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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-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
IVI CHECKMATE CORP.
(Exact name of registrant as specified in its charter)
Delaware 58-2375201
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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)
EMPLOYEE STOCK OPTIONS HELD BY MICHAEL P. WALLIS
(Full Title of the Plan)
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
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Proposed Maximum
Title of Shares Amount to be Proposed Maximum Offering Aggregate Offering Amount of
to be Registered Registered(1) Price Per Share(2) Price (2) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 33,326 shares $2.70 $89,980.20 $25.01
==================================================================================================================================
</TABLE>
(1) This registration statement also covers any additional shares that may
hereafter be issued as a result of the adjustment and anti-dilution
provisions of the options.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h), based on the exercise prices of the outstanding
options.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents constituting Part I of this registration statement will
be sent or given to the optionholder as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").
(b) Upon written or oral request, the registrant will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
registration statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The registrant will also provide, without charge,
upon written or oral request, other documents required to be delivered to
employees pursuant to Rule 428(b). Requests for the above mentioned information
should be directed to John J. Neubert, Executive Vice President - Finance and
Administration of the registrant, 1003 Mansell Road, Roswell, Georgia 30076.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference into this
registration statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(2) All other reports filed by the registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1998;
(3) The description of common stock contained in the registrant's
registration statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description; and
(4) All other documents subsequently filed by the registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this registration statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
ITEM 4. Description of Securities
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
Not applicable.
ITEM 6. Indemnification of Directors and Officers
The registrant's bylaws provide for indemnification of directors and
officers of the registrant to the full extent permitted by Delaware law.
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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.
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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. 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>
4.1 Certificate of Incorporation, as Exhibit 3.1 to the registrant's Registration
amended Statement on Form S-4 (No. 333-______ filed
concurrently herewith)
4.2 Bylaws Exhibit 3.2 to the registrant's Registration
Statement on Form S-4 (No. 333-53629)
4.3 Specimen common stock certificate Exhibit 4.1 to the registrant's Registration
Statement on Form S-4 (No. 333-53629)
</TABLE>
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<TABLE>
<S> <C> <C>
4.4 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
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 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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;
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(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;
(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 being 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 this
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 pursuant to the registrant's articles of
incorporation, bylaws, or otherwise, 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 Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
(signatures on following page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in 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, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and 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.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/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
</TABLE>
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<TABLE>
<S> <C>
/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 Officer, Treasurer and Secretary
John J. Neubert
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description SEC Document Reference Page No.
- ----------- ----------- ---------------------- --------
<S> <C> <C> <C>
4.1 Certificate of Incorporation, as Exhibit 3.1 to the registrant's Registration
amended Statement on Form S-4 (No. 333-______ filed
concurrently herewith)
4.2 Bylaws Exhibit 3.2 to the registrant's Registration
Statement on Form S-4 (No. 333-53629)
4.3 Specimen common stock certificate Exhibit 4.1 to the registrant's Registration
Statement on Form S-4 (No. 333-53629)
4.4 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 10
validity of the securities being
registered, including consent
23.1 Consent of Alston & Bird LLP Included in Exhibit 5
23.2 Consent of Ernst & Young LLP Filed herewith 12
23.3 Consent of Coopers & Lybrand Filed herewith 13
24 Power of Attorney Included on signature page
</TABLE>
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EXHIBIT 5
[ALSTON & BIRD LLP LETTERHEAD]
July 23, 1999
IVI Checkmate Corp.
1003 Mansell Road
Roswell, Georgia 30076
Re: Registration Statement on Form S-8
Shares issuable upon Exercise of Stock Options held by Michael P.
Wallis
Ladies and Gentlemen:
We have acted as counsel to IVI Checkmate Corp., a Delaware
corporation (the "Company"), in connection with the filing of the above-
referenced Registration Statement (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") to register under the
Securities Act of 1933, as amended (the "Securities Act"), 33,326 shares of the
Company's Common Stock, par value $.01 per share (the "Shares"), which may be
issued by the Company upon exercise of certain stock options granted to Michael
P. Wallis in connection with his employment with the Company (the "Options").
This opinion letter is rendered pursuant to Item 8 of Form S-8 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, the agreement with Mr. Wallis pursuant to which the Options were
issued and the Registration Statement. We 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 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.
<PAGE>
IVI Checkmate Corp.
Page 2
July 23, 1999
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 by the Company or the Commission for any other purpose
without our express written consent. The only opinion rendered by us consists of
those matters set forth in the 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 to be issued upon
exercise of the Options are duly authorized and, when issued by the Company in
accordance with the terms of the Options, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement. 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.
Sincerely,
ALSTON & BIRD LLP
By: /s/ M. Hill Jeffries
----------------------------
M. Hill Jeffries, Partner
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference 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 in the Registration
Statement (Form S-8) of IVI Checkmate Corp. for the registration of 33,326
shares of its common stock.
ERNST & YOUNG LLP
Atlanta, Georgia
July 21, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement (Form
S-8) of IVI Checkmate Corp. for the registration of 33,326 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
