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As filed with the Securities and Exchange Commission on August 5, 1999
Registration No. 333-83755
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
IVI CHECKMATE CORP.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 3577 58-2375201
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
1003 Mansell Road
Roswell, Georgia 30076
(770) 594-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
John J. Neubert
IVI Checkmate Corp.
1003 Mansell Road
Roswell, Georgia 30076
Phone: (770) 594-6000
Fax: (770) 594-6041
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
M. Hill Jeffries
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, Georgia 30309
Phone: (404) 881-7000
Fax: (404) 881-4777
_______________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement as
determined by the selling stockholders.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
______________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum Offering Proposed Maximum
Title of Shares Amount to be Price Per Share(2) Aggregate Offering Amount of
to be Registered Registered(1) Price (2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 307,407 shares $3.50 $1,075,924.50 $299.11
===================================================================================================================================
</TABLE>
(1) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee and
computed pursuant to Rule 457(c) based on the average of the high and low
sales prices of the registrant's common stock on the Nasdaq National Market
on July 20, 1999.
______________________
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement relating to these securities has been declared effective by the
Securities and Exchange Commission. This prospectus is neither an offer to sell
nor a solicitation of an offer to buy these securities in any jurisdiction where
such offer or sale is unlawful.
Prospectus
307,407 Shares
[LOGO] IVI CHECKMATE CORP.
Common Stock
______________________
The selling stockholders named under "Selling Stockholders" beginning
on page 13 are selling all of the shares of common stock being offered by this
prospectus. We will not receive any of the proceeds from the sale of shares
by the selling stockholders.
The selling stockholders may sell their shares at various times in the
future. They may sell their shares through the Nasdaq National Market or in
private transactions and at prevailing market prices or negotiated prices, as
described in the section of this prospectus entitled "Plan of Distribution"
beginning on page 17.
Our common stock is listed on the Nasdaq National Market under the
symbol "CMIV" and on The Toronto Stock Exchange under the symbol "IVC." The
last reported sale prices of our common stock on August 4, 1999 were $3.375
per share on the Nasdaq National Market and Cdn. $5.20 per share on The Toronto
Stock Exchange.
Investing in the common stock involves risks. See "Risk Factors" beginning on
page 4.
_____________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is August 5, 1999.
<PAGE>
IVI CHECKMATE CORP.
IVI Checkmate Corp. is the third largest electronic transaction solutions
provider in North America, based on annual sales. We were incorporated in 1998
under the laws of Delaware and became active on June 25, 1998 as a result of the
combination of International Verifact Inc., a Canadian corporation, and
Checkmate Electronics, Inc., a Georgia corporation. We own all of the capital
stock of these two companies, which are now named IVI Checkmate Ltd. and IVI
Checkmate Inc., respectively, and we operate through these two companies and
their subsidiaries.
Through our subsidiaries, we design, develop and market innovative payment
and value-added solutions that optimize transaction management at the point-of-
service in the retail, financial, hospitality, healthcare and transportation
industries. Our software, hardware and professional services minimize
transaction costs, reduce operational complexity and improve profitability for
our customers in the U.S., Canada and Latin America.
We distribute our products through direct sales and various third party
distribution arrangements. Our customers include banks, payment processors,
retail merchants, petroleum service stations, convenience-store operators,
supermarkets and other mass merchandisers, and government benefits disbursers.
Our principal executive office is located at 1003 Mansell Road, Roswell,
Georgia 30076, and our telephone number at that address is (770) 594-6000.
SELECTED FINANCIAL DATA
The following table presents selected consolidated financial data of IVI
Checkmate for each of the years in the five year period ended December 31, 1998
and for the three months ended March 31, 1999 and 1998. The information for the
years ended December 31, 1998, 1997 and 1996 and as of December 31, 1998 and
1997 is based on our audited consolidated financial statements that are
incorporated by reference in this prospectus. The information as of and for the
three months ended March 31, 1999 and 1998, for the years ended December 31,
1995 and 1994 and as of December 31, 1996, 1995 and 1994 is based on unaudited
consolidated financial statements filed previously with the Securities and
Exchange Commission but not incorporated by reference. The selected financial
data have been restated for all periods to reflect the combination of
International Verifact Inc. and Checkmate Electronics, Inc. and subsequent
mergers with Plourde Computer Services, Inc. and Debitek. You should read the
selected financial data in conjunction with our consolidated financial
statements described above. Any trends that may be derived from the following
table are not necessarily indicative of our future operations.
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Three Months Ended
Year Ended December 31 March 31,
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1998 1997 1996 1995 1994 1999 1998
----------- ---------- ---------- ---------- ---------- -------- ---------
(In thousands of dollars, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Statements of Operations Data:
Net revenues:
By region:
United States $ 79,473 $62,647 $ 55,113 $48,822 $22,282 $10,091 $18,913
Canada 27,649 30,018 22,272 30,864 30,305 5,019 6,076
-------- ------- -------- ------- ------- ------- -------
$107,122 $92,665 $ 77,385 $79,686 $52,587 $15,110 $24,989
-------- ------- -------- ------- ------- ------- -------
By product line:
Electronic funds transfer $ 70,413 $63,488 $ 49,172 $50,046 $32,699 $10,448 $17,060
Check reader 26,157 19,927 23,375 25,829 15,843 2,343 5,486
Professional services 10,552 9,250 4,838 3,811 4,045 2,319 2,443
107,122 92,665 77,385 79,686 52,587 15,110 24,989
-------- ------- -------- ------- ------- ------- -------
Cost of sales 65,818 58,015 47,378 50,568 33,959 9,388 15,392
-------- ------- -------- ------- ------- ------- -------
Gross profit 41,304 34,650 30,007 29,118 18,628 5,722 9,597
-------- ------- -------- ------- ------- ------- -------
Operating expenses:
Selling, general and
administrative 25,118 24,769 20,327 16,216 13,921 6,560 5,843
Research and development 4,963 5,603 4,459 4,264 3,335 1,236 1,457
Depreciation and amortization 4,153 2,823 2,198 2,817 1,828 1,155 1,053
Unusual charges (1) 12,634 - 8,023 - 6,972 - -
-------- ------- -------- ------- ------- ------- -------
46,868 33,195 35,007 23,297 26,056 8,951 8,353
-------- ------- -------- ------- ------- ------- -------
Operating income (loss) (5,564) 1,455 (5,000) 5,821 (7,428) (3,229) 1,244
Other:
Minority interest 53 448 20 - - - 20
Share of equity investee loss (342) - (147) - - (111) (59)
Interest income, net 302 478 512 346 291 60 79
-------- ------- -------- ------- ------- ------- -------
Income (loss) before income taxes (5,551) 2,381 (4,615) 6,167 (7,137) (3,280) 1,284
Income tax benefit (expense) 580 855 (5,684) (2,687) 3,197 984 (240)
-------- ------- -------- ------- ------- ------- -------
Net income (loss) $ (4,971) $ 3,236 $(10,299) $ 3,480 $(3,940) $(2,296) $ 1,044
======== ======= ======== ======= ======= ======= =======
Net income (loss) per
common share $(0.28) $0.19 $(0.69) $0.24 $(0.32) $(0.13) $0.06
======== ======= ======== ======= ======= ======= =======
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<CAPTION>
As of December 31, As of
----------------------------------------------------------
1998 1997 1996 1995 1994 March 31, 1999
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<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets $82,829 $76,584 $69,787 $66,357 $59,079 $79,329
Long-term liabilities 787 2,085 1,124 1,598 609 783
Stockholders' equity 55,017 57,412 53,029 51,130 44,865 54,196
</TABLE>
_______________
(1) Unusual charges consist principally of merger costs in 1998 and writedown
of assets in each of 1998, 1996 and 1994.
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RISK FACTORS
If we cannot keep up with changes in technology, we might be unable to
effectively compete and might lose customers.
The electronic payment industry is constantly changing. These changes
include, among others:
. rapid technological advances;
. evolving industry standards in electronic fund transfer and point-of-sale
products;
. changes in customer requirements; and
. frequent new product introductions and enhancements.
To be successful, we must develop and use leading technologies effectively,
and we must continue to satisfy customer needs on a timely and cost-effective
basis. While we continue to develop new products and technologies, we may not
successfully keep up with the new products and technological advances of others.
Several of our competitors have introduced products and technologies that will
compete with our products and technologies. We cannot guarantee that present or
potential customers will accept our new products and technologies or that they
will not choose to use our competitors' products and technologies. If we are
unable to develop and market new products and product enhancements that achieve
market acceptance on a timely and cost-effective basis, it could materially and
adversely affect our business, financial condition and results of operations.
We rely on a limited number of large customers for a significant percentage of
our revenues so the loss of one or more of these customers could materially and
adversely affect us.
We rely on large banks and retail customers with a large number of point-
of-sale stations for a significant percentage of our revenues. We continue to
diversify our customer base by developing strategic alliances and partnerships
to open more distribution channels and limit our reliance on large customers.
While we continue to transact business with our current customers and attract
new ones, our revenues will decrease significantly if we lose a large customer.
We may also be unsuccessful in attracting new customers. The demand for our
products and services, especially from our large customers, may decline. If
these things occur, it could materially and adversely affect our business,
financial condition and results of operations.
If competition in the electronic payment industry increases, it could limit our
ability to grow.
The electronic payment industry is very competitive and subject to rapid
technological change. We expect competition to increase in the future. To
compete successfully in the future, we must respond promptly and effectively to
changes in technology. We must also respond to our competitors' innovations and
provide low cost products through manufacturing efficiencies and other costs
savings measures. Certain of our competitors have significantly greater
financial, marketing, service, support and technical resources than us. Certain
of these competitors also have greater name recognition than us. Accordingly,
our competitors may be able to respond more quickly than us to new or emerging
technologies or changes in customer requirements. They may
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also be able to devote greater resources to the development, promotion and sale
of products than us. In addition, our profit margins could decline because of
competitive pricing pressures that may have a material adverse effect on our
business, financial condition, and results of operations. Consequently, we may
not compete successfully against current or future competitors, and the
competitive pressures that we face may negatively affect our business, financial
condition and operating results.
We attempt to differentiate ourselves from our competitors by providing
end-to-end solutions. Our competitors include VeriFone, Inc., a division of
Hewlett-Packard Company, Hypercom Corp. and NBS Technologies, Inc. Current and
potential competitors may make acquisitions or establish alliances among
themselves or with others. These acquisitions or alliances could increase the
ability of competitors' products to address the needs of our current or
prospective customers. As a result, it is possible that new competitors or
alliances among current and new competitors may emerge and rapidly gain a
significant share of the electronic payment market. For us, this could result
in price reductions, the loss of current or prospective customers, fewer
customer orders and reduced net income.
Our hardware and software may contain defects and undetected errors that could
affect its performance, causing us to lose customers, spend large amounts to
correct the problems or become subject to product liability claims.
Our hardware and software, including the security features on our point-of-
sale payment systems, may contain undetected defects and errors. Although we
test our hardware and software before releasing it, we may discover defects and
errors in the future. Once detected, we may not be able to correct defects and
errors in a timely manner. The cost to fix defects and errors may be high.
Consequently, any undetected defects and errors in our hardware and software may
result in any of the following:
. delays in the shipment of the products;
. loss of market acceptance of the products;
. additional warranty expense;
. significant product liability claims;
. diversions of engineering and other resources from our other product
development efforts; and
. loss of credibility with our distributors and customers.
Therefore, any undetected defects and errors in our hardware and software could
adversely affect our business, financial condition and results of operations.
Our quarterly operating results are difficult to predict, and unexpected results
could harm our stock price.
Our future success depends on a number of factors, many of which are
unpredictable and beyond our control. Moreover, many of these factors are
likely to cause our operating results, cash flows and liquidity to fluctuate
significantly from quarter to quarter in the future. For example, despite a
generally consistent trend of increases in net revenues, we recorded net income
(loss) of
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approximately ($3,940,000) in 1994, $3,480,000 in 1995, ($10,299,000) in 1996,
$3,236,000 in 1997 and ($4,971,000) in 1998. Similarly, we recorded net income
(loss) of approximately $1,044,000 in the three months ended March 31, 1998
compared to ($2,296,000) in the three months ended March 31, 1999.
Factors which may cause our quarterly operating results, cash flows and
liquidity to fluctuate include, among others:
. defects or bugs in our hardware or software products;
. how quickly we are able to develop new products and services that our
customers require;
. our customers' acceptance of our new and enhanced services;
. whether and how quickly alternative technologies, products and services
introduced by our competitors gain market acceptance;
. the timing of the introduction of new or enhanced products and services
offered by us or our competitors;
. our customers' inventory levels of our products, which may affect the timing
of future orders;
. competitive pricing pressures;
. the number, size and successful integration of acquired companies and
relationships with alliance partners;
. Year 2000 issues not identified or resolved on a timely basis, which may
affect our operations or the operations of our suppliers on whom we rely
upon;
. foreign currency exposures;
. prevailing conditions in the electronic payment marketplace and other general
economic and political factors; and
. the condition of the stock market.
Quarterly revenues and expenses are difficult to predict because the market
for our products and services is rapidly evolving. Our expense levels are
based, in part, on our expectations about future revenues. We typically record
a disproportionate amount of our revenue for each quarter in the final month of
the quarter, while expenses are generally incurred more evenly throughout the
period. If our actual revenue levels do not meet our projections or if our
expenses exceed our projections, operating results would likely be negatively
affected. Due to many factors, we believe that period-to-period comparisons of
our business are not necessarily meaningful. Because our industry changes so
quickly, our operating results in future quarters could be below the
expectations of public market analysts and investors. If we do not meet these
expectations, our stock price could fall significantly.
In addition, from time to time the stock market experiences significant
price and volume fluctuations. Stock market fluctuations have particularly
affected the stock prices of technology companies, such as IVI Checkmate.
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Government and industry regulations may result in increased costs and increased
competition.
Various regulatory factors affect our financial performance and ability to
compete. Governmental regulatory policies affect charges and terms for both
private-line and public network electronic payment services. Accordingly,
changes in governmental regulatory policies may:
. make it more costly to communicate on these networks;
. increase the costs of development; or
. increase the opportunity for additional competition.
If regulatory action of this type occurs, our business, financial condition and
operating results could be negatively affected.
We must also obtain product certification on the applicable customer's
systems in the U.S., Canada and other countries. Any delays in obtaining
necessary certifications with respect to future products may delay the
introduction or result in the cancellation of these products. If we have any
delays in obtaining necessary certifications with respect to future products,
our business, financial condition and operating results could be negatively
affected.
We are subject to regulation by the Federal Communications Commission with
respect to the performance of certain products. Compliance with future
regulations or changes in the interpretation of existing regulations may result
in a need to modify products or systems. In the event that FCC rules are added
or their interpretations are changed, we could be negatively affected.
Because we have only limited protection of our proprietary technology and
intellectual property, others may copy them and harm our ability to compete.
Our operations could be materially and adversely affected if we are not
adequately able to protect our proprietary software, audit techniques and
methodologies, and other proprietary intellectual property rights. We rely on a
combination of patents, copyrights, trademarks, trade secrets, nondisclosure and
other contractual arrangements and technical measures to protect our proprietary
rights. While we currently hold several U.S. and Canadian patents, we mainly
rely on copyright to protect our operating systems and various other software
programs. Nevertheless, we could be negatively affected if our competitors
successfully incorporate this technology into their products.
Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or obtain and use information that
we regard as proprietary. We could be negatively affected if our means of
protecting our proprietary information is inadequate. We may also be unable to
deter misappropriation of our proprietary information, detect unauthorized use
and take appropriate steps to enforce our intellectual property rights.
Furthermore, our competitors also may independently develop technologies that
are substantially equivalent or superior to our technology.
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We may not be successful in avoiding claims that we infringe others' proprietary
rights and could be required to pay judgments or licensing fees.
Although we believe that our services and products do not infringe on the
intellectual property rights of others, we cannot prevent someone else from
asserting a claim against us in the future for violating their technology
rights. In the ordinary course of our business, third parties may claim that
our services infringe on their patent, copyright or trademark rights. We also
may be subject to court actions alleging that we violated a third party's
patent, copyright or trademark rights. Third parties making infringement claims
may have significantly greater resources than we do to pursue litigation, and we
cannot be certain that we would prevail in an infringement action.
Infringement claims, whether with or without merit, could be time
consuming, distract management, result in costly litigation, delay the
introduction of new services and require us to enter into royalty or licensing
agreements. As a result of an infringement claim, we could be required to
discontinue use of a specific technology, tradename or service mark. In these
instances, it could be expensive for us to develop or buy replacement technology
or market a new name. Consequently, whether justified or not, infringement
claims could have a negative effect on our business, financial condition and
operating results.
Any failure of supply chain manufacturers and suppliers to timely provide
necessary components and services could cause production delays and a loss of
customers.
We currently assemble certain products and components at our manufacturing
facility in Roswell, Georgia. However, we depend on other manufacturers and
suppliers for some of our products and certain components used in our products.
The components we obtain from other manufacturers and suppliers are only
available from a limited number of sources. Certain components and products are
currently purchased from single suppliers. While we maintain additional
inventory of certain products and continually evaluate alternative sources of
supply, the failure of any single supplier to meet its commitment on schedule
could adversely affect us. If a sole source supplier goes out of business or
becomes unable to meet its supply commitments to us, our production could be
delayed. Delays of this type could adversely affect our business, financial
condition and results of operations.
The use of outside manufacturers and suppliers also subjects us to the
following additional risks:
. potential quality assurance problems;
. availability of suitable competitive and cost effective manufacturers and
suppliers;
. potential loss of product margin; and
. price fluctuation, particularly for certain static random access memory
products.
We are subject to the risk of product liability claims.
Our products are generally used to manage data critical to large
organizations. As a result, our development, sale and support of products may
entail the risk of product liability claims. Our license agreements with our
customers typically contain provisions designed to limit our exposure
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to potential product liability claims. However, these provisions may not be
effective under the laws of all jurisdictions. The insurance that we maintain
may not be sufficient in scope or amount to cover all personal injury, property
damage and other claims if the limitations on our liability contained in our
license agreements are ineffective. A successful product liability claim brought
against us could therefore materially and adversely affect our business,
financial condition and results of operations. In addition, defending a product
liability suit, regardless of its merits, could require us to incur substantial
expense and require the time and attention of key management personnel. This
could also materially and adversely affect our business, financial condition and
results of operations.
If we are unable to attract and retain key personnel, we may have to employ less
qualified personnel and may experience high turnover costs.
Our future performance depends upon the continued service of a number of
senior management and key technical personnel. The loss or interruption of the
services of one or more key employees could have a material adverse effect on
our business, financial condition and results of operations. Of our key
employees, we currently maintain key-person life insurance only on John J.
Neubert and Gregory A. Lewis. Each of these policies is in the amount of
$1,000,000.
Our future financial results also will depend upon our ability to attract
and retain highly skilled technical, managerial and marketing personnel.
Competition for qualified personnel is significant and intense and is likely to
intensify in the future. We compete for qualified personnel against numerous
companies, including larger, more established companies with significantly
greater financial resources than ours. Significant competition exists for
qualified technical, managerial and marketing personnel. At times we have
experienced and continue to experience difficulty retaining and recruiting
qualified personnel. If we are unable to hire and retain qualified personnel in
the future, it could materially and adversely affect our business, financial
condition and results of operations.
Our stock ownership is concentrated, which will make it difficult for you to
exert control over us or to replace our management.
Based on information as of July 1, 1999, our directors, officers and their
affiliates beneficially own approximately 3,848,114 shares (approximately 20%)
of our common stock, including shares exchangeable for common stock and
exercisable options to purchase common stock. Our directors, officers and their
affiliates also hold options to acquire 208,334 shares of common stock that are
not immediately exercisable. Consequently, our directors, officers and their
affiliates could, as stockholders, control or exercise significant influence
over the election of directors and all other matters requiring stockholder
approval, including a change of control or ownership of us.
Failure to obtain Year 2000 compliance may negatively affect our business.
The Year 2000 issue is the result of potential problems with computer
systems or any equipment with computer chips that store dates as two digits
rather than four (e.g., "99" for 1999). On January 1, 2000, these systems and
equipment may read "00" as the year 1900 instead of the
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year 2000. This problem could result in an interruption in, or failure of,
certain of our normal business activities and operations.
We have analyzed the Year 2000 issue with respect to our hardware and
software products, the hardware and software we use to provide our services and
our computerized information and operating systems. We do not believe that the
costs necessary to resolve the known Year 2000 problems will be material to our
operating results. However, if our projected timetable or cost estimates are
incorrect, our business, financial condition and results of operations could be
negatively affected. We are also discussing the Year 2000 issues with our
significant customers, manufacturers and suppliers. If they are unprepared for
Year 2000 problems, our business activities and operations could be negatively
affected. We are not yet certain to what extent our significant customers,
manufacturers and suppliers are Year 2000 compliant. If their systems are not
timely converted or if their converted systems are not compatible with ours, we
may experience a significant number of operational inconveniences and
inefficiencies for us and our customers that may divert our time and attention
and financial and human resources from our ordinary business activities. Any
Year 2000 problems we encounter may have a materially adverse affect on our
business, financial condition or operating results.
If we are unable to effectively manage our growth, our business could suffer.
Our future operating results will depend heavily on our ability to manage
our business and make appropriate changes in the face of our growth and changing
industry conditions. If we do not respond appropriately to growth and change,
the quality of our services, our ability to retain key personnel and our
business in general could be negatively affected. If we do not correctly predict
our growth, our business, financial condition and operating results could be
negatively affected.
We are subject to risks associated with making acquisitions and may not be able
to grow through acquisitions.
As part of our business strategy, we continually evaluate potential
acquisitions of, and cooperative ventures to acquire, complementary
technologies, products and businesses in the electronic payment market. In its
pursuit of strategic alliances, partnerships and acquisitions, we may be unable
to:
. identify suitable strategic alliances, partnerships and acquisition
candidates;
. compete for strategic alliances, partnerships and acquisitions with other
companies, many of which have substantially greater resources than us;
. obtain sufficient financing on acceptable terms to fund strategic alliances,
partnerships and acquisitions;
. complete strategic alliances, partnerships and acquisitions on terms
favorable to us;
. integrate acquired technologies, products and businesses into its existing
operations; and
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. profitably manage acquired technologies, products and businesses.
Strategic alliances, partnerships and acquisitions may also involve a
number of risks including, among others, that:
. technologies, products or businesses acquired by us may not perform as
expected;
. technologies, products or businesses acquired by us may not achieve levels of
revenues, profitability or productivity comparable to those of our existing
technologies, products and operations;
. strategic alliances, partnerships and acquisitions may divert the attention
of management and our resources;
. we may experience difficulty in assimilating the acquired operations and
personnel; and
. we may experience difficulty in retaining, hiring and training key personnel.
Any or all of these risks could materially and adversely affect our
business, financial condition or results of operations.
We have adopted measures that have anti-takeover effects.
Under our certificate of incorporation, the board of directors may issue
preferred stock, with any rights it may wish to assign, without stockholder
action. We have also adopted a stockholder rights plan under which we have
distributed rights to purchase shares of our Series C junior participating
preferred stock to our stockholders. If certain triggering events occur, the
holders of the rights will be able to purchase shares of common stock at a price
substantially discounted from the then applicable market price of the common
stock.
Exchange rate fluctuations between the U.S. dollar and other currencies in which
we do business may result in currency transaction losses.
A significant portion of our revenues are denominated in Canadian dollars.
Consequently, fluctuations in exchange rates between the U.S. and Canadian
dollar may have a material adverse effect on our business, financial condition
and operating results and could also result in significant exchange losses.
Foreign currency transaction gains and losses are a result of transacting
business in certain foreign locations in currencies other than the functional
currency of the location. We attempt to balance our revenues and expenses in
each currency to minimize net foreign currency risk. To the extent that we are
unable to balance revenues and expenses in a currency, fluctuations in the value
of the currency in which we conduct our business relative to the functional
currency have caused and will continue to cause currency transaction gains and
losses. We cannot accurately predict the impact of future exchange rate
fluctuations on our results of operations. These currency exchange risks could
materially and adversely affect our business, financial condition and operating
results.
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We have not sought to hedge the risks associated with fluctuations in
exchange rates but may undertake transactions of this type in the future. Any
hedging techniques which we implement in the future may not be successful, and
exchange rate losses could be exacerbated by hedging techniques that we use.
A large number of shares of our stock are currently eligible for public sale,
which could cause our stock price to drop.
Sales of a substantial number of shares of our common stock in the public
market, or the prospect of these sales, could adversely affect the market price
of our common stock. These sales or the prospect of these sales could also
impair our ability to raise needed funds in the capital markets at a time and
price favorable to us. As of July 1, 1999, we had approximately 18,114,000
shares of common stock outstanding, including approximately 5,616,000
exchangeable shares of International Verifact Inc. which are exchangeable by the
holders at any time for shares of IVI Checkmate common stock on a one-for-one
basis. Most all of the currently outstanding IVI Checkmate common stock and all
of the IVI Checkmate common stock for which the exchangeable shares are
exchangeable have been registered under the Securities Act of 1933. As of July
1, 1999, approximately 16,659,000 of the approximately 18,114,000 outstanding
shares were eligible for sale in the public market. The remaining unregistered
outstanding shares of IVI Checkmate common stock, as well as the approximately
2,354,541 outstanding shares owned by our directors and executive officers and
their affiliates, will be eligible for sale in the public market at such times
and in such amounts as are permitted under Rule 144 of the SEC.
As of July 1, 1999, we had options outstanding under our stock option plans
for the purchase of a total of approximately 3,363,000 shares of common stock at
a weighted average exercise price of $6.38 per share. We have reserved an
additional 1,274,400 shares of common stock that we may issue upon the exercise
of options that may be granted in the future under these plans. Substantially
all of the shares that are issuable upon the exercise of these options, as well
as the shares that are issuable under our employee stock purchase plan, have
been registered under the Securities Act. All of these shares will be freely
tradable in the public market, except for shares held by our affiliates which
will be eligible for public sale in such amounts are permitted under Rule 144.
Our holding company structure may affect our performance and ability to pay
dividends and other distributions.
We are a holding company, and our principal assets are all of the
outstanding stock of our operating subsidiaries, including IVI Checkmate Ltd.
and IVI Checkmate Inc. All of our operations are conducted through our
subsidiaries. Consequently, our performance and ability to pay dividends and
other distributions depends on, among other things, the earnings and cash flows
of the operations of our subsidiaries, as well as other dividends and
distributions from our subsidiaries.
12
<PAGE>
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus and in some of the documents that
we incorporate by reference in this prospectus are forward-looking statements
about our expectations of what may happen in the future. Statements that are not
historical facts are forward-looking statements. These statements are based on
the beliefs and assumptions of our management and on information currently
available to us. Forward-looking statements can sometimes be identified by our
use of forward-looking words like "anticipate," "believe," "estimate," "expect,"
"intend," "may," "plan" and similar expressions.
Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. Our future results and stockholder
value may differ significantly from those expressed in or implied by the
forward-looking statements contained in this prospectus and in the information
incorporated in this prospectus. See "Where You Can Find More Information" on
page 19. Many of the factors that will determine these results and values are
beyond our ability to control or predict. We caution you that a number of
important factors could cause actual results to be very different from and worse
than our expectations expressed in or implied by any forward-looking statement.
These factors include, but are not limited to, those discussed in "Risk Factors"
beginning on page 4.
Management believes these forward-looking statements are reasonable.
However, you should not place undue reliance on these forward-looking
statements, which are based only on our current expectations. Forward-looking
statements speak only as of the date they are made, and we undertake no
obligation to publicly update any of them in light of new information or future
events.
SELLING STOCKHOLDERS
On December 18, 1998, we acquired Debitek Holdings Limited and issued
916,644 shares of our common stock to the former Debitek stockholders in
exchange for their shares of Debitek stock. As of August 4, 1999, 430,555 of the
916,644 shares that we issued were held in escrow by an escrow agent to satisfy
indemnification claims that we may have against the Debitek stockholders if
there is any breach of certain representations and warranties made by the
Debitek stockholders to us in the share purchase agreement related to our
acquisition of Debitek.
As part of the transaction, we entered into a registration rights agreement
with the former Debitek stockholders. This agreement allows, on up to three
occasions, the holders of at least 100,000 of the IVI Checkmate shares issued in
the Debitek transaction to request to us to register their shares with the SEC.
The registration rights agreement requires us to use our best efforts to cause a
registration statement covering these shares to become effective under the
Securities Act and to remain effective for 75 days or until all of the shares
are sold under the registration statement, whichever occurs first.
On September 29, 1998, we acquired Plourde Computer Services, Inc. and
issued 538,232 shares of our common stock to the former Plourde stockholders in
exchange for their shares of Plourde stock. We have agreed to register 1,852 of
these shares of common stock that we issued to
13
<PAGE>
the Rhind Revocable Trust, of which one of the former Plourde stockholders, C.
Ridley Rhind, and his wife are the trustees.
Our registration of the shares being offered by the selling stockholders
does not guarantee that the selling stockholders will sell all or any of the
shares. However, we expect some or all of the selling stockholders to sell their
shares.
The following table shows, as of June 1, 1999:
. the number of shares of our common stock beneficially owned by each of the
selling stockholders, including shares subject to escrow, before the
offering,
. the number of shares being offered by each of the selling stockholders,
none of which are escrow shares, and
. the number of shares beneficially owned by each of the selling stockholders
if all of the shares being offered under this prospectus are sold.
Each selling stockholder will beneficially own less than one percent of our
outstanding common stock after the offering.
<TABLE>
<CAPTION>
Shares Owned Shares Being Shares Owned
Selling Stockholder Before the Offering Offered After the Offering
------------------- ------------------- ------- ------------------
<S> <C> <C> <C>
Coca-Cola Enterprises Inc./1/ 49,203 28,624 20,579
Johnston Technology 196,251, including 51,003 145,248, including
Investment, Inc./1/ 108,578 subject to escrow 108,578 subject to
escrow
S.K. Johnston, Jr./1/ 8,581, including 4,747 3,834 4,747/2/
subject to escrow
S.K. Johnston, III/1/ 546, including 302 244 302/2/
subject to escrow
Henry A. Schimberg/1/ 1,095, including 606 489 606/2/
subject to escrow
Graig Shipping, PLC 231,658, including 75,857 155,801, including
101,263 subject to escrow 101,263 subject to
escrow
Orestone International 186,767, including 48,539 138,228, including
Holdings Limited/3/ 103,331 subject to escrow 103,331 subject to
escrow
Richard E. Smart/3,4/ 40,622 23,632 16,990
</TABLE>
14
<PAGE>
<TABLE>
<S> <C> <C> <C>
GiroVend Cashless 77,820, including 43,055 34,765 43,055/2/
Systems PLC/4/ subject to escrow
Ronald W. Farmer/5/ 70,222, including 38,851 18,250 51,972, including
subject to escrow 38,851 subject to
escrow
Sharon Mills 8,581, including 4,747 3,834 4,747/2/
subject to escrow
The Navarre Investment 8,581, including 4,747 3,834 4,747/2/
Company subject to escrow
Scott L. Probasco, Jr. 8,581, including 4,747 3,834 4,747
subject to escrow
Stephen E. Ledbetter 6,504, including 3,598 2,906 3,598/2/
subject to escrow
Stanley E. Ledbetter 4,749, including 2,627 2,122 2,627/2/
subject to escrow
Jeanne T. Varnell 2,741, including 1,516 1,225 1,516/2/
subject to escrow
Rhind Revocable Trust/6/ 4,167, including 2,315 1,852 2,315 subject to
C. Ridley Rhind subject to options options
Henry D. Varnell, Jr. 1,369, including 757 612 757/2/
subject to escrow
Thomas T. Wardlaw 1,095, including 606 489 606/2/
subject to escrow
William E. Landis 733, including 405 328 405/2/
subject to escrow
William E. Landis IRA 360, including 199 161 199/2/
subject to escrow
ELEVEN & CO./7/ 546, including 302 244 302/2/
subject to escrow
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Danny Moskovitz 546, including 302 244 302/2/
subject to escrow
Philip H. Sanford 546, including 302 244 302/2/
subject to escrow
Peter Garritt Toohey 231, including 127 104 127/2/
Family Trust #2 subject to escrow
A. Alexander Taylor II 216, including 119 97 119/2/
subject to escrow
A. Alexander Taylor II IRA 43, including 23 subject 20 23/2/
to escrow
A. Alexander Taylor II, 9, including 5 subject to 4 5/2/
Custodian for Nathaniel escrow
H. Taylor
Robert A. Reeves 34, including 18 subject 16 18/2/
to escrow
</TABLE>
- ---------------
/1/ S.K. Johnston, Jr. is Chairman of the Board of Coca-Cola Enterprises Inc.,
Henry A. Schimberg is President and Chief Executive Officer of Coca-Cola
Enterprises., S.K. Johnston, III is Senior Vice President, and President of the
Eastern North America Group, of Coca-Cola Enterprises and the son of S.K.
Johnston, Jr., and Johnston Technology Investment Inc. is an indirect wholly
owned subsidiary of Coca-Cola Enterprises. Two representatives of Johnston
Technology Investment served as directors of Debitek until we acquired Debitek
in December 1998.
/2/ It is anticipated that all of the indicated shares will continue to be
subject to the escrow immediately following the completion of this offering.
/3/ Of the shares shown as owned by Orestone before the offering, 68,202 of the
103,331 shares subject to escrow and 55,067 of the remaining shares are held for
the benefit of Richard E. Smart, director of Orestone. Of the 48,539 shares
being offered for sale by Orestone, 32,036 are shares held by Orestone for the
benefit of Mr. Smart. Mr. Smart owns 40,622 shares directly. Mr. Smart, acting
as a representative of Orestone, served as Chairman of the Board of Debitek
until we acquired Debitek.
/4/ GiroVend Cashless Systems PLC owned 10% of the equity of Debitek before we
acquired Debitek. Richard E. Smart was the Chief Executive Officer of GiroVend
Cashless Systems at the time we acquired Debitek and was Chairman of the Board
of Debitek until we acquired Debitek. Mr. Smart subsequently resigned as the
Chief Executive Officer of GiroVend.
16
<PAGE>
/5/ Mr. Farmer was President and General Manager of Debitek until we acquired
Debitek, and he is currently Vice President of IVI Checkmate and General Manager
of our Debitek subsidiary.
/6/ The Rhind Revocable Trust owns the 1,852 shares being sold. C. Ridley Rhind
and his wife, Julie T. Rhind, are the trustees of the Rhind Revocable Trust.
Mr. Rhind was employed by Plourde until we acquired Plourde in September 1998,
and he was an employee of IVI Checkmate from September 1998 until June 1999.
Mr. Rhind holds vested options for 2,315 shares of our common stock.
/7/ ELEVEN & CO. has sole voting power and shared investment power with regard
to the shares shown.
PLAN OF DISTRIBUTION
We have registered the shares of common stock covered by this prospectus
for offer and sale from time to time by the selling stockholders, including
their donees, pledgees, transferees or other successors-in-interest who sell
shares received from a selling stockholder as a gift, pledge, partnership
distribution or other non-sale related transfer after the date of this
prospectus. The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale.
The selling stockholders may sell the shares being offered by this
prospectus in one or more of the following ways:
. on the Nasdaq National Market or other national securities exchange on
which our common stock is then listed;
. in negotiated transactions;
. through put or call option transactions related to the shares;
. through short sales of the shares; or
. by a combination of these methods of sale.
The selling stockholders may sell the shares at market prices prevailing at
the time of sale, at prices related to the then-prevailing market prices, or at
negotiated prices.
The selling stockholders may sell the shares directly to purchasers or may
sell the shares to or through brokers or dealers by one or more of the
following:
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
. purchases by a broker or dealer as principal and resale by the broker or
dealer for its account under this prospectus;
. a block trade in which the broker or dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
. an exchange distribution in accordance with the rules of the exchange or
automated interdealer quotation system on which our common stock is then
listed; and
. through the writing of options on the shares.
If required by law at the time a particular offer of shares is made, we will
state the terms and conditions of the sale transaction in a supplement to this
prospectus.
17
<PAGE>
Any brokers or dealers acting in connection with offers and sales of the
shares may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders or the purchasers of shares for whom
such brokers or dealers may act as agents or to whom they may sell as principal,
or both. Any compensation as to a particular broker or dealer might be in
excess of customary commissions.
The selling stockholders and any brokers or dealers that act in connection
with the sale of shares might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act. Any commissions received by brokers or
dealers and any profit on the resale of the shares sold by them while acting as
principals might be deemed to be underwriting discounts or commissions under the
Securities Act.
The selling stockholders have advised us that they have not entered into
any agreements, understandings or arrangements with any brokers or dealers
regarding the sale of their shares and that there is no underwriter or
coordinating broker acting in connection with the proposed sale of shares by the
selling stockholders.
The selling stockholders will pay all brokerage commissions and similar
selling expenses, if any, attributable to sales of the shares. We will bear all
expenses in connection with the registration of the shares being offered by the
selling stockholders. We also have agreed to indemnify each selling stockholder
against certain liabilities, including liabilities under the Securities Act.
The selling stockholders may agree to indemnify any broker or dealer that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.
Selling stockholders also may sell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.
LEGAL MATTERS
Alston & Bird LLP, Atlanta, Georgia, has opined as to the validity of the
shares of common stock being offered by the selling stockholders.
EXPERTS
The consolidated financial statements of IVI Checkmate Corp. at December
31, 1998 and 1997 and for each of the three years in the period ended December
31, 1998 incorporated by reference in this prospectus have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report thereon, which,
at December 31, 1997 and as to the years ended December 31, 1997 and 1996, is
based in part on the report of Coopers & Lybrand, independent auditors. The
consolidated financial statements referred to above are included in reliance
upon such reports given upon the authority of such firms as experts in
accounting and auditing.
18
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC. You
can obtain copies of those reports, proxy statements and other information:
. at the Public Reference Room of the SEC, Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549;
. from the Internet site that the SEC maintains at http://www.sec.gov, which
------------------
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC; and
. at the offices of The Nasdaq Stock Market, Inc., Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006.
You may obtain information on the operation of the SEC's Public Reference
Room by calling the SEC at 1-800-SEC-0330.
This prospectus is part of a registration statement that we filed with
the SEC. The registration statement contains more information than this
prospectus regarding us and our common stock, including certain exhibits. You
can get a copy of the registration statement (Registration No. 333-83755) from
the locations listed above.
The SEC allows us to "incorporate by reference" additional information
into this prospectus. This means that we can disclose additional important
information about us to you by referring you to another document that we have
filed separately with the SEC. The information that we incorporate by reference
is considered to be a part of this prospectus, except for any incorporated
information that is superceded by information contained directly in this
prospectus. We incorporate by reference the documents listed below, as well as
any future documents we file with the SEC (File No. 000-29772) under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
termination of the offering of our common stock under this prospectus:
. our annual report on Form 10-K for the fiscal year ended December 31,
1998, including those portions of our proxy statement for the 1999 annual
meeting of stockholders incorporated in the Form 10-K by reference;
. our quarterly report on Form 10-Q for the quarter ended March 31, 1999;
. our current reports on Form 8-K dated March 17, 1999 and April 27, 1999;
and
. the descriptions of our common stock and Series C junior participating
preferred stock purchase rights set forth in our registration statements
filed under Section 12 of the Securities Exchange Act, and any
amendment or report filed for the purpose of updating these descriptions.
Upon request, we will provide you, at no cost, a copy of any or all of
the documents that we incorporate by reference in this prospectus. Written or
oral requests should be directed to:
19
<PAGE>
Corporate Secretary
IVI Checkmate Corp.
1003 Mansell Road
Roswell, Georgia 30076
(770) 594-6000
You should rely only on the information contained or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. You should not assume
that the information contained in this prospectus or any supplement is accurate
as of any date other than the date on the cover page of those documents.
20
<PAGE>
===============================================================================
307,407 Shares
IVI CHECKMATE CORP.
Table of Contents Common Stock
Page
IVI Checkmate Corp.......... 2 ----------
Selected Financial Data..... 2 PROSPECTUS
Risk Factors................ 4 ----------
A Warning About Forward-
Looking Statements......... 13
Selling Stockholders........ 13
Plan of Distribution........ 17
Legal Matters............... 18
Experts..................... 18
Where You Can Find More
Information................ 19
[LOGO]
August 5, 1999
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in connection with the
issuance and distribution of the common stock being registered, other than
underwriting discounts and commissions. All amounts except the SEC registration
fee and the Nasdaq and Toronto Stock Exchange listing fees are estimates. The
registrant is paying all of the expenses in connection with the issuance and
sale of the shares, except that the selling stockholders will pay all
underwriting discounts and sales commissions and any transfer taxes.
SEC registration fee................................... $ 299
Legal fees and expenses................................ 12,500
Accounting fees and expenses........................... 10,000
Printing expenses...................................... 5,000
Miscellaneous.......................................... 7,201
--------------
Total............................................. $35,000
--------------
ITEM 15. Indemnification of Directors and Officers.
The registrant's bylaws provide for indemnification of directors and
officers of the registrant 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 or she 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 or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
In addition, pursuant to the General Corporation Law of the State of
Delaware, the certificate of incorporation of the registrant also eliminates the
monetary liability of directors to the fullest extent permitted by Delaware law.
II-1
<PAGE>
The registration rights agreement between the registrant and the selling
stockholders provides that each selling stockholder will indemnify the
registrant and each of its directors, officers and other controlling persons
against losses, claims, damages and liabilities to which they become subject as
a result of any alleged untrue statement of, or alleged omission to state, a
material fact in the prospectus or this registration statement, but only to the
extent that such alleged untrue statement or omission was made in reliance upon
written information furnished by such selling stockholder for use in connection
with the registration of the shares.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 16. Exhibits.
The following exhibits either (1) are filed herewith or (2) have previously
been filed with the SEC and are incorporated herein by reference to such prior
filings. Previously filed registration statements and reports which are
incorporated herein by reference are identified in the column captioned "SEC
Document Reference." The registrant will furnish any exhibit upon request to
John J. Neubert, Executive Vice President-Finance and Administration of the
registrant, 1003 Mansell Road, Roswell, Georgia 30076. There is a charge of $.50
per page to cover expenses of copying and mailing.
<TABLE>
<CAPTION>
Exhibit
No. Description SEC Document Reference
--- ----------- ----------------------
<S> <C> <C>
3.1 Certificate of Incorporation, as Exhibit 3.1 to the registrant's Registration
amended Statement on Form S-4 (No. 333-83743)
3.2 Bylaws Exhibit 3.2 to the registrant's Registration
Statement on Form S-4 (No. 333-53629)
4.1 Specimen common stock certificate Exhibit 4.1 to the registrant's Registration
Statement on Form S-4 (No. 333-53629)
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
4.2 Stockholder Protection Rights Exhibit 4.2 to the registrant's Registration
Agreement, dated as of September 16, Statement on Form S-4 (No. 333-83743)
1998, between IVI Checkmate Corp. and
First Union National Bank, as Rights
Agent (which includes as Exhibit A
thereto the Form of Rights 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.), as amended on
April 6, 1999
5 Opinion of Alston & Bird LLP as to the Previously filed
validity of the securities being
registered, including consent
10 Registration Rights Agreement dated Previously filed
December 18, 1998, by and among IVI
Checkmate Corp. and the shareholders
of Debitek Holdings Limited
23.1 Consent of Alston & Bird LLP Included in Exhibit 5
23.2 Consent of Ernst & Young LLP Previously filed
23.3 Consent of Coopers & Lybrand Previously filed
24 Power of Attorney Included on signature page
</TABLE>
ITEM 17. 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-3
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end 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 a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the 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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amended
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Roswell, State of Georgia, on August 5, 1999.
IVI CHECKMATE CORP.
By: /s/ L. Barry Thomson
---------------------------
L. Barry Thomson, President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John J. Neubert, L. Barry Thomson and Victor
Young, and each of them, with the power to act without the other, as his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, and in any and all
capacities, (i) to sign any and all amendments (including post-effective
amendments) to this Registration Statement, (ii) to sign any registration
statement to be filed pursuant to Rule 462(b) under the Securities Act of 1933
for the purpose of registering additional shares of Common Stock for the same
offering covered by this Registration Statement, and (iii) to file any of the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this amended
registration statement has been signed by the following persons in the
capacities indicated on this 5th day of August, 1999.
Signature Title
--------- -----
/s/ L. Barry Thomson President, Chief Executive Officer and
- ---------------------------- Director
L. Barry Thomson
/s/ J. Stanford Spence* Chairman of the Board
- ----------------------------
J. Stanford Spence
/s/ George Whitton* Vice Chairman of the Board
- ----------------------------
George Whitton
II-5
<PAGE>
/s/ Gerard Compain* Director
- ----------------------------
Gerard Compain
/s/ Gregory A. Lewis* Director
- ----------------------------
Gregory A. Lewis
/s/ Paul W. Noblett* Director
- ----------------------------
Paul W. Noblett
/s/ Bertil D. Nordin* Director
- ----------------------------
Bertil D. Nordin
/s/ Gareth Owen* Director
- ----------------------------
Gareth Owen
/s/ Peter E. Roode* Director
- ----------------------------
Peter E. Roode
/s/ John J. Neubert Executive Vice President-Finance and
- ---------------------------- Administration, Chief Financial
John J. Neubert Officer, Treasurer and Secretary
*By: /s/ John J. Neubert
-----------------------
John J. Neubert,
Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
No. Description SEC Document Reference No.
--- ----------- ---------------------- ---
<S> <C> <C> <C>
3.1 Certificate of Incorporation, as Exhibit 3.1 to the registrant's
amended Registration Statement on Form S-4
(No. 333-83743)
3.2 Bylaws Exhibit 3.2 to the registrant's
Registration Statement on Form S-4
(No. 333-53629)
4.1 Specimen common stock certificate Exhibit 4.1 to the registrant's
Registration Statement on Form S-4
(No. 333-53629)
4.2 Stockholder Protection Rights Exhibit 4.2 to the registrant's
Agreement, dated as of September Registration Statement on Form S-4
16, 1998, between IVI Checkmate (No. 333-83743)
Corp. and First Union National
Bank, as Rights Agent (which
includes as Exhibit A thereto
the Form of Rights 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.), as amended on April 6,
1999
5 Opinion of Alston & Bird LLP as Previously filed
to the validity of the
securities being registered,
including consent
10 Registration Rights Agreement Previously filed
dated December 18, 1998, by and
among IVI Checkmate Corp. and
the shareholders of Debitek
Holdings Limited
</TABLE>
II-7
<PAGE>
<TABLE>
<S> <C> <C> <C>
23.1 Consent of Alston & Bird LLP Included in Exhibit 5
23.2 Consent of Ernst & Young LLP Previously filed
23.3 Consent of Coopers & Lybrand Previously filed
24 Power of Attorney Included on Signature Page
</TABLE>
II-8
