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As filed with the Securities and Exchange Commission on June 20, 2000.
Registration No. 333-83743
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SECURITIES AND EXCHANGE COMMSSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1
TO
FORM S-4 REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
IVI CHECKMATE CORP.
(Exact Name of Issuer 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 of Principal Executive Offices)
National Transaction Network, Inc. 1995 Director Stock Option Plan
National Transaction Network, Inc. 1988 Stock Plan
(Full Titles of the Plans)
JOHN J. NEUBERT
IVI CHECKMATE CORP
1003 MANSELL ROAD
ROSWELL, GEORGIA 30076
(770) 594-6000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-4 on
Form S-8 (the "Registration Statement") filed by IVI Checkmate Corp. (the
"Company") relates to 28,994 shares of the Company's Common Stock, $0.01 par
value per share (the "Common Stock") which were previously registered on the
Company's Registration Statement on Form S-4, as amended (Registration No.333-
83743), and are being transferred to this Registration Statement. The
registration fee with respect to such shares has been previously paid.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement will
be sent or given to participants in the Plans as specified by Rule 428 (b) (1)
under the Securities Act of 1933, as amended.
(b) Upon written or oral request, the Company will provide, without charge,
the documents incorporated by reference in Item 3 of Part II of this
Registration Statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Company will also provide, without charge, upon
written or oral request, other documents required to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information should be
directed to John J. Neubert, Executive Vice President - Finance and
Administration, Chief Financial Officer, Secretary and Treasurer of IVI
Checkmate Corp., 1003 Mansell Road, Roswell, Georgia 30076, (770) 594-6000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by IVI Checkmate Corp. (the "Company") (File
No. 000-29772) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities and Exchange Act of 1934, as amended (the "Exchange
Act") are incorporated herein by reference and are deemed to be a part hereof
from the date of the filing of such documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000;
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(3) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1999 including the Company's
Current Reports on Form 8-K, dated April 27, 2000, May 5, 2000 and June 13,
2000;
(4) The description of Common Stock contained in the Company'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
(5) All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.
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 Company's bylaws provide for indemnification of directors and officers
of the Company to the fullest 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 Company also eliminates the
monetary liability of directors to the fullest extent permitted by Delaware law.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable
ITEM 8. EXHIBITS(1)
Exhibit Number Description
-------------- -----------
5 Opinion of Counsel
23.1 Consent of Counsel (Included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Coopers & Lybrand
24 Power of Attorney (included on the signature page).
99.1 National Transaction Network, Inc. 1995 Director Stock
Option Plan(2)
99.2 National Transaction Network, Inc. 1988 Stock Plan(3)
- - - - - - - -
(1) Exhibits are numbered in accordance with item 601 of Regulation S-K.
(2) Incorporated herein by reference to the Exhibits to National Transaction
Network, Inc.'s Annual Report on Form 10-K (Filing No. 0-10966) for the
fiscal year ended December 31, 1995.
(3) Incorporated herein by reference to the Exhibits to National Transaction
Network, Inc.'s Annual Report on Form 10-K (Filing No. 0-10966) for the
fiscal year ended December 31, 1988.
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,
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individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
this 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 Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the 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 provisions
described in Item 6 of this Part II, 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
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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
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
IVI Checkmate Corp., certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on June 20, 2000.
IVI Checkmate Corp.
By: /s/ L. Barry Thomson
---------------------------------
L. Barry Thomson
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints L. Barry Thomson and John J. Neubert, and each of
them (with full power in each to act alone), 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, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with the 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 attorney's-in-
fact and agents or either of them, or their or his substitutes, may lawfully do
or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of June 20, 2000.
Signatures Title
---------- -----
/s/ L. Barry Thomson
------------------------------ President and Chief Executive
L. Barry Thomson Officer
/s/ J. Stanford Spencer
------------------------------ Chairman of the Board
J. Stanford Spencer
/s/ George Whitton
------------------------------ Vice Chairman of the Board
George Whitton
/s/ John J. Neubert
------------------------------ Executive Vice President-Finance
John J. Neubert and Administration, Chief Financial
Officer, Secretary and Treasurer
(Principal Financial and Accounting
Officer)
/s/ Gerard Compain
------------------------------ Director
Gerard Compain
/s/ Paul W. Noblett
------------------------------ Director
Paul W. Noblett
/s/ Bertil D. Nordin
------------------------------ Director
Bertil D. Nordin
/s/ Gareth Owen
------------------------------ Director
Gareth Owen
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/s/ Peter E. Roode
------------------------------ Director
Peter E. Roode
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EXHIBITS FILED WITH
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4 REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
----------------------------
IVI CHECKMATE CORP.
1003 MANSELL ROAD
ROSWELL, GEORGIA 30076
(770) 594-6000
EXHIBIT INDEX
TO
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-4 REGISTRATION STATEMENT
ON
FORM S-8
Exhibit Number Description
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5 Opinion of Counsel
23.1 Consent of Counsel (Included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Coopers & Lybrand
24 Power of Attorney (included on the signature page).
99.1 National Transaction Network, Inc. 1995 Director
Stock Option Plan (2)
99.2 National Transaction Network, Inc. 1988 Stock Plan (3)
- - - - - - - -
(1) Exhibits are numbered in accordance with item 601 of Regulation S-K.
(2) Incorporated herein by reference to the Exhibits to National Transaction
Network, Inc.'s Annual Report on Form 10-K (Filing No. 0-10966) for the
fiscal year ended December 31, 1995.
(3) Incorporated herein by reference to the Exhibits to National Transaction
Network, Inc.'s Annual Report on Form 10-K (Filing No. 0-10966) for the
fiscal year ended December 31, 1988.
