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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 16, 1999
IVI Checkmate Corp.
(Exact name of registrant as specified in its charter)
Delaware 000-29772 58-2375201
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1003 Mansell Road
Roswell, Georgia 30076
(Address of Principal Executive Offices)
770-594-6000
(Registrant's telephone number, including area code)
Page 1 of 4
Index to Exhibits on Page 3
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Item 5. Other Events.
(a) In a press release dated March 16, 1999, the Company reported that it
anticipates that its financial results for the first quarter of 1999
will be significantly lower than expected. A copy of the press release
is attached as Exhibit 99 hereto.
(b) In January 1999, L. Barry Thomson, who is President, Chief Executive
Officer and a director of the Company, exercised options to purchase
99,900 shares of the Company's Common Stock; George Whitton, who is the
Company's Vice Chairman of the Board, exercised options to purchase
25,000 shares of the Company's Common Stock; and Gerard Compain, who is
a director of the Company and managing director of Ingenico, S.A., which
owns approximately 9% of the Company's Common Stock, exercised options
to purchase 20,000 shares of the Company's Common Stock. All of these
options were granted under the provisions of the International Verifact
Inc. 1997 Stock Option Plan and were scheduled to expire on January 13,
1999. The exercise price of all of the options was Cdn $6.65 per share.
The individuals then sold all of the shares issued to them upon exercise
of the options at a price of Cdn $8.35 per share, realizing a profit of
only Cdn $1.70 per share. Additionally, in December 1998, Peter E.
Roode, a director of the Company, exercised options to purchase 20,000
shares of Common Stock at a price of Cdn $6.65 per share and sold the
resulting shares at a price of Cdn $8.51 per share, realizing a profit
of only Cdn $1.86 per share. All of these options also were granted
under the provisions of the International Verifact Inc. 1997 Stock
Option Plan and were scheduled to expire on January 13, 1999.
(c) The Company's 1999 Annual Meeting of Stockholders will be held on May
20, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Exhibits
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Exhibit No. Description
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99 Press Release dated March 16, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IVI CHECKMATE CORP.
(Registrant)
Date: March 17, 1999 By /s/ John J. Neubert
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John J. Neubert
Executive Vice President-Finance
and Administration, Chief Financial
Officer, Treasurer and Secretary
2
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INDEX TO EXHIBITS
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Exhibit Description Page No.
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99 Press Release dated March 16, 1999 4
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EXHIBIT 99
[LETTERHEAD OF IVI CHECKMATE APPEARS HERE]
NEWS RELEASE
FOR IMMEDIATE RELEASE
March 16, 1999
IVI CHECKMATE ANTICIPATES FIRST QUARTER RESULTS
TO BE SIGNIFICANTLY BELOW EXPECTATIONS
[Atlanta, Georgia/Toronto, Canada]--IVI Checkmate Corp. (Nasdaq: CMIV); (TSE:
IVC/IVI) announced today that its revenues and earnings for the first quarter
ending March 31, 1999 will be significantly below expectation. Based on current
information, IVI Checkmate expects to report a loss in the range of $0.09 to
$0.13 per share on revenues in the range of $13 million to $16 million. The
Company plans to report its actual financial results for the first quarter of
1999 on April 25.
Barry Thomson, President and CEO of IVI Checkmate Corp., said, "The decline in
revenues is primarily attributable to delays in shipments of our en-Touch 1000
terminal, while technological improvements are made. To a lesser extent,
revenues are also anticipated to decline due to slower than expected deployment
of existing inventory, primarily in check readers, by resellers throughout North
America."
After discovering and evaluating intermittent and inconsistent wear patterns
regarding the protective coating on the glass of installed en-Touch 1000
terminals, IVI Checkmate and its customers jointly decided to adopt, and
immediately integrate, technological improvements that would produce a more
robust product and reduce the overall cost of ownership during the life of the
product. The Company believes that the increased costs associated with these
technological improvements would be offset by product price increases and future
cost savings through a more efficient engineering and manufacturing process.
Greg Lewis, President and CEO of IVI Checkmate's U.S. Operations, said, "We have
completed the design enhancements, the engineering development work and the
in-house testing of a new and improved en-Touch 1000 terminal. These modified
terminals have already been installed in the field for further testing, and are
performing well. We are pleased with the initial results of the field and
believe that we are making progress towards customer acceptance and full
rollout. We expect to shortly increase the number of test sites to begin
additional acceptance testing by various other customers."
Furthermore, while the Company has historically observed an increase in demand
from resellers during the second and third quarters, it cannot make any
assurances at this time that normal deployment by our resellers will resume, and
that field testing of the en-Touch 1000 will be completed in time to achieve the
Company's product shipment goals for the second quarter of 1999.
IVI Checkmate is the third largest electronic transaction solutions provider in
North America. The Company designs, develops and markets innovative payment and
value-added solutions that optimize transaction management at the
point-of-service in the retail, financial, hospitality, healthcare and
transportation industries. IVI Checkmate's software, hardware and professional
services minimize transaction costs, reduce operational complexity and improve
profitability for its customers in the U.S., Canada and Latin America.
This press release contains forward-looking statements subject to the safe
harbor created by the Private Securities Litigation Reform Act of 1995.
Management cautions that these statements represent projections and estimates of
future performance and involve certain risks and uncertainties. The Company's
actual results could differ materially from those anticipated in these forward-
looking statements as a result of certain factors including, without limitation,
rapid and significant technological developments that could delay the
introduction of improvements in existing products or of new products; the
Company's dependence on its limited suppliers and manufacturers of component
parts of its products; the Company's dependence on its proprietary technologies
(which may be independently developed by competitors); the Company's dependence
on a small number of large retail customers; the potential fluctuation in
financial results as a result of the Company's inability to make sales to large
customers as well as the volume and timing of bookings received during a quarter
and variations in sales mix; competition from existing companies as well as new
market entrants; the Company's dependence on key personnel; and other factors
that are contained in documents that the Company files with the U.S. Securities
and Exchange Commission.
CONTACT: L. Barry Thomson John J. Neubert
President and CEO Executive Vice President/CFO
IVI Checkmate Corp. IVI Checkmate Corp.
416-245-6700 770-594-6000
