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As filed with the Securities and Exchange Commission on March 13, 2000
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
(Address, including zip code, of registrant's principal executive offices)
EMPLOYEE STOCK OPTIONS HELD BY R. LEE PAULSON
(Full Title of the Plans)
John J. Neubert
IVI Checkmate Corp.
1003 Mansell Road
Roswell, Georgia 30076
Phone: (770) 594-6000
(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
_______________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Proposed Maximum Proposed Maximum
Title of Shares Amount to be 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 46,300 shares (3) $2.70 $125,010 $33.01
==========================================================================================================
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(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.
(3) Represents options of R. Lee Paulson to acquire shares at $2.70 per share,
which options were assumed by IVI Checkmate Corp. in connection with its
acquisition of Plourde Computer Services, Inc. in 1998 (the "Plourde
Transaction").
______________________
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) This registration statement includes a prospectus to be used in
connection with reoffers and resales of 46,300 shares of the common stock of IVI
Checkmate Corp. acquired by R. Lee Paulson pursuant to that certain Plourde
Computer Services, Inc. Incentive Stock Option Agreement dated November 20, 1996
(the "Plan") between Mr. Paulson and Plourde Computer Services, Inc. prior to
the date of this registration statement. The options to be granted to Mr.
Paulson under the Plan were converted to options to purchase shares of IVI
Checkmate Corp. when IVI Checkmate Corp. acquired all of the outstanding capital
stock of Plourde Computer Services, Inc. on September 29, 1998. The prospectus
is filed as part of this registration statement as required by Form S-8.
(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) of the Securities Act of 1933, as amended (the
"Securities Act"). 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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Prospectus
46,300 Shares
IVI CHECKMATE CORP.
Common Stock
______________________
R. Lee Paulson is selling all of the shares of common stock being offered
by this prospectus, as described in the section of this prospectus entitled
"Selling Stockholder" beginning on page 12. We will not receive any of the
proceeds from the sale of shares by Mr. Paulson.
Mr. Paulson may sell his shares at various times in the future. He may
sell his 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 12.
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 March 9, 2000 were $3.8125 per share
on the Nasdaq National Market and Cdn. $6.2031 per share on The Toronto Stock
Exchange.
Investing in the common stock involves risks. See "Risk Factors" beginning on
page 2.
_____________
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 March 13, 2000.
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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.
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-
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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.
Any failure of supply chain manufacturers and suppliers to timely provide
necessary components and services could cause production delays and a loss of
customers.
IVI Checkmate currently depends on third-party manufacturers and suppliers
for the assembly of certain products and components. While there are many such
manufacturers and suppliers in the marketplace, IVI Checkmate currently uses
only a limited number of such and if any of the current manufacturers or
suppliers were to go out of business or be unable to meet the supply commitments
and demands of IVI Checkmate, production of products and delivery of services
could be delayed until an alternative supplier or manufacturer is found.
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.
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 cost
savings measures. Many of our competitors have significantly greater financial,
marketing, service, support and technical resources than us. Some of these
competitors also have greater name recognition than us. Accordingly, our
competitors may be able to respond more
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quickly than us to new or emerging technologies or changes in customer
requirements. They may 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,
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despite a generally consistent trend of increases in net revenues, we recorded
net income (loss) of 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. However, we
recorded net income of approximately $465,000 in the nine months ended
September 30, 1998 compared to $619,000 in the nine months ended September 30,
1999.
Factors which may cause our quarterly operating results, cash flows and
liquidity, and therefore its stock price, to fluctuate include:
. 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; and
. foreign currency exposures.
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 a delay in
the introduction of new products.
We must 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.
We are subject to the risk of product liability claims, which could materially
and adversely affect our business and financial results.
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 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
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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 December 31, 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 or thereafter, these
systems and equipment may read "00" as the year 1900 instead of the 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 and, to date, has not
suffered any material problems relating to the Year 2000 issue. 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 also discussed 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.
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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, which could
materially and adversely affect our business and financial results and otherwise
limit our ability 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
. 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.
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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, which may discourage
transactions that may be beneficial to our stockholders.
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.
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 December 31, 1999, we had approximately 18,147,569
shares of common stock outstanding, including approximately 5,356,000
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
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shares are exchangeable have been registered under the Securities Act of 1933.
As of October 31, 1999, approximately 16,100,866 of the approximately 18,148,000
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 2,047,134 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 December 31, 1999, we had options outstanding under our stock option
plans for the purchase of a total of approximately 3,727,000 shares of common
stock at a weighted average exercise price of $6.07 per share. We have reserved
an additional 880,730 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.
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 14. 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
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implied by any forward-looking statement. These factors include, but are not
limited to, those discussed in "Risk Factors" beginning on page 2.
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.
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SELLING STOCKHOLDER
We have registered for resale under this prospectus up to 46,300 shares of
our common stock that were issued prior to the date of this prospectus to R. Lee
Paulson. He was an employee of Plourde Computer Services, Inc., which was
acquired by IVI Checkmate on September 29, 1998. He is not and was not an
"affiliate" of IVI Checkmate, as that term is defined under the federal
securities laws. Mr. Paulson may sell all 46,300 shares under this prospectus
and such shares represent all of the Common Stock beneficially owned by Mr.
Paulson. The 46,300 shares represent less than 1% of IVI Checkmate's outstanding
Common Stock after the offering. However, our registration of the shares being
offered by Mr. Paulson does not guarantee that he will sell all or any of the
shares. Mr. Paulson will beneficially own less than one percent of our
outstanding common stock after the offering.
PLAN OF DISTRIBUTION
We have registered the shares of common stock covered by this prospectus
for offer and sale from time to time by Mr. Paulson, including his donees,
pledgees, transferees or other successors-in-interest who sell shares received
from him as a gift, pledge, partnership distribution or other non-sale related
transfer after the date of this prospectus. Mr. Paulson will act independently
of us in making decisions with respect to the timing, manner and size of each
sale.
Mr. Paulson 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.
Mr. Paulson 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.
Mr. Paulson 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.
13
<PAGE>
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.
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 Mr. Paulson 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.
Mr. Paulson 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.
Mr. Paulson has advised us that he has not entered into any agreements,
understandings or arrangements with any brokers or dealers regarding the sale of
his shares and that there is no underwriter or coordinating broker acting in
connection with the proposed sale of shares by Mr. Paulson.
We will bear all expenses in connection with the registration of the shares
being offered by Mr. Paulson. Mr. Paulson will pay all brokerage commissions
and similar selling expenses, if any, attributable to sales of the shares. Mr.
Paulson 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.
Mr. Paulson 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 Mr. Paulson.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual report on Form 10-K for the year
ended December 31, 1998, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement and
which, as to the years ended December 31, 1997 and 1996, is based in part on the
report of Coopers & Lybrand, independent auditors. Our financial statements are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.
14
<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. 333-83829) 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 reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999;
. our current reports on Form 8-K dated March 17, 1999, April 27,
1999 and July 21, 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.
15
<PAGE>
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:
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.
16
<PAGE>
================================================================================
Table of Contents
Page
IVI Checkmate Corp........................................................ 2
Risk Factors.............................................................. 2
A Warning About Forward-Looking Statements................................ 11
Selling Stockholders...................................................... 12
Plan of Distribution...................................................... 12
Legal Matters............................................................. 14
Experts................................................................... 14
Where You Can Find More Information....................................... 14
46,300 Shares
IVI CHECKMATE CORP.
Common Stock
----------------------
Prospectus
----------------------
[LOGO]
March 13, 2000
================================================================================
<PAGE>
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.
II-1
<PAGE>
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>
4.1 Certificate of Incorporation, as Exhibit 3.1 to the registrant's Registration
amended Statement on Form S-4 (No. 333-83743)
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>
II-2
<PAGE>
<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. 333-83743)
1998, between IVI Checkmate Corp. and
First Union National Bank, as Rights
Agent (which includes as Exhibit A
thereto the Form of Rights Certificate
and as Exhibit B thereto the Form of
Certificate of Designations,
Preferences, Limitations and Relative
Rights of Series C Junior
Participating Preferred Stock of IVI
Checkmate Corp.), as amended on April
6, 1999
5 Opinion of Alston & Bird LLP as Filed herewith
to the 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;
II-3
<PAGE>
(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.
II-4
<PAGE>
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 November 15, 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 15th day of November, 1999.
Signature Title
--------- -----
/s/ L. Barry Thomson
- ------------------------- President, Chief Executive Officer and
L. Barry Thomson Director
/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
- ------------------------- Director
John J. Neubert Administration, Chief Financial Officer,
Treasurer and Secretary
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description SEC Document Reference Page No.
- ----------- ----------- ---------------------- --------
<S> <C> <C> <C>
4.1 Certificate of Incorporation, Exhibit 3.1 to the registrant's
as amended Registration Statement on Form S-4 (No. 333-83743)
4.2 Bylaws Exhibit 3.2 to the registrant's
Registration Statement on Form S-4 (No. 333-53629)
4.3 Specimen common stock Exhibit 4.1 to the registrant's
certificate Registration Statement on Form S-4 (No. 333-53629)
4.4 Stockholder Protection Rights Exhibit 4.2 to the registrant's
Agreement, dated as of Registration Statement on Form S-4 (No. 333-83743)
September 16, 1998, between IVI
Checkmate Corp. and First Union
National Bank, as Rights Agent
(which includes as Exhibit A
thereto the Form of Rights
Certificate and as Exhibit B
thereto the Form of Certificate
of Designations, Preferences,
Limitations and Relative Rights
of Series C Junior
Participating Preferred Stock
of IVI Checkmate Corp.), as
amended on April 6, 1999
5 Opinion of Alston & Bird LLP as Filed herewith II-8
to the 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 II-10
23.3 Consent of Coopers & Lybrand Filed herewith II-11
24 Power of Attorney Included on signature page
</TABLE>
II-7
<PAGE>
EXHIBIT 5
[ALSTON & BIRD LLP LETTERHEAD]
March 13, 2000
IVI Checkmate Corp.
1003 Mansell Road
Roswell, Georgia 30076
Re: Registration Statement on Form S-8
Shares issued to R. Lee Paulson when he Exercised Certain
Stock Options assumed in Plourde Transaction
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"), 46,300 shares of the Company's Common
Stock, par value $.01 per share (the "Shares "), which were issued by the
Company to R. Lee Paulson when he exercised certain stock options granted to him
in connection with his employment with Plourde Computer Services, Inc. (the
"Shares"). 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 agreements with the optionees pursuant to which the Options
were issued 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 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 by the Company or the Commission for any other purpose
without our express written consent. The only opinion rendered
<PAGE>
IVI Checkmate Corp.
March 13, 2000
Page 2
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.
ALSTON & BIRD LLP
By: /s/ M. Hill Jeffries
---------------------------------
M. Hill Jeffries, Partner
<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-8) of IVI Checkmate Corp. for the registration of
46,300 shares of its common stock pertaining to the Employee Stock Options Held
by R. Lee Paulson 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.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
March 9, 2000
<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-8) of IVI Checkmate Corp. for the registration of
46,300 shares of its common stock pertaining to the Employee Stock Options Held
by R. Lee Paulson 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 by IVI Checkmate Corp. in its Annual Report (Form 10-K) for the year
ended December 31, 1998, filed with the Securities and Exchange Commission.
/s/ COOPERS & LYBRAND
Toronto, Canada
March 9, 2000
