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As filed with the Securities and Exchange Commission on July 26, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
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)
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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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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
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Common Stock, par value
$.01 per share 307,407 shares $3.50 $1,075,924.50 $299.11
===================================================================================================================================
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(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.
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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.
Subject to Completion, Dated July 26, 1999
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 July 21, 1999 were $3.625
per share on the Nasdaq National Market and Cdn. $5.60 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 ___________, 1999.
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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)
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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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As of December 31, As of
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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
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(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 July 23, 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. 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
G. Toohey 231, including 127 104 127/2/
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.
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-_______) 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 to 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]
___________, 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-______ filed
concurrently herewith)
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-______ filed
1998, between IVI Checkmate Corp. and concurrently herewith)
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 Filed herewith
validity of the securities being
registered, including consent
10 Registration Rights Agreement dated Filed herewith
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 Filed herewith
23.3 Consent of Coopers & Lybrand Filed herewith
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Roswell, State of Georgia, on July 23, 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
registration statement has been signed by the following persons in the
capacities indicated on this 23rd day of July, 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
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-______ filed concurrently
herewith)
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-______ filed concurrently
Corp. and First Union National herewith)
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 Filed herewith 31
to the validity of the
securities being registered,
including consent
10 Registration Rights Agreement Filed herewith 33
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 Filed herewith 61
23.3 Consent of Coopers & Lybrand Filed herewith 62
24 Power of Attorney Included on Signature Page
</TABLE>
II-8
<PAGE>
EXHIBIT 5
[ALSTON & BIRD LLP LETTERHEAD]
July 23, 1999
IVI Checkmate Corp.
1003 Mansell Road
Roswell, Georgia 30076
Re: Registration Statement on Form S-3
Resale of stock on behalf of former Debitek stockholders
Ladies and Gentlemen:
We have acted as counsel to IVI Checkmate Corp., a Delaware corporation
(the "Company"), in connection with the above-referenced Registration Statement
(the "Registration Statement") being filed by the Company with the Securities
and Exchange Commission (the "Commission") to register under the Securities Act
of 1933, as amended (the "Securities Act"), 307,407 shares of the Company's
Common Stock, par value $.01 per share (the "Shares "). The Shares are being
registered for the account of certain selling stockholders described in the
Registration Statement (the "Selling Stockholders"). This opinion letter is
rendered pursuant to Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K.
We have examined the Certificate of Incorporation of the Company, as
amended, the By-Laws of the Company, records of proceedings of the incorporator
and the Board of Directors of the Company deemed by us to be relevant to this
opinion letter, and the Registration Statement. We also have made such further
legal and factual examinations and investigations as we deemed necessary for
purposes of expressing the opinion set forth herein.
As to certain factual matters relevant to this opinion letter, we have
relied upon certificates and statements of officers of the
1
<PAGE>
IVI Checkmate Corp.
Page 2
July 23, 1999
Company and certificates of public officials. Except to the extent
expressly set forth herein, we have made no independent investigations with
regard thereto, and, accordingly, we do not express any opinion as to matters
that might have been disclosed by independent verification.
This opinion letter is provided to the Company and the Commission for their
use solely in connection with the transactions contemplated by the Registration
Statement and may not be used, circulated, quoted or otherwise relied upon by
any other person or for any other purpose without our express written consent.
The only opinion rendered by us consists of those matters set forth in the sixth
paragraph hereof, and no opinion may be implied or inferred beyond those
expressly stated.
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.
Based on the foregoing, it is our opinion that the Shares are validly
issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement 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 Securities Act or the rules and regulations
of the Commission thereunder.
ALSTON & BIRD LLP
By: /s/ M. Hill Jeffries
-------------------------------
M. Hill Jeffries, Partner
2
<PAGE>
Exhibit 10
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and entered
into as of the 18th day of December, 1998, by and among IVI Checkmate Corp., a
Delaware corporation (the "Company"), and the undersigned shareholders (the
"Shareholders") of Debitek Holdings Limited, a company under the laws of England
and Wales ("Debitek").
RECITALS
Whereas, the Company is issuing to the Shareholders an aggregate of up to
916,666 shares of the Company's $.01 per share par value common stock (the
"Common Stock"), pursuant and subject to that certain Share Purchase Agreement
dated as of November 2, 1998 (the "Share Purchase Agreement"), between the
Company, Debitek and the Shareholders; and
Whereas, the Company and the Shareholders agreed in the Share Purchase
Agreement to enter into this Agreement;
Now, Therefore, in consideration of the mutual promises, representations,
warranties and conditions set forth in this Agreement, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Definitions and References.
For purposes of this Agreement, in addition to the definitions set forth
above and elsewhere herein, the following terms shall have the following
respective meanings:
"Affiliate" of a Holder shall mean a person who controls, is controlled by
or is under common control with such Holder, or the spouse or children (or
a trust exclusively for the benefit of a spouse and/or children) of such
Holder, or, in the case of a Holder which is a partnership, its partners.
"Commission" shall mean the U.S. Securities and Exchange Commission and any
successor agency.
"Escrowed Shares" shall mean any of the shares issued pursuant to the Share
Purchase Agreement which were placed in escrow and remain in escrow
pursuant to the terms of the General Escrow Agreement, the Nick Rowe
Specific Escrow Agreement or the German Tax Specific Escrow Agreement (as
those terms are defined in the Share Purchase Agreement).
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
<PAGE>
"Holder" shall mean each Shareholder or any transferee or assignee thereof
to whom the rights under this Agreement are transferred in accordance with
the provisions of Section 13 hereof.
"Other Stockholders" shall mean Persons who, by virtue of an agreement
with the Company, are entitled to include their Securities in any
registration effected under this Agreement;
"Person" shall mean an individual, partnership, joint stock company,
corporation, trust or unincorporated organization, and a government or
agency or political subdivision thereof.
"Register," "registered" and "registration" shall refer to a registration
effected by preparing and filing a registration statement or similar
document in compliance with the Securities Act and the declaration or
ordering of effectiveness of such registration statement or document.
"Registrable Stock" shall mean the Shares and any securities of the Company
issued as a dividend or other distribution with respect to, or in exchange
for or in replacement of, the Shares. For purposes of this Agreement, any
Registrable Stock shall cease to be Registrable Stock when (x) a
registration statement covering such Registrable Stock has been declared
effective and such Registrable Stock has been disposed of pursuant to such
effective registration statement, (y) such Registrable Stock is sold by a
person in a transaction in which the rights under the provisions of this
Agreement are not assigned or (z) such Registrable Stock may be sold
pursuant to Rule 144 (or any similar provision then in force, but not Rule
144A) under the Securities Act without registration under the Securities
Act.
"Security" or "Securities" shall have the meaning set forth in Section 2(1)
of the Securities Act;
"Securities Act" shall mean the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Shares" shall mean any of the up to 916,666 shares of Common Stock issued
pursuant to the Share Purchase Agreement which are not Escrowed Shares.
2. Restrictive Legend.
Each certificate representing Shares or Escrowed Shares shall, except as
otherwise provided in this Section 2 or in Section 3, be stamped or otherwise
imprinted with a legend substantially in the following form:
-2-
<PAGE>
"This security has not been registered under the Securities Act of 1933 and
may not be transferred or otherwise disposed of unless it has been
registered under that Act or an exemption from registration is available."
A certificate shall not bear such legend if in the opinion of counsel
satisfactory to the Company (it being agreed that Alston & Bird LLP shall be
satisfactory) the securities being sold thereby may be publicly sold without
registration under the Securities Act.
3. Notice of Proposed Transfer.
Prior to any proposed transfer of any Shares (other than under the
circumstances described in Section 4 or Section 5), the holder thereof shall
give written notice to the Company of its intention to effect such transfer.
Each such notice shall describe the manner of the proposed transfer and, if
requested by the Company, shall be accompanied by an opinion of counsel
satisfactory to the Company (it being agreed that Alston & Bird LLP shall be
satisfactory) to the effect that the proposed transfer may be effected without
registration under the Securities Act, whereupon the holder of such stock shall
be entitled to transfer such stock in accordance with the terms of its notice;
provided, however, that no such opinion of counsel shall be required for a
transfer to one or more partners of the transferee (in the case of a transferee
that is a partnership) or to an Affiliated corporation (in the case of a
transferee that is a corporation). Each certificate for Shares transferred as
above provided shall bear the legend set forth in Section 2, except that such
certificate shall not bear such legend if (i) such transfer is in accordance
with the provisions of Rule 144 or Rule 144A of the Securities Act (or any other
rule permitting public sale without registration under the Securities Act) or
(ii) the opinion of counsel referred to above is to the further effect that the
transferee and any subsequent transferee (other than an Affiliate of the
Company) would be entitled to transfer such securities in a public sale without
registration under the Securities Act. The restrictions provided for in this
Section 3 shall not apply to securities which are not required to bear the
legend prescribed by Section 2 in accordance with the provisions of that
Section.
4. Request for Registration.
(a) Holders of at least 100,000 shares of the Registrable Stock issued
(the "Initiating Holders") may request in a written notice that the Company file
a registration statement under the Securities Act (or a similar document
pursuant to any other statute then in effect corresponding to the Securities
Act) covering the registration of any or all Registrable Stock held by such
Initiating Holders in the manner specified in such notice, provided that there
must be included in such registration at least 100,000 shares of the Registrable
Stock issued pursuant to the Purchase Agreement. Following receipt of any
notice under this Section 4, the Company shall (i) within ten (10) days notify
all other Holders of such request in writing and (ii) use its best efforts to
cause to be registered under the Securities Act all Registrable Stock that the
Initiating Holders and such other Holders have, within ten (10) days after the
Company has given such notice, requested be registered in accordance with the
manner of disposition specified in such notice by the Initiating Holders.
-3-
<PAGE>
(b) The offering made pursuant to such demand shall not be underwritten.
(c) Notwithstanding any provision of this Agreement to the contrary,
(i) the Company shall not be required to effect a registration
pursuant to this Section 4 during the period beginning on the date of this
Agreement until the date the Company has published the financial results
covering at least thirty (30) days of combined operations of the Company
and Debitek after the closing of the Purchase Agreement (the "Pooling
Restriction Period") provided, that the Company shall actively employ in
good faith all reasonable efforts to cause such registration statement to
become effective as soon as possible after the end of the Pooling
Restriction Period;
(ii) the Company shall not be required to effect a registration
pursuant to this Section 4 during the period starting with the date of
filing by the Company of, and ending on a date one hundred twenty (120)
days following the effective date of, a registration statement pertaining
to a public offering of securities for the account of the Company;
provided, that the Company shall actively employ in good faith all
reasonable efforts to cause such registration statement to become effective
as soon as possible;
(iii) if the Company shall furnish to such Holders a certificate
signed by the chairman of the Company stating that, in the good faith
opinion of the board of directors of the Company, such registration would
interfere with any material transaction then being pursued by the Company,
then the Company's obligation to use its best efforts to file a
registration statement shall be deferred until, in the good faith opinion
of the board of directors of the Company, such registration would not
interfere with any material transaction then being pursued by the Company,
but in any event not longer than 120 days;
(iv) the Company shall not be required to register more than 305,555
Shares in any registration pursuant to this Section 4 and the number of
shares that may be included in the registration by each of the Holders
shall be reduced, on a pro rata basis (based on the number of shares
requested to be included in such registration) by such minimum number of
shares as is necessary to comply with this limitation, and
(v) if a registration pursuant to this Section 4 has been effected,
the Company shall not be required to effect another registration statement
pursuant to this Section 4 until 15 days after the most recent such
registration statement is no longer affective.
(d) The Company shall not be obligated to effect and pay for more than
three (3) registrations pursuant to this Section 4; provided, that a
registration requested pursuant to this Section 4 shall not be deemed to have
been effected for purposes of this Section 4(d) unless (i) it has been declared
effective by the Commission, (ii) it has
-4-
<PAGE>
remained effective for the period set forth in Section 6(a), (iii) Holders of
Registrable Stock included in such registration have not withdrawn sufficient
shares from such registration such that the remaining holders requesting
registration would not have been able to request registration under the
provisions of Section 4 and (iv) the offering of Registrable Stock pursuant to
such registration is not subject to any stop order, injunction or other order or
requirement of the Commission (other than any such stop order, injunction, or
other requirement of the Commission prompted by any act or omission of Holders
of Registrable Stock).
5. Company Registration.
(a) If the Company shall determine to register any of its equity
securities either for its own account or for the account of Other Stockholders,
other than a registration relating solely to benefit plans, a registration
relating to convertible securities of the Company (including any underlying
equity securities), a registration relating to any securities sold pursuant to a
Rule 144A transaction, a registration relating to a transaction described in
Rule 145(a) under the Securities Act, or a registration on any registration form
which does not permit secondary sales or does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of Registrable Securities, the Company will:
(i) promptly give to each of the Holders a written notice thereof
(which shall include a list of the jurisdictions in which the Company
intends to attempt to qualify such securities under the applicable blue sky
or other state securities laws); and
(ii) include in such registration (and any related qualification
under blue sky laws or other compliance), and in any underwriting involved
therein, up to all the Registrable Securities specified in a written
request or requests, made by any Holder within ten (10) business days after
the giving of the written notice from the Company described in clause (i)
above, except as set forth in Section 5(c) below. Such written request
shall specify the amount of Registrable Securities intended to be disposed
of by a Holder and may specify all or a part of the Holders' Registrable
Securities.
Notwithstanding the foregoing, if, at any time after giving such written
notice of its intention to effect such registration and prior to the effective
date of the registration statement filed in connection with such registration,
the Company shall determine for any reason not to register such equity
securities the Company may, at its election, give written notice of such
determination to the Holders and thereupon the Company shall be relieved of its
obligation to register such Registrable Securities in connection with the
registration of such equity securities (but not from its obligation to pay
expenses incurred in connection with registration as provided in Section 8 of
this Agreement).
-5-
<PAGE>
(b) Underwriting.
If the registration of which the Company gives notice is for a registered
public offering involving an underwriting, the Company shall so advise each of
the Holders as a part of the written notice given pursuant to Section 5(a)(i).
In such event, the right of each of the Holders to registration pursuant to this
Section 5 shall be conditioned upon such Holders' participation in such
underwriting and the inclusion of such Holders' Registrable Securities in the
underwriting to the extent provided herein. The Holders whose shares are to be
included in such registration shall (together with the Company and the Other
Stockholders distributing their securities through such underwriting) enter into
an underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for the underwriting (the "Representative")
by the Company or such Other Stockholders, as the case may be. Such
underwriting agreement will contain such representations and warranties by the
Company and such other terms and provisions as are customarily contained in
underwriting agreements with respect to secondary distributions, including, the
provision of opinions of counsel and accountants' letters to the effect and to
the extent provided in Section 6, and the representations and warranties by, and
the other agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of the Holders whose
shares are to be included in such registration. If any of the Holders or any
officer, director or Other Stockholder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written notice to the
Company and the underwriter. Any Registrable Securities or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration.
(c) Priority In Company Registrations.
If a registration pursuant to this Section 5 involves an underwritten
public offering and the Representative advises the Company that, in its view,
either (x) the size of the offering that the Company, the Holders and any other
equity securityholders intend to make or (y) the combination of securities that
the Company, the Holders and such other securityholders intend to include in
such offering are such that the success of the offering would be materially and
adversely affected, then (A) if the size of the offering is the basis of such
Representative's advice, the Company shall so advise all holders of securities
requesting registration, and the amount of securities that are entitled to be
included in the registration and underwriting shall be allocated in the
following manner:
(aa) first, all the Securities to be sold for the Company's account or
for other holders of securities who by contractual right demanded such
registration ("Other Demanding Holders"), with such priorities among them as the
Company may determine; and
(bb) second, the number of shares that, pursuant to a contractual right,
may be included in the registration and underwriting by each of the Holders and
each other securityholder (other than Other Demanding Holders) shall be reduced,
on a pro rata basis
-6-
<PAGE>
(based on the number of shares requested to be included in such registration),
by such minimum number of shares as is necessary to comply with such limitation;
and
(B) if the combination of securities to be offered is the basis of such
Representative's advice, (x) the Registrable Securities to be included in such
offering shall be reduced as described in clause (A) above and (y) if the
actions described in sub-clause (x) of this clause (B) would, in the judgment of
the Representative, be insufficient to eliminate the adverse effect that
inclusion of the Registrable Securities requested to be included or other
Company securities proposed to be included would have on such offering, then the
Company may decrease the number of Registrable Securities so requested, and the
securities of shareholders of the Company other than the Holders, to be included
in such registration (to the extent possible, pro rata on the basis of the
percentage of Registrable Securities requested to be so registered by the
Holders and any securities to be included by shareholders of the Company other
than the Holders) to the extent necessary to produce the combination recommended
by the Representative.
6. Obligations of the Company.
Whenever required under this Agreement to use its best efforts to effect
the registration of any Registrable Stock, the Company shall, as expeditiously
as possible:
(a) prepare and file with the Commission a registration statement with
respect to such Registrable Stock and use its best efforts to cause such
registration statement to become and remain effective for seventy-five (75)
days;
(b) prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration effective and to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Stock covered by such registration statement;
(c) furnish to the Holders such numbers of copies of the registration
statement and the prospectus included therein (including each preliminary
prospectus and any amendments or supplements thereto, in conformity with the
requirements of the Securities Act and such other documents and information as
they may reasonably request;
(d) use its best efforts to register or qualify the Registrable Stock
covered by such registration statement under such other securities or blue sky
laws of such jurisdiction within the United States as shall be reasonably
appropriate for the distribution of the Registrable Stock covered by the
registration statement; provided, however, that the Company shall not be
-------- -------
required in connection therewith or as a condition thereto to qualify to do
business in or to file a general consent to service of process in any
jurisdiction wherein it would not but for the requirements of this paragraph (d)
be obligated to do so; and provided, further, that the Company shall not be
--------
required to qualify such Registrable Stock in any jurisdiction in which the
securities regulatory authority requires that any Holder submit any shares of
its Registrable Stock to the terms, provisions and restrictions
-7-
<PAGE>
of any escrow, lockup or similar agreement for consent to sell Registrable Stock
in such jurisdiction unless such Holder agrees to do so;
(e) promptly notify each Holder for whom such Registrable Stock is covered
by such registration statement, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances under
which they were made, and at the request of any such Holder promptly prepare and
furnish to such Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made;
(f) furnish, at the request of any Holder requesting registration of
Registrable Stock pursuant to this Agreement, on the date that the registration
statement with respect to such shares of Registrable Stock becomes effective,
(2) letters dated such date from the independent certified public accountants of
the Company, addressed to the Holders making such request and, if such
accountants refuse to deliver such letters to such Holders, then to the Company
(i) stating that they are independent certified public accountants within the
meaning of the Securities Act and that, in the opinion of such accountants, the
financial statements and other financial data of the Company included in the
registration statement or the prospectus, or any amendment or supplement
thereto, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act and (ii) covering such other
financial matters (including information as to the period ending not more than
five (5) business days prior to the date of such letters) with respect to the
registration in respect of which such letter is being given as such Holders
holding a majority of the Registrable Stock included in such registration, as
the case may be, may reasonably request and as would be customary in such a
transaction;
(g) enter into customary agreements and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of the
Registrable Stock to be so included in the registration statement;
(h) otherwise use its best efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, but not later than eighteen (18) months after
the effective date of the registration statement, an earnings statement covering
the period of at least twelve (12) months beginning with the first full month
after the effective date of such registration statement, which earnings
statements shall satisfy the provisions of Section 11(a) of the Securities Act;
and
-8-
<PAGE>
(i) use its best efforts to list the Registrable Stock covered by such
registration statement with all securities exchanges on which the Common Stock
of the Company is then listed.
7. Furnish Information.
It shall be a condition precedent to the obligations of the Company to take
any action pursuant to this Agreement that the Holders shall furnish to the
Company such information regarding themselves, the Registrable Stock held by
them, and the intended method of disposition of such securities as the Company
shall reasonably request and as shall be required in connection with the action
to be taken by the Company.
8. Expenses of Registration.
All expenses incurred in connection with registration pursuant to Section 4
or 5 of this Agreement, excluding underwriters' discounts and commissions, but
including without limitation all registration, filing and qualification fees,
word processing, duplicating, printers' and accounting fees (including the
expenses of any special audits or "cold comfort" letters required by or incident
to such performance and compliance), fees of the National Association of
Securities Dealers, Inc. or listing fees, messenger and delivery expenses, all
fees and expenses of complying with state securities or blue sky laws, fees and
disbursements of counsel for the Company, and fees and disbursements of one
counsel for the selling Holders (which counsel shall be selected by the Holders
holding a majority in interest of the Registrable Stock being registered), shall
be paid by the Company; provided, however, that if a registration request
-------- -------
pursuant to Section 4 of this Agreement is subsequently withdrawn at the request
of the Holders of a number of shares of Registrable Stock such that the
remaining Holders requesting registration would not have been able to request
registration under the provisions of Section 4 of this Agreement, such
withdrawing Holders either shall bear such expenses or shall forever forfeit
their right to any requested registration pursuant to Section 4 of this
Agreement. The Holders shall bear and pay the underwriting commissions and
discounts applicable to securities offered for their account in connection with
any registrations, filings and qualifications made pursuant to this Agreement.
9. Rule 144 and Rule 144A Information.
With a view to making available the benefits of certain rules and
regulations of the Commission which may at any time permit the sale of the
Registrable Stock to the public without registration,
(a) the Company agrees to:
(i) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
-9-
<PAGE>
(ii) use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and
(iii) furnish to each Holder of Registrable Stock forthwith upon
request a written statement by the Company as to its compliance with the
reporting requirements of such Rule 144 and of the Securities Act and the
Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the Company as
such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any Registrable
Stock without registration.
(b) at any time during which the Company is neither subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt
from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, it will
provide, upon the written request of any holder of Registrable Stock in written
form (as promptly as practicable), to any prospective buyer of such stock
designated by such holder, all information required by Rule 144A(d)(4)(i) of the
General Regulations promulgated by the Commission under the Securities Act.
10. Indemnification.
In the event any Registrable Stock is included in a registration statement
under this Agreement:
(a) The Company shall indemnify and hold harmless each Holder, such
Holder's directors and officers, each person who participates in the offering of
such Registrable Stock, and each person, if any, who controls such Holder or
participating person within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which they may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or proceedings in respect thereof) arise out of
or are based on any untrue or alleged untrue statement of any material fact
contained in such registration statement on the effective date thereof
(including any prospectus filed under Rule 424 under the Securities Act or any
amendments or supplements thereto) or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
shall reimburse each such Holder, such Holder's directors and officers, such
participating person or controlling person for any legal or other expenses
reasonably incurred by them (but not in excess of expenses incurred in respect
of one counsel for all of them unless there is a conflict of interest between
any indemnified parties, which indemnified parties may be represented by
separate counsel) in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the indemnity
-------- -------
agreement contained in this Section 10(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld); provided, further, that the Company shall not be
-------- -------
liable to any
-10-
<PAGE>
Holder, such Holder's directors and officers, participating person or
controlling person in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
connection with such registration statement, preliminary prospectus, final
prospectus or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, such Holder's directors and officers,
participating person or controlling person. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of any
such Holder, such Holder's directors and officers, participating person or
controlling person, and shall survive the transfer of such securities by such
Holder.
(b) Each Holder requesting or joining in a registration severally and not
jointly shall indemnify and hold harmless the Company, each of its directors and
officers, each person, if any, who controls the Company within the meaning of
the Securities Act, and each agent and any underwriter for the Company (within
the meaning of the Securities Act) against any losses, claims, damages or
liabilities, joint or several, to which the Company or any such director,
officer, controlling person, agent or underwriter may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or proceedings in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in such registration statement on the effective date thereof (including any
prospectus filed under Rule 424 under the Securities Act or any amendments or
supplements thereto) or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such registration
statement, preliminary or final prospectus, or amendments or supplements
thereto, in reliance upon and in conformity with written information furnished
by or on behalf of such Holder expressly for use in connection with such
registration; and each such Holder shall reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, agent or underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
-------- -------
indemnity agreement contained in this Section 10(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld), and provided, further, that the liability of each
--------
Holder hereunder shall be limited to the proportion of any such loss, claim,
damage, liability or expense which is equal to the proportion that the net
proceeds from the sale of the shares sold by such Holder under such registration
statement bears to the total net proceeds from the sale of all securities sold
thereunder, but not in any event to exceed the net proceeds received by such
Holder from the sale of Registrable Stock covered by such registration
statement.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against any indemnifying party under this
Section, notify the indemnifying
-11-
<PAGE>
party in writing of the commencement thereof and the indemnifying party shall
have the right to participate in and assume the defense thereof with counsel
selected by the indemnifying party and reasonably satisfactory to the
indemnified party; provided, however, that an indemnified party shall have the
-------- -------
right to retain its own counsel, with all fees and expenses thereof to be paid
by such indemnified party, and to be apprised of all progress in any proceeding
the defense of which has been assumed by the indemnifying party. The failure to
notify an indemnifying party promptly of the commencement of any such action, if
and to the extent prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section, but the omission so to notify the indemnifying party will not
relieve it of any liability that it may have to any indemnified party otherwise
than under this Section.
(d) To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified party in connection with the actions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such action. The amount
paid or payable by a party as a result of the losses, claims, damages or
liabilities referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such party in connection with any
investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 10(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
11. Limitation on Registration Rights.
Notwithstanding any other provisions of this Agreement to the contrary, the
Company shall not be required to register any Registrable Stock under this
Agreement with respect to any request or requests made by any Holder after one
year from the date of issuance of the Shares.
-12-
<PAGE>
12. Lockup.
Each Holder shall, in connection with any registration of the Company's
securities, upon the request of the Company or the underwriters managing any
underwritten offering of the Company's securities, agree in writing not to
effect any sale, disposition or distribution of any Registrable Stock (other
than that included in the registration) without the prior written consent of the
Company or such underwriters, as the case may be, for such reasonable period of
time from the effective date of such registration as the Company or the
underwriters may specify.
13. Transfer of Registration Rights.
The registration rights of any Holder under this Agreement with respect to
any Registrable Stock may be transferred to (a) any transferee of such
Registrable Stock who acquires at least twenty percent (20%) of such Holder's
shares of Registrable Stock or (b) an Affiliate of such Holder; provided,
--------
however, that (i) the transferring Holder shall give the Company written notice
- -------
at or prior to the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which the rights under
this Agreement are being transferred; (ii) such transferee shall agree in
writing, in form and substance reasonably satisfactory to the Company, to be
bound as a Holder by the provisions of this Agreement; and (iii) immediately
following such transfer the further disposition of such securities by such
transferee is restricted under the Securities Act. Except as set forth in this
Section 13, no transfer of Registrable Stock shall cause such Registrable Stock
to lose such status.
14. Successors and Assigns.
Except as otherwise expressly provided herein, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties hereto. Except as expressly provided in
this Agreement, nothing in this Agreement, express or implied, is intended to
confer upon any person other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations, or liabilities under
or by reason of this Agreement.
15. Governing Law.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Georgia.
16. Counterparts.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
-13-
<PAGE>
17. Titles.
The titles of the Sections of this Agreement are used for convenience only
and are not to be considered in construing or interpreting this Agreement.
18. Notices.
Any notice required or permitted under this Agreement shall be in writing
and shall be delivered in person or mailed by certified or registered mail,
return receipt requested, or telexed in the case of non-U.S. residents, directed
to (a) the Company at the address set forth below its signature hereof or (b) to
a Holder at the address therefor as set forth next to his signature below or, in
any such case, at such other address or addresses as shall have been furnished
in writing by such party to the others. The giving of any notice required
hereunder may be waived in writing by the parties hereto. Every notice or other
communication hereunder shall be deemed to have been duly given or served on the
date on which personally delivered, or on the date actually received, if sent by
mail or telex, with receipt acknowledged.
19. Amendments and Waivers.
Any provision of this Agreement may be amended and the observance of any
provision of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company and the Holders of at least two-thirds of the Registrable
Stock. Any amendment or waiver effected in accordance with this Section 19
shall be binding upon each Holder of any securities subject to this Agreement at
the time outstanding (including securities into which such securities are
convertible), each future Holder and all such securities, and the Company.
20. Severability.
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provisions shall be excluded from this Agreement and
the balance of this Agreement shall be interpreted as if such provisions were so
excluded and shall be enforceable in accordance with its terms.
21. Entire Agreement.
All prior agreements of the parties concerning the subject matter of this
Agreement are expressly superseded by this Agreement. This Agreement contains
the entire Agreement of the parties concerning the subject matter hereof. Any
oral representations or modifications of this Agreement shall be of no effect.
22. Adjustment of Numbers for Stock Splits, etc.
If, on or after the date of this Agreement, the Company changes the number
of shares of Common Stock issued and outstanding as a result of a stock split,
stock
-14-
<PAGE>
dividend, or similar recapitalization with respect to such stock, then at each
place in this Agreement that a number of shares of such stock is specified, such
number shall be proportionately adjusted.
[Remainder of page intentionally left blank]
-15-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
In Witness Whereof, the parties hereto have executed this Agreement as of
the date first above written.
IVI CHECKMATE CORP.
By: /s/ John J. Neubert
----------------------------
Name: John J. Neubert
-------------------------
Title:
-------------------------
1003 Mansell Road
Roswell, Georgia 30076
Attention: John J. Neubert
Telecopier: (770) 594-6019
DEBITEK HOLDINGS LIMITED
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
Address:
-----------------------
Telephone Number:
--------------
Fax Number:
--------------------
Tax I.D.:
----------------------
JOHNSTON TECHNOLOGY INVESTMENT, INC.
By: /s/ Lowry F. Kline
----------------------------
Name: Lowry F. Kline
--------------------------
Title: Executive Vice President,
General Counsel &
Secretary
-------------------------
Address: 2500 Windy Ridge Pkwy
Atlanta, GA 30339
-----------------------
Telephone Number: 770-989-3004
--------------
Fax Number: 770-989-3784
--------------------
Tax I.D.: Not applied for
----------------------
-16-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
ORESTONE INTERNATIONAL HOLDINGS LTD.
By: /s/ Richard Smart
--------------------------------
Name: Richard Smart
------------------------------
Title: Director
-----------------------------
Address: Oak House Webbs Lane
Benham Reading UK RG7 511
---------------------------
Telephone Number: 011 44118 971 3876
------------------
Fax Number: 011 44118 971 2589
------------------------
Tax I.D.:
--------------------------
GRAIG SHIPPING PLC
By: /s/ Hugh Williams
--------------------------------
Name: Hugh Williams
------------------------------
Title: Chief Executive
-----------------------------
Address: 113-116 Bute Street,
Cardiff CF 1 6TE
---------------------------
Telephone Number: 01222 440200
------------------
Fax Number: 01222 440207
------------------------
Tax I.D.:
--------------------------
GIROVEND CASHLESS SYSTEMS PLC
By: /s/ R. Fieth
--------------------------------
Name: Robin Paul Fieth
------------------------------
Title: Director
-----------------------------
Address: 6 Progress Business Centre,
Whittle Pkwy, Bath Rd.,
Slough
---------------------------
Telephone Number: 011 44162 866 9277
------------------
Fax Number: 011 44162 860 5582
------------------------
Tax I.D.:
--------------------------
-17-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
RONALD W. FARMER
By: /s/ Ronald W. Farmer
----------------------------
Name: Ronald W. Farmer
--------------------------
Title: President & Chief
Executive Officer
-------------------------
Address: 2115 Chapman Rd.,
Suite 159,
Chattanooga, TN
-----------------------
Telephone Number: 423-894-6177
--------------
Fax Number: 423-855-7554
--------------------
Tax I.D.: ###-##-####
----------------------
JOHN R. ALM
By: /s/ John R. Alm
----------------------------
Name: John R. Alm
--------------------------
Title: Executive Vice President
& Chief Financial
Officer
-------------------------
Address: 25 Cates Ridge,
Atlanta, GA 30327
-----------------------
Telephone Number: 404-256-3313
--------------
Fax Number:
--------------------
Tax I.D.:
----------------------
ELEVEN & CO.
By: /s/ Kevin E. Collins
----------------------------
Name: Kevin E. Collins
--------------------------
Title: Vice President & Senior
Trust Officer
-------------------------
Address: PO Box 1638,
Chattanooga, TN 37401
-----------------------
Telephone Number: 423-957-3401
--------------
Fax Number: 423-757-3100
--------------------
Tax I.D.: 62-6066830
----------------------
-18-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
________________________________
Sammie Entrekin
By: /s/ Sammie Entrekin
------------------------------
Name: Sammie Entrekin
----------------------------
Title:
---------------------------
Address: 520 Council Fire Dr.,
Chattanooga, TN 37421
-------------------------
Telephone Number:
----------------
Fax Number:
----------------------
Tax I.D.:
------------------------
DAVE GILBERT
By: /s/ Dave Gilbert
------------------------------
Name: Dave Gilbert
----------------------------
Title:
---------------------------
Address: 2 Whippoorwill Ln.,
Lafayette, GA 30728
-------------------------
Telephone Number: 706-638-2520
----------------
Fax Number:
----------------------
Tax I.D.: ###-##-####
------------------------
S. K. JOHNSTON III
By: /s/ S.K. Johnston III
------------------------------
Name: Summerfield Key Johnston III
----------------------------
Title:
---------------------------
Address: 2500 Windy Ridge Pkwy.,
Atlanta, GA 30339
-------------------------
Telephone Number: 770-989-3156
----------------
Fax Number: 770-989-3470
----------------------
Tax I.D.:
------------------------
-19-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
S. K. JOHNSTON JNR.
By: /s/ S. K. Johnston Jr.
------------------------------
Name: S. K. Johnston Jr.
---------------------------
Title:
---------------------------
Address: 2500 Windy Ridge Parkway,
Atlanta, GA 30339
-------------------------
Telephone Number:
----------------
Fax Number:
----------------------
Tax I.D.:
------------------------
LOWRY F. KLINE
By: /s/ Lowry F. Kline
------------------------------
Name: Lowry F. Kline
----------------------------
Title:
---------------------------
Address:
-------------------------
Telephone Number:
----------------
Fax Number:
----------------------
Tax I.D.:
------------------------
LOWRY F. KLINE IRA
By: /s/ Lowry F. Kline
------------------------------
Name: Lowry F. Kline
----------------------------
Title:
---------------------------
Address: 2500 Windy Ridge Parkway,
Atlanta, GA 30339
-------------------------
Telephone Number:
----------------
Fax Number:
----------------------
Tax I.D.:
------------------------
-20-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
WILLIAM E. LANDIS
By: /s/ William E. Landis
----------------------------
Name: William E. Landis
--------------------------
Title:
-------------------------
Address: 700 Krystal Bldg.,
Chattanooga, TN 37402
-----------------------
Telephone Number: 423-755-0721
--------------
Fax Number: 423-755-0742
--------------------
Tax I.D. ###-##-####
-----------------------
WILLIAM E. LANDIS IRA
By: /s/ W. E. Landis
----------------------------
Name:
--------------------------
Title:
-------------------------
Address:
-----------------------
Telephone Number:
--------------
Fax Number:
--------------------
Tax I.D.:
----------------------
WILLIAM E. LANDIS AS AGENT
By: /s/ William E. Landis
----------------------------
Name:
--------------------------
Title:
-------------------------
Address:
-----------------------
Telephone Number:
--------------
Fax Number:
--------------------
Tax I.D.:
----------------------
Sharon Mills, beneficiary
-21-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
STEPHEN E. LEDBETTER
By: /s/ Stephen E. Ledbetter
-----------------------------
Name: Stephen E. Ledbetter
---------------------------
Title:
--------------------------
Address: P.O. Box 666
Lafayette, GA 30728
------------------------
Telephone Number: 706-638-3366
---------------
Fax Number: 706-638-1092
---------------------
Tax I.D.:
-----------------------
STANLEY E. LEDBETTER
By: /s/ Stanley E. Ledbetter
-----------------------------
Name: Stanley E. Ledbetter
---------------------------
Title: President
--------------------------
Address: P.O. Box 1436
Lafayette, GA 30728
------------------------
Telephone Number: 706-638-3608
---------------
Fax Number: 706-638-1092
---------------------
Tax I.D.: ###-##-####
-----------------------
ARONDA C. LUNSFORD
By: /s/ Aronda C. Lunsford
-----------------------------
Name: Aronda C. Lunsford
---------------------------
Title:
--------------------------
Address: P.O. Box 28045
Chattanooga, TN 37424
------------------------
Telephone Number: 423-855-9804
---------------
Fax Number:
---------------------
Tax I.D.:
-----------------------
-22-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
LESLIE E. LUNSFORD
By: /s/ Leslie E. Lunsford
------------------------------------------
Name: Leslie E. Lunsford
------------------------------------------
Title:
------------------------------------------
Address: PO Box 28045, Chattanooga, TN 37424
----------------------------------------
Telephone Number: 423-855-9804
-------------------------------
Fax Number:
-------------------------------------
Tax I.D.:
---------------------------------------
DANNY MOSKOVITZ
By: /s/ Danny Moskovitz
------------------------------------------
Name: Danny Moskovitz
------------------------------------------
Title:
------------------------------------------
Address: 2185 South Bayshore Dr., Miami, FL 33133
----------------------------------------
Telephone Number: 305-854-2185
-------------------------------
Fax Number: 305-854-0206
-------------------------------------
Tax I.D.:
---------------------------------------
-23-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
NAVARRE INVESTMENT CO.
By: /s/ Mary N. Bailey Moore
------------------------------------------
Name: Mary N. Bailey Moore
------------------------------------------
Title: General Partner
------------------------------------------
Address: Suite 740, Republic Center,
633 Chestnut St., Chattanooga, TN 37450
----------------------------------------
Telephone Number: 423-756-0882
-------------------------------
Fax Number: 423-756-0889
-------------------------------------
Tax I.D.: 59-2279084
---------------------------------------
D. A. PEASE
By: /s/ D. A. Pease
------------------------------------------
Name: D. A. Pease
------------------------------------------
Title:
------------------------------------------
Address: Oakhouse Webbs Ln., Benham,
Reading, UK RG7511
----------------------------------------
Telephone Number: 011 44 118 971 3876
-------------------------------
Fax Number: 011 44 118 971 2589
-------------------------------------
Tax I.D.:
---------------------------------------
S. L. PROBASCO JNR.
By: /s/ S. L. Probasco Jr.
------------------------------------------
Name: S. L. Probasco Jr.
------------------------------------------
Title:
------------------------------------------
Address: PO Box 1638, Chattanooga, TN 37401
----------------------------------------
Telephone Number: 423-757-3339
-------------------------------
Fax Number:
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
ROBERT A. REEVES
By: /s/ Robert A. Reeves
------------------------------------------
Name: Robert A. Reeves
------------------------------------------
Title: President
------------------------------------------
Address: 3310 West End Ave. #450,
Nashville, TN 37203
----------------------------------------
Telephone Number: 615-385-9611
-------------------------------
Fax Number: 615-385-9448
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
-24-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
PHILIP H. SANFORD
By: /s/ Philip H. Sanford
------------------------------------------
Name: Philip H. Sanford
------------------------------------------
Title:
------------------------------------------
Address: One Union Square, Chattanooga, TN 37402
----------------------------------------
Telephone Number: 423-757-1503
-------------------------------
Fax Number: 423-757-5660
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
HENRY A. SCHIMBERG
By: /s/ Henry A. Schimberg
------------------------------------------
Name: Henry A. Schimberg
------------------------------------------
Title:
------------------------------------------
Address: 4201 Fremont Ave. South,
Minneapolis, MN 55409
----------------------------------------
Telephone Number: 770-987-3163
-------------------------------
Fax Number: 770-989-3786
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
A. ALEXANDER TAYLOR II
By: /s/ A. Taylor
------------------------------------------
Name: A. Alexander Taylor II
------------------------------------------
Title:
------------------------------------------
Address: 1715 West 38th St., Chattanooga, TN 37409
----------------------------------------
Telephone Number: 423-821-2037 X 281
-------------------------------
Fax Number: 423-821-6423
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
-25-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
A. ALEXANDER TAYLOR II IRA
By: /s/ A. Taylor
------------------------------------------
Name: A. Alexander Taylor II
------------------------------------------
Title:
------------------------------------------
Address: 1715 West 38th St., Chattanooga, TN 37409
----------------------------------------
Telephone Number: 423-821-2037 X 281
-------------------------------
Fax Number: 423-821-6423
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
A. ALEXANDER TAYLOR II, CUSTODIAN
By: /s/ A. Taylor
------------------------------------------
Name: A. Alexander Taylor II
------------------------------------------
Title:
------------------------------------------
Address: 1715 West 38th St., Chattanooga, TN 37409
----------------------------------------
Telephone Number: 423-821-2037 X 281
-------------------------------
Fax Number: 423-821-6423
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
G. TOOHEY
By: /s/ G. Toohey
------------------------------------------
Name: G. Toohey
------------------------------------------
Title:
------------------------------------------
Address: 9840 International Dr., Orlando, FL 32819
----------------------------------------
Telephone Number:
-------------------------------
Fax Number:
-------------------------------------
Tax I.D.:
---------------------------------------
HENRY VARNELL
By: /s/ Henry Varnell
------------------------------------------
Name: Henry Varnell
------------------------------------------
Title:
------------------------------------------
Address: 4556 Barfield, Memphis, TN 38117
----------------------------------------
Telephone Number: 901-682-2854
-------------------------------
Fax Number: 901-682-2854
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
-26-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
JEANNE VARNELL
By: /s/ Jeanne Varnell
------------------------------------------
Name: Jeanne Varnell
------------------------------------------
Title:
------------------------------------------
Address: 4556 Barfield, Memphis, TN 38117
----------------------------------------
Telephone Number: 901-682-2854
-------------------------------
Fax Number: 901-682-2854
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
ROBERT A. WARDLAW, II
By: /s/ Robert A. Wardlaw II
------------------------------------------
Name: Robert A. Wardlaw II
------------------------------------------
Title:
------------------------------------------
Address: 70 Oceanview Dr., Crawfordville, FL 32327
----------------------------------------
Telephone Number: 850-926-8742
-------------------------------
Fax Number:
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
THOMAS T. WARDLAW
By: /s/ Thomas T. Wardlaw
------------------------------------------
Name: Thomas T. Wardlaw
------------------------------------------
Title:
------------------------------------------
Address: 4311 Belclaire, Dallas, TX 75205
----------------------------------------
Telephone Number: 214-526-2933
-------------------------------
Fax Number: 214-526-2933
-------------------------------------
Tax I.D.: ###-##-####
---------------------------------------
-27-
<PAGE>
Signature Pages to Registration Rights Agreement by and among IVI Checkmate
Corp., Debitek Holdings Limited and Certain Shareholders of Debitek Holdings
Limited.
JAMES C. WARDLAW
By: /s/ James C. Wardlaw
---------------------------------
Name: James C. Wardlaw
--------------------------------
Title:
-------------------------------
Address: 2734 Peachtree Rd., N.W. A106
Atlanta, GA 30306
-----------------------------
Telephone Number: 404-365-9021
--------------------
Fax Number: 404-261-2565
--------------------------
Tax I.D.: ###-##-####
----------------------------
-28-
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of IVI Checkmate
Corp. for the registration of 307,407 shares of its common stock and to the
incorporation by reference therein of our report dated February 12, 1999, with
respect to the consolidated financial statements of IVI Checkmate Corp. included
in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Atlanta, Georgia
July 21, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of IVI Checkmate
Corp. for the registration of 307,407 shares of its common stock and to the
incorporation by reference therein of our report dated February 12, 1998, with
respect to the financial statements of International Verifact Inc. for the years
ended December 31, 1997 and 1996, included in Amendment No. 2 to International
Verifact Inc.'s Annual Report (Form 20-F) for the year ended December 31, 1997,
filed with the Securities and Exchange Commission.
COOPERS & LYBRAND
Toronto, Canada
July 21, 1999
