), if the number of outstanding Shares of the
Corporation shall be increased or decreased as a result of a stock split,
consolidation or reclassification or if other changes with respect to the
Shares shall occur, other than as a result of the issuance of Shares for
fair value, or if additional Shares are issued pursuant to a stock
dividend, or in the event of a merger, amalgamation or reorganization, then
the number of and/or price payable for Shares subject to any unexercised
Options shall be adjusted in accordance with applicable law and in such
manner as the Board shall deem proper to preserve the rights of the
Participants under the Plan substantially proportionate to those existing
prior to such change or event. In addition, upon the occurrence of any such
change or event, the maximum number of Shares that may be issued as a
result of the grant of Options under the Plan shall be adjusted by the
Board so that it is substantially proportionate to that maximum number
existing prior to such change or event. Any adjustment to any outstanding
ISO pursuant to this Section 7.1, if made by reason of a transaction
described in Section 424(a) of the Code, shall be made so as to conform to
the requirements of that Section and the regulations thereunder.
SECTION 8 - TRANSFERABILITY
8.1 Options may be exercised by the Participant and, upon the Participant's
death, the legal representative of his or her estate or any other person
who acquires his or her rights in respect of an Option by bequest or
inheritance. A person exercising an Option may subscribe for Shares only in
his own name, on behalf of a Trust established for his benefit or in his
capacity as a legal representative.
8.2 Options (other than ISOs) may be transferred between a Participant and
Trusts established for the sole benefit of such Participant. Subject to
Section 5.6 hereof, if the beneficiary of a Trust changes, the Options
granted to the Trust will be immediately cancelled by the Corporation.
Notwithstanding the foregoing, no Option shall be transferable under this
Section 8.3 if at any time of a Participant's termination of employment or
at the time of any proposed transfer at any time after such termination of
employment the Participant is a resident of the United States.
SECTION 9 - AMENDMENT AND TERMINATION
9.1 The Board may at any time and from time to time by resolution amend or
terminate the Plan, but no such amendment or termination shall, except with
the written consent of the Participants concerned, affect the terms and
conditions of Options previously granted under the Plan to the extent that
they have not been exercised, unless the rights of
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such Participants shall then have terminated or been wholly exercised. Any
amendment to the Plan is subject to the approval of applicable regulatory
authorities, including the Exchange and, to the extent necessary under
Section 422 of the Code, the approval of the shareholders of the
Corporation.
SECTION 10 - LAWS
10.1 The Plan and all matters to which reference is made herein shall be
governed by and interpreted in accordance with the laws of the Province of
Ontario and those of Canada insofar as the latter may be applicable.
10.2 No Option may be exercised nor will the Corporation have any obligation to
issue Shares pursuant thereto if such exercise or issue would be contrary
to or violate any applicable law or any applicable regulation of a duly
constituted authority.
SECTION 11- COMPLIANCE WITH STATUTES AND REGULATIONS
11.1 The granting of Options and the sale and delivery of Shares under this
Plan shall be carried out in compliance with applicable statutes and with
the regulations of governmental authorities and applicable stock
exchanges. If the Committee determines that in order to comply with any
such statutes or regulations, certain action is necessary or desirable as
a condition of or in connection with the granting of an Option or the
issue or purchase of Shares under an Option, that Option may not be
exercised in whole or in part unless that action shall have been completed
in a manner satisfactory to the Committee.
SECTION 12 - PARTICIPATION VOLUNTARY
12.1 The Participation of an Eligible Person in the Plan is entirely voluntary
and not obligatory and shall not be interpreted as conferring upon such
Eligible Person any rights or privileges other than those rights and
privileges expressly provided in the Plan. In particular, participation in
the Plan does not constitute a condition of employment nor a commitment on
the part of the Corporation to ensure the continued employment of such
Eligible Person.
12.2 The Plan does not provide any guarantee against any-loss of profit which
may result from fluctuations in the market price of the Shares.
12.3 The Corporation does not assume responsibility for the income or other tax
consequences for the Eligible Persons participating in the Plan and
Eligible Persons are advised to consult with their own tax advisors.
SECTION 13 - COMING INTO EFFECT
13.1 The Plan shall come into effect on the later of:
(a) approval by the Board;
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(b) approval by the Exchange;
(c) approval by the shareholders of the Corporation; and
(d) January 14, 1997, at which time it will supersede and replace the 1994
Plan.
DATED as of the 29th day of February, 1996.
INTERNATIONAL VERIFACT INC.
By: /s/
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SCHEDULE 1
OPTIONS AGREEMENT
-----------------
This agreement is entered into this (date), between International Verifact
Inc. (the "Corporation") and (name of participant) (the "Participant") pursuant
to the Corporation's Stock Option Plan (the "Plan") adopted by the Corporation
on March 14, 1996.
Pursuant to the Plan and in consideration of $1.00 paid and services
provided to the Corporation by the Participant, the Corporation agrees to grant
options ("Options") and issue common shares (the "Shares") of the Corporation to
the Participant or the trust(s) described below governed by a registered
retirement savings plan established by and for the benefit of the Participant in
accordance with the terms of the Plan.
The granting and exercise of the Options and the issue of Shares are
subject to the terms and conditions of the Plan, all of which are incorporated
into and form part of this agreement.
For greater certainty, the Corporation hereby grants to the Participant an
option to acquire shares at an exercise price of $ per Share which
----- ---
Options terminate on , . The Options shall vest on the date
----------- ------
hereof.
This agreement shall be binding upon and enure to the benefit of the
Corporation, its successors and assigns and the Participant and the legal
representatives of his or her estate and any other person who acquires the
Participant's rights in respect of the Options by bequest or inheritance
pursuant to the provisions of the Plan.
By executing this agreement, the Participant confirms and acknowledges that
he or she has not been induced to enter into this agreement or acquire any
Option by expectation of employment or continued employment with the
Corporation.
INTERNATIONAL VERIFACT INC.
BY:
---------------------------
(officer of the Corporation)
- - ------------------------- ---------------------------
Witness (name of optionee)
DESCRIPTION OF TRUST *
- - ----------------------
Trustee Account No. No. of Options
------------- --------------- -------------
Trustee Account No. No. of Options
------------- --------------- -------------
Trustee Account No. No. of Options
------------- --------------- -------------
______________________________________
* To be completed if Participant elects to have Options granted to a Trust
10
