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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
National Transaction Network, Inc.
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(Name of Issuer)
Common Stock, $.015 par value per share
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(Title of Class of Securities)
638221 30 9
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(CUSIP Number)
Shaul I. Ezer, Secretary, BCE Investments (Canada) Inc.,
1000, rue de la Gauchetiere Ouest, Bureau 3700, Montreal, Quebec H3B 4Y7
Canada (514-397-7265)
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 13, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3), or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(1)(a) for other parties to whom copies
are to be sent.
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 638221 30 9 Page _____ of _____ pages
=============================
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
1 BCE Investments (Canada) Inc.
2 Check The Appropriate Box If a Member Of a Group (See Instructions)(A) [ ]
Not applicable (B) [ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
Not applicable
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d or 2(e)
Not applicable
6 Citizenship or Place of Organization
Canada
Number of 7 Sole Voting Power - 0
Shares
Beneficially 8 Shared Voting Power - 0
Owned by
Each 9 Sole Dispositive Power - 0
Reporting
Person with 10 Shared Dispositive Power - 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
Not applicable
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
CO
BCE Investments (Canada) Inc. ("BCEI") hereby amends and supplements
its Report on Schedule 13D, originally dated May 9, 1994, as subsequently
amended and restated as of June 15, 1994, (the "Schedule 13D"), with respect
to the shares of Common Stock, $0.15 par value, of National Transaction
Network, Inc.
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13D.
The transaction contemplated by the Purchase Agreement (as defined in
Item 4 below) was consummated on September 13, 1996.
Item 1. Security and Issuer
-------------------
The response set forth in Item 1 of the Schedule 13D is hereby
replaced by the following information:
The class of equity securities to which this statement applies is the
common stock, $0.15 par value (the "Common Stock"), of National Transaction
Network, Inc., a Delaware Corporation, ("NTN"), which has its principal
offices at 9 Kane Industrial Drive, Hudson, Massachusetts 01749. The par
value of the Common Stock was increased from $0.01 to $0.15 per share as a
result of a 1:15 reverse stock split completed by NTN on October 22, 1993.
Item 2. Identity and Background
-----------------------
The response set forth in Item 2 of the Schedule 13D is hereby
amended and supplemented by the following information:
On November 15, 1994, the name of BCE Telecom International Inc. was
changed to BCE Investments (Canada) Inc. On November 11, 1994, BCEI changed
the address of its principal place of business to 1000, rue de la Gauchetiere
Ouest, Bureau 3700, Montreal, Quebec H3B 4Y7, Canada. The directors and
officers of BCEI and BCE are set forth in Exhibits A and B, respectively,
attached hereto.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
As BCEI disposed of its interest in the shares of Common Stock of
NTN, Item 3 is not applicable to the transaction covered by this amendment.
Notwithstanding the foregoing, the response set forth in Item 3 of
the Schedule 13D is hereby amended and supplemented by the following
information:
The warrants held by BCEI, previously known as BCE Telecom
International Inc., to purchase 13,417 shares of Common Stock (subject to
adjustment) of NTN expired unexercised on October 5, 1994.
Item 4. Purpose of Transaction
----------------------
The response set forth in Item 4 of the Schedule 13D is hereby
amended and supplemented by the following information:
On September 13, 1996, BCEI and Mr. Nelson Doubleday ("Doubleday")
entered into a share purchase agreement (the "Purchase Agreement"), copy of
which is attached hereto as Exhibit Q, with International Verifact Inc.
("IVI"), a Canadian company, whereby BCEI and Doubleday sold to IVI all of
their interests in the shares of Common Stock of NTN at a price of U.S. $0.46
per share representing an aggregate purchase price of U.S. $1,254,162.40. As
a result, BCEI sold to IVI 1,261,263 shares of Common Stock of NTN
(representing 38.8% of the issued and outstanding shares of Common Stock of
NTN) for aggregate proceeds of disposition of U.S. $580,180.98. Doubleday
sold to IVI 1,465,177 shares of Common Stock of NTN (representing 45.1% of the
issued and outstanding shares of Common Stock of NTN) for aggregate proceeds
of disposition of U.S. $673,981.42. IVI satisfied the purchase price of the
shares of Common Stock of NTN by (i) the issuance by IVI to BCEI of an
aggregate of 106,971 common shares of IVI's share capital and (ii) the
issuance by IVI to Doubleday of an aggregate of 124,059 common shares of IVI's
share capital.
BCEI does not currently intend to acquire any additional shares of
Common Stock or other securities of NTN.
Item 5. Interest in Securities of the Issuer
------------------------------------
The response set forth in Item 5 of the Schedule 13D is hereby
amended and supplemented by the following information:
As a result of the disposition by BCEI of the 1,261,263 shares of
Common Stock of NTN pursuant to the Purchase Agreement, BCEI no longer holds
any interest in securities of NTN.
No director or officer of BCEI or BCE holds any securities of NTN.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
--------------------------------------------------------------
The response set forth in Item 6 of the Schedule 13D is hereby
amended and supplemented by the following information:
On September 13, 1996, BCEI disposed of all of its interest in the
shares of Common Stock of NTN under the terms and conditions of the Purchase
Agreement described in Item 4 hereof, copy of which is attached hereto as
Exhibit Q.
Item 7. Material to be Filed as Exhibits
--------------------------------
The response set forth in Item 7 of the Schedule 13D is hereby
amended and supplemented by the following information:
Exhibit Q: Share Purchase Agreement dated September 13, 1996 among
BCE Investments (Canada) Inc., Nelson Doubleday and
International Verifact Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: September 20, 1996
BCE INVESTMENTS (CANADA) INC.
By:/s/ Shaul I. Ezer
Title: Secretary
EXHIBIT "A"
DIRECTORS AND EXECUTIVE OFFICERS OF
BCE INVESTMENTS (CANADA) INC.
The name, business address, title, present principal occupation or
employment and citizenship of each of the directors and executive officers of
BCE Investments (Canada) Inc. ("BCEIC") are set forth below. If no business
address is given the director's or executive officer's business address is
1000,rue de la Gauchetiere Ouest, Bureau 3700, Montreal, Quebec, Canada H3B
4Y7.
<TABLE>
<S> <C> <C>
Name and Relationship to Present Principal Occupation Including
BCEIC Name and Address of Employer Citizenship
Frederick J. Andrew Vice-President and Treasurer, BCE Inc. Canadian
Director and Vice-President
and Treasurer
Derek H. Burney Chairman, President and Chief Executive Canadian
Director Officer, Bell Canada International Inc.,
1000, rue de la Gauchetiere Ouest,
Bureau 1100, Montreal, Quebec H3B 4Y8
Josef J. Fridman Senior Vice-President, Law and Corporate Canadian
Director and President and Secretary, BCE Inc.
Chief Executive Officer
Shaul I. Ezer Assistant General Counsel, Projects, Canadian
Secretary BCE Inc.
Lynton R. Wilson Chairman and Chief Executive Officer, Canadian
Director and Chairman of BCE Inc.
the Board
</TABLE>
EXHIBIT "B"
DIRECTORS AND EXECUTIVE OFFICERS OF BCE INC.
The name, business address, title, present principal occupation or
employment and citizenship of each of the directors and executive officers of
BCE Investments (Canada) Inc. ("BCE") are set forth below. If no business
address is given the director's or executive officer's business address is
1000, rue de la Gauchetiere Ouest, Bureau 3700, Montreal, Quebec, Canada H3B
4Y7.
<TABLE>
<S> <C> <C>
Present Principal Occupation Including
Name and Relationship to BCE Name and Address of Employer Citizenship
Ralph M. Barford President Canadian
Director Valleydene Corporation Limited
20 Eglington Avenue West
Suite 1903, P.O. Box 2026
Toronto, Ontario M4R 1K8
Warren Chippindale Consultant Canadian
Director 142, rue Cuttle
P.O. Box 89
Mont-Tremblant, Quebec J0T 1Z0
Richard J. Currie President Canadian
Director George Weston Limited
22 St. Clair Avenue East, Suite 2001
Toronto, Ontario M4T 2S7
Jeannine Guillevin Wood Company director Canadian
Director 3555, ch. Cote-des-Neiges, Suite 210
Montreal, Quebec H3H 1V2
Gerald J. Maier Chairman of the Board Canadian
Director TransCanada PipeLines Limited
2900, 240 Fourth Avenue S.W.
Calgary, Alberta T2P 4L7
John H. McArthur Member of the Faculty Canadian
Director School of Business Administration
Harvard University
Soldiers Field, Fowler House 32
Boston, Massachusetts, U.S.A. 02163
J. Edward Newall Vice-Chairman and Chief Executive Officer Canadian
Director NOVA Corporation Ltd.
801 -7th Avenue S.W.
P.O. Box 2535, Station M
Calgary, Alberta T2P 2N6
Ronald W. Osborne President Canadian
Director and Officer BCE
Guy Saint-Pierre Chairman of the Board Canadian
Director Groupe SNC-Lavalin Inc.
455, boul. Rene-Levesque Ouest, 21(e) etage
Montreal, Quebec H2Z 1Z3
Louise B. Vaillancourt Company director Canadian
Director 115, ch. Cote Sainte-Catherine, app.702
Montreal, Quebec H2V 4R3
Lynton R. Wilson Chairman and Chief Executive Officer Canadian
Director and Officer BCE
Victor L. Young Chairman and Chief Executive Officer Canadian
Director Fishery Products International Limited
70 O'Leary Avenue
P.O. Box 550
St. John's, Newfoundland A1C 5L1
Frederick J. Andrew Vice-President and Treasurer Canadian
Officer BCE
Thomas J. Bourke Group Vice-President, Canadian
Officer Directories of BCE;
President and Chief Executive Officer
Tele-Direct (Publications) Inc.
1600, boul. Rene-Levesque Ouest
Suite 1850
Montreal, Quebec H3H 1P9
Josef J. Fridman Senior Vice-President, Law Canadian
Officer and Corporate Secretary
BCE
David A. Lazzarato Vice-President and Comptroller Canadian
Officer BCE
Peter J.M. Nicholson Senior Vice-President, Corporate Strategy Canadian
Officer BCE
Peter M. Sharpe Vice-President, Corporate Services Canadian
Officer BCE
</TABLE>
Exhibit Q
INTERNATIONAL VERIFACT INC.
-and-
BCE INVESTMENTS (CANADA) INC.
-and-
NELSON DOUBLEDAY
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SHARE PURCHASE AGREEMENT
September 13, 1996
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THIS SHARE PURCHASE AGREEMENT is made as of the 13th day of September,
1996.
B E T W E E N:
INTERNATIONAL VERIFACT INC., a corporation governed by the laws of
Canada,
(the "Purchaser"),
-and-
BCE INVESTMENTS (CANADA) INC., a corporation governed by the laws of
Canada,
("BCEI"),
-and-
NELSON DOUBLEDAY, an individual resident in the State of Florida,
United States of America,
("Doubleday").
RECITALS:
WHEREAS BCEI and Doubleday (collectively, the "Vendors") are the
registered and beneficial owners of the BCEI Shares and the Doubleday Shares,
respectively, (collectively, the "Purchased Shares");
AND WHEREAS the Vendors have agreed to sell to the Purchaser and the
Purchaser has agreed to purchase from the Vendors the Purchased Shares on the
terms and conditions contained in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the
agreements, payments, representations and warranties and covenants hereinafter
set forth and provided for, and for such other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
ARTICLE 1
DEFINITIONS AND PRINCIPALS OF INTERPRETATION
1.1 Definitions: Whenever used in this Agreement and in the
recitals hereto, unless there is something inconsistent in the subject matter
or context, the following words and phrases shall have the meanings set out
below:
"Agreement" means this Share Purchase Agreement, including all documents
and/or instruments supplementing or amending or confirming this Agreement and
references to Articles or Sections mean and refer to the specified Articles
and Sections of this Agreement;
"Balance Sheets" means the balance sheets of the Purchaser as at June 30, 1996
and December 31, 1995 forming part of the Financial Statements;
"BCEI" has the meaning attributed thereto above;
"BCEI Shares" means 1,261,263 Shares registered in the name of and
beneficially owned by BCEI;
"Business" means the business currently and heretofore carried on by the
Corporation consisting of the design, development, integration, marketing,
operation and maintenance of electronic payment systems for use in retail
applications, including software products used to perform some or all of the
tasks involved in electronic payment transactions including the collection of
payment-related data at the point of sale; the secure transmission of this
data to a processing computer; the authorization of the transaction; the
collection of the completed transactions; and the processing of these
transactions for accountability, funds management and reporting reasons. The
Corporation's business also includes the provision of support services
relating to the deployment and on-going operation of these systems;
"Business Day" means a day, other than a Saturday or Sunday, on which Canadian
chartered banks are open for business in Toronto, Canada during normal banking
hours;
"Claims" means any claim, demand, action, cause of action, damage, loss, cost,
liability or expense, including, without limitation, reasonable professional
fees and all costs incurred in investigating or pursuing any of the foregoing
or any proceeding relating to any of the foregoing;
"Closing" means the completion of the sale to and the purchase by the
Purchaser of the Purchased Shares hereunder in accordance with Article 2
hereof;
"Closing Date" means September 13, 1996 or such later date as may be mutually
agreed between the Parties, such date to be no later than September 30, 1996,
save by mutual consent;
"Closing Time" means 12:00 p.m., Toronto time, on the Closing Date, or such
other time on such date as the Parties may agree in writing as the time at
which the Closing shall take place;
"Corporation" means National Transaction Network, Inc., a Delaware corporation;
"Doubleday" has the meaning attributed thereto above;
"Doubleday Shares" means 1,465,177 Shares registered in the name of and
beneficially owned by Doubleday;
"Encumbrance" means any encumbrance, lien, charge, pledge, mortgage, title
retention agreement, security interest of any nature, adverse claim,
exception, reservation, easement, right of occupation, any matter capable of
registration against title, option, right of preemption, privilege or any
contract to create any of the foregoing;
"Filing" means the filing, recording or submission of the Offering Documents,
forms, reports and all other documents required to be filed, recorded or
submitted by applicable Canadian and/or U.S. securities laws, as the case may
be;
"Financial Statements" means (i) the audited financial statements of the
Corporation for the fiscal year ended December 31, 1995, consisting of a
balance sheet as at December 31, 1995 and the statement of operations, the
statement of stockholders' equity (deficiency) and the statement of cash flow
and all notes thereto as reported upon by Deloitte & Touche LLP and (ii) the
unaudited financial statements of the Corporation for the quarterly period
ended June 30, 1996, consisting of the balance sheet as at June 30, 1996 and
the statements of operations and cash flow and all notes thereto;
"Governmental Authorities" means any government, regulatory authority,
governmental department, agency, commission, board, tribunal, crown
corporation, or court or other law, rule or regulation-making entity having or
purporting to have jurisdiction on behalf of any nation, province, territory,
state or any municipality thereof, district or any other subdivision thereof;
"Laws" means all applicable published laws, by-laws, rules, regulations,
orders, ordinances, protocols, codes, guidelines, policies, notices,
directions, directives and judgments or other requirements of any Governmental
Authorities;
"NASDAQ" means The Nasdaq National Market;
"Notice" shall have the meaning attributed thereto in Section 15.1;
"Offering" has the meaning attributed thereto in Section 9.4;
"Offering Document" means, as applicable, a prospectus (including a short-form
prospectus, a shelf prospectus or a summary prospectus), a preliminary
prospectus, a registration statement filed with the U.S. Securities and
Exchange Commission, the document(s), if any, incorporated by reference in any
of the foregoing, and any supplement or amendment of or to any of the
foregoing;
"Parties" means all the parties to this Agreement and "Party" means any one of
them;
"Person" means any individual, sole proprietorship, partnership,
unincorporated association, unincorporated syndicate, unincorporated
organization, trust, body corporate, Governmental Authority, and a natural
person in such person's capacity as trustee, executor, administrator or other
legal representative;
"Purchase Price" has the meaning attributed thereto in Article 3;
"Purchase Price Shares" shall have the meaning attributed thereto in Section
3.2;
"Purchased Shares" shall have the meaning attributed thereto in the Recitals
and, for greater certainty, means 2,726,440 Shares;
"Purchaser" has the meaning attributed thereto above;
"Shares" means shares of Common Stock, par value U.S. $0.15 per share of the
Corporation;
"TSE" means The Toronto Stock Exchange;
"Underwriters" includes a Person who undertakes to sell shares on a "firm
underwriting" or "best efforts" basis;
United States" or "U.S." means the United States of America; and
"Vendors" shall have the meaning attributed thereto in the Recitals.
1.2 Certain Rules of Interpretation: In this Agreement:
(a) Time - time is of the essence in the performance of the
Parties' respective obligations under this Agreement;
(b) Currency - unless otherwise specified, all references to dollar
amounts in this Agreement are to the lawful currency of Canada;
(c) Headings - descriptive headings of Articles and Sections are
inserted solely for convenience of reference and are not
intended as complete or accurate descriptions of the content of
such Articles or Sections;
(d) Gender and Number - the use of words in the singular or plural,
or with a particular gender, shall not limit the scope or
exclude the application of any provision of this Agreement to
such Person or Persons or circumstances as the context
otherwise permits; and
(e) Business Day - whenever any payment is to be made or action to
be taken under this Agreement on a day other than a Business
Day, such payment shall be made or action taken on the next
Business Day following such day.
1.3 Knowledge: Any reference to the knowledge of any Party shall
be to the best of the knowledge, information and belief of such Party, without
making any special inquiry solely for the purpose of the transactions
contemplated by this Agreement, provided that where an officer or an agent of
such Party is a director and/or officer of the Corporation, knowledge shall be
limited to the knowledge that a reasonable and prudent Person in such position
and/or office, as the case may be, would reasonably be expected to have.
1.4 Entire Agreement: This Agreement and the agreements and other
documents to be delivered pursuant to this Agreement constitute the entire
agreement between the Parties pertaining to the subject matter of this
Agreement and this Agreement supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the Parties, and
there are no warranties, representations or other agreements between the
Parties in connection with the subject matter of this Agreement except as
specifically set forth in this Agreement and any documents delivered pursuant
to this Agreement. No supplement, modification or waiver or termination of
this Agreement shall be binding unless executed in writing by the Party to be
bound thereby.
1.5 Applicable Law: This Agreement shall be construed in
accordance with the laws of the Province of Ontario and the federal of laws of
Canada applicable therein, and shall be treated, in all respects, as an
Ontario contract.
1.6 Accounting Principles: Unless otherwise expressly provided
herein, all references to generally accepted accounting principles mean to
U.S. generally accepted accounting principles.
ARTICLE 2
TRANSACTIONS AND CLOSING
2.1 Actions by Vendors and Purchaser: Subject to all of the terms
and conditions of this Agreement and in reliance upon the representations and
warranties and covenants contained herein, at the Closing Time, the Parties
hereto shall cause the transactions and events described below to be completed:
2.1.1 Sale and Purchase:
(a) Sale and Purchase of Purchased Shares: The Vendors shall sell
to the Purchaser and the Purchaser shall purchase from the
Vendors the Purchased Shares for the Purchase Price payable, as
provided in this Agreement;
(b) Payment of Purchase Price: The Purchase shall deliver to the
Vendors the Purchase Price for the Purchased Shares, as
provided in Section 3.2; and
(c) Transfer and Delivery of Purchased Shares: The Vendors shall
(i) transfer and deliver to the Purchaser share certificates
representing the Purchased Shares duly endorsed in blank for
transfer, or accompanied by irrevocable security transfer
powers of attorney duly executed in blank, in either case by
the holders of record and shall take such steps as shall be
necessary to permit the Corporation to enter the Purchaser upon
the books of the Corporation as the holder of the Purchased
Shares and to issue or cause to be issued one or more share
certificates to the Purchaser representing the Purchased Shares
and (ii) execute and deliver to the Purchaser all such
assignments, instruments of transfer, deeds, assurances,
consents and other documents as shall be necessary to
effectively transfer to the Purchaser the Purchased Shares.
2.2 Place of Closing: The Closing shall take place at the Closing
Time at the offices of the Purchaser's counsel, Messrs. Meighen Demers, Suite
1100, 200 King Street West, Toronto, Ontario, or at such other place as may be
agreed upon by the Parties.
ARTICLE 3
PURCHASE PRICE
3.1 Purchase Price: The purchase price payable by the Purchaser
for the purchase of the Purchased Shares (the "Purchase Price"), exclusive of
all applicable sales and transfer taxes, shall be the amount of U.S.
$1,254,162.40 (U.S. $0.46 per Purchased Share).
3.2 Satisfaction of Purchase Price:
At the Closing Time, the Purchaser shall satisfy the Purchase Price
by the issue from treasury of such number of previously unissued common shares
of the Purchaser (the "Purchase Price Shares") having an aggregate market
value of U.S. $1,254,162.40 to the Vendors. For greater certainty, the number
of Purchase Price Shares to be issued by the Purchaser in satisfaction of the
Purchase Price shall be equal to the quotient obtained by dividing the
Purchase Price by the market value (as defined below) per Purchase Price
Share. At the Closing Time, the Purchaser shall deliver to each of the
Vendors share certificates registered in the name of each of the Vendors
representing the Purchase Price Shares to which each Vendor is entitled. For
greater certainty, the proportion of the Purchase Price Shares to be delivered
at the Closing Time to each of BCEI and Doubleday shall be in the following
percentages: as to 46.26%, to BCEI and as to 53.74%, to Doubleday. For the
purpose of calculating the number of Purchase Price Shares to be issued by the
Purchaser to the Vendors in satisfaction of the Purchase Price in this Section
3.2, "market value" per Purchase Price Share shall be the greater of (A) the
closing price of the Purchaser's common shares on the TSE on the day prior to
the Closing Date (converted into U.S. currency at the noon spot rate of the
Bank of Canada on the day prior to the Closing Date) and (B) the weighted
average of the highest and the lowest prices for the common shares of the
Purchaser on the TSE for the five (5) trading days preceding the Closing Date
(converted into U.S. currency at the noon spot rate of the Bank of Canada on
the day prior to the Closing Date). For the purposes of this section 3.2, in
the event that the calculation of market price would result in the issuance by
the Purchaser to the Vendors of a fraction of a Purchase Price Share, any such
fraction shall be rounded down such that no fractions of Purchase Price Shares
shall be issuable by the Purchaser.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE VENDORS
The Vendors hereby jointly and severally represent and warrant to the
Purchaser as follows and acknowledge that the Purchaser is relying on such
representations and warranties in connection with its execution and delivery
of this Agreement and the completion of the transactions contemplated by this
Agreement:
4.1 Incorporation and Organization: The Corporation has been duly
incorporated and organized and is validly existing and, to our knowledge, in
good standing (in respect of the filing of annual returns where applicable or
other information filings under applicable corporations information
legislation) under the laws of the State of Delaware and, to our knowledge,
has all requisite corporate power and authority under such laws to carry on
its business as now conducted and to own, lease and operate its properties and
assets. To our knowledge, no proceedings have been instituted or are pending
for the dissolution or liquidation of the Corporation or threatening its
existence.
4.2 Conduct of Business: To our knowledge, the Corporation has
conducted and is conducting its business in compliance in all material
respects with all applicable Laws of each jurisdiction in which its business
is carried on and has all necessary licenses, permits, authorizations and
other approvals necessary to permit it to carry on its business as now
conducted and to own, lease and operate its properties and assets, except
where the absence of such power and authority or the failure to make any
filing or obtain any license, lease, permit, authorization or other approval
would not result in a material adverse change to the Corporation.
4.3 Capitalization: The authorized capital of the Corporation
consists of 6,666,667 Shares and 5,000,000 Preferred Shares, of which, as at
June 30, 1996, 3,248,606 Shares and no Preferred Shares were issued and
outstanding and all such securities are validly issued and outstanding as
fully paid and non-assessable; as at June 30, 1996, options to acquire an
aggregate of 640,738 Shares have been granted to directors, officers and
employees of the Corporation.
4.4 No Issue of Shares or Convertible Securities: Except as
disclosed in Section 4.3 and the Disclosure Documents (as hereinafter defined)
and as contemplated in this Agreement, no Person has any agreement or option,
or right or privilege (whether pre-emptive or contractual) capable of becoming
an agreement (including convertible securities and warrants) for the purchase,
subscription or issuance of any unissued shares, securities or warrants of the
Corporation.
4.5 No Subsidiaries: The Corporation does not have any
subsidiaries (as the term "subsidiary" is defined in the Canada Business
Corporations Act), any agreements of any nature to acquire, directly or
indirectly, any shares in the capital of or other equity or proprietary
interests in any Person or any agreements to acquire or lease any other
business operations, which agreements and interests are in excess of $50,000,
individually or in the aggregate.
4.6 Disclosure Documents: To our knowledge, since the respective
dates as of which information is given in the Corporation's Annual Report for
the fiscal year ended December 31, 1995, Form 10-K for the fiscal year ended
December 31, 1995, Form 10-Q for the quarterly periods ended March 31, 1996
and June 30, 1996, any press releases issued by the Corporation since December
31, 1995 provided by the Vendors to the Purchaser and Proxy Statement dated
April 25, 1996 (collectively the "Disclosure Documents"), except as may
otherwise be stated therein, there has been no material adverse change in the
business, affairs, or financial or other condition of the Corporation.
4.7 No Material Omissions or Misrepresentations: To our knowledge,
none of the Disclosure Documents omit to disclose any facts relating to the
Corporation which would reasonably be expected to be material to a prospective
purchaser of the Purchased Shares. To our knowledge, none of the Disclosure
Documents contains an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements made, in the light of
the circumstances under which they were made, not misleading.
4.8 No Material Adverse Information: To our knowledge, there is no
material adverse information in regard to the current and prospective
business, operations or capital of the Corporation which has not been
generally disclosed.
4.9 Financial Statements: The Financial Statements fairly present
the financial position and condition of the Corporation as at the respective
dates thereof, reflect all material liabilities (absolute, accrued, contingent
or otherwise) of the Corporation as at the respective dates thereof required
to be disclosed therein, fairly present the results of the operations of the
Corporation for the respective periods covered thereby and have been prepared
in accordance with United States generally accepted accounting principles
applied on a consistent basis.
4.10 Transfer Agent: State Street Bank & Trust Company (or Boston
Equiserv Limited Partnership), at its principal office in the City of Boston,
Massachusetts, has been duly appointed transfer agent and registrar for the
Shares.
4.11 No Breach, etc.: To our knowledge, the Corporation is not in
default or breach of, and the execution and delivery by the Vendors of this
Agreement, and the performance and compliance with the terms thereof will not
result in any breach of, or be in conflict with or constitute a default under,
or create a state of facts which after notice or lapse of time, or both, would
constitute a default by the Corporation under any Law applicable to the
Corporation or any license, permit or other instrument granted or issued to
the Corporation, any term or provision of the constating documents or by-laws
of the Corporation, any resolutions passed or consented to by the directors or
shareholders of the Corporation or any mortgage, note, indenture, contract,
deed of trust, agreement (written or oral), or other document to which the
Corporation is a party or by which it is bound, or any judgment, decree,
order, statute, rule or regulation of any arbitrator, stock exchange or
securities regulatory authority applicable to the Corporation which, if
breached, would have a material adverse effect on the condition (financial or
otherwise), business, properties or results of operations of the Corporation.
4.12 No Litigation, etc.: Except as disclosed in the Disclosure
Documents, to our knowledge, there is no action, suit, enquiry, investigation
or other proceeding, formal or informal, pending or, to the knowledge of the
Vendors, threatened against or affecting the Corporation, at law or in equity,
or before or by any Governmental Authority, domestic or foreign, which is
reasonably likely, individually or in the aggregate, to have a material
adverse effect on the condition (financial or otherwise) of the Corporation or
which questions or could question the validity of the transactions
contemplated by this Agreement or any action taken or to be taken by the
Vendors pursuant to or in connection with this Agreement.
4.13 Dividends: There is not, in the constating documents or
by-laws of the Corporation or, to our knowledge, in any agreement, mortgage,
note, debenture, indenture or other instrument or document to which the
Corporation is a party or by which it may be bound, any restriction upon or
impediment to the declaration or payment of dividends by the directors of the
Corporation.
4.14 Taxes: To our knowledge, the Corporation has duly filed all
tax returns required to be filed by it, has paid all taxes due and payable by
it and has paid all assessments and re-assessments and all other taxes,
governmental charges, penalties, interest and other fines due and payable by
it and which are claimed by any Governmental Authority to be due and owing, and
adequate provision has been made for taxes payable for any completed fiscal
period for which tax returns have not yet been field or are not yet required
to be filed; to our knowledge, there are no agreements, waivers or other
arrangements providing for an extension of time with respect to the filing of
any tax return or payment of any tax, governmental charge or deficiency by the
Corporation in respect of any taxes, governmental charges or assessments
asserted by any such authority.
4.15 Regulatory Approvals: Except as may be contemplated by this
Agreement, no governmental or regulatory authorization, approval, order,
consent or filing is required on the part of the Vendors, in connection with
the execution, delivery and performance of this Agreement or any other
documents and agreements to be delivered under this Agreement or the
performance of the Vendors' respective obligations under this Agreement or any
other documents and agreements to be delivered under this Agreement.
4.16 No Cease Trade Orders: No order suspending the sale or ceasing
the trading of the Shares of the Corporation, including the Purchased Shares,
has been issued by an Governmental Authority in the United States or elsewhere
and no proceedings for such purpose are pending or threatened.
4.17 Stock Exchange Listings: The Shares are listed on the pink
sheets of the National Quotations Bureau, Inc. and are included on the OTC
Bulletin Board, and, to our knowledge, the Corporation's listing on such stock
quotation boards are in good standing and in compliance with all continued
listing requirements of such stock quotation boards and, at Closing, there
shall be no halt in the trading of the Corporation's Shares imposed by such
stock quotation board.
4.18 Business of the Corporation: The Business is the only business
operation carried on by the Corporation and, to our knowledge, the property
and assets owned or leased by the Corporation are sufficient to carry on the
Business. To our knowledge, all of the property and assets owned and used by
the Corporation are in good operating condition and are in a state of good
repair and maintenance.
4.19 No Expropriation: To our knowledge, no property or asset of
the Corporation has been taken or expropriated by any Governmental Authority
nor has any notice or proceeding in respect thereof been given or commenced
nor are the Vendors aware of any intent or proposal to give any such notice or
commence any such proceeding.
4.20 Consents and Approvals: To our knowledge, there is no
requirement under any agreement, instrument or commitment (written or oral)
relating to the Business or the Corporation to which the Corporation is a
party or by which it is bound to give any notice to, or to obtain the consent
or approval of, any party to such agreement, instrument or commitment (written
or oral) relating to the consummation of the transactions contemplated by this
Agreement.
4.21 Absence of Unusual Transactions: To our knowledge, except as
contemplated by this Agreement, since the date of the Balance Sheets, there
has not been any material change in the financial condition, operations or
prospects of the Corporation, and the Corporation has not, other than in the
ordinary course of its business:
(a) transferred, assigned, sold or otherwise disposed of any of the
assets shown or reflected in the Balance Sheets or canceled any debts
or entitlements;
(b) incurred or assumed any material liabilities or obligations whether
accrued, absolute, contingent or otherwise;
(c) discharged or satisfied any Encumbrance or paid any material
obligation or liability (fixed or contingent);
(d) suffered any extraordinary loss, waived or omitted to take any action
in respect of any rights of substantial value, or entered into any
commitment or transaction where such loss, rights, commitment or
transaction is or would be material in relation to the Corporation;
(e) hired or dismissed any employees, or granted any bonuses, whether
monetary or otherwise, or made any general wage or salary increases
in respect of its employees, or changed the terms of employment for
any employee;
(f) mortgaged, pledged, subjected to lien, granted a security interest in
or otherwise encumbered any of its assets or property, whether
tangible or intangible;
(g) directly or indirectly, declared or paid any dividends or declared or
made any other payments or distributions on or in respect of any of
its capital stock and has not, directly or indirectly, purchased or
otherwise acquired any of its capital stock; or
(h) authorized, agreed or otherwise become committed to do any of the
foregoing.
4.22 Lease for Corporation's Premises: The Corporation has not
entered into and will not, prior to Closing, enter into any new commitment or
agreement (written or oral) for the lease of office and/or plant space for the
Corporation, including any renewal commitment or agreement (written or oral)
in respect of premises currently leased by the Corporation, without the prior
written consent of the Purchaser.
4.23 Protection of the Corporation's Software, etc.: All of the
software and source codes material to the products and services and necessary
for the operations of the Business have been maintained, recorded and
preserved by the Corporation and are being safekept in accordance with
industry standards and in the ordinary course of the business and affairs of
the Corporation and, for greater certainty, in accordance with the procedures
set out in Schedule 4.23 annexed hereto.
4.24 No Loans to Directors, etc.: The Corporation has made no loans
or advances individually or on the aggregate in excess of $35,000, of any
nature whatsoever which are outstanding to any director, officer, shareholder
or employee of the Corporation or to any Person with which it or any of the
foregoing do not deal at arm's length.
4.25 Restrictive Covenants: To our knowledge, the Corporation is
not a party to or bound or affected by any commitment, agreement or document
containing any covenant expressly limiting the freedom of the Corporation to
compete in any line of business, transfer or move any of its assets or
operations or which adversely affects the business practices, operations or
conditions of the Corporation or the continued operation of the Business.
4.26 Certificate of Incorporation and By-Laws: The certificate of
incorporation and by-laws of the Corporation, including any and all
amendments, have been delivered or made available to the Purchaser and such
certificate and by-laws as so amended are in full force and effect and no
amendments are being made to the same.
4.27 Books of Account: To our knowledge, the books and records of
the Corporation fairly present and disclose the financial position of the
Corporation as at the relevant dates and all material financial transactions
of the Corporation have been accurately recorded in such books and records.
4.28 Full Disclosure: To our knowledge, all information which has
been provided to the Purchaser by the Corporation relating to the Corporation
is true and correct in all material respects and no material fact or facts
have been omitted therefrom which would make such information misleading.
There has been no event, transaction or information which has come to the
attention of the Vendors or, to our knowledge, the Corporation that has not
been disclosed to the Purchaser in writing which could reasonably be expected
to have a material adverse effect on the assets, properties, condition
(financial or otherwise) or prospects of the Corporation.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BCEI
BCEI hereby represents and warrants to the Purchaser as follows and
acknowledges that the Purchaser is relying on such representations and
warrants in connection with its execution and delivery of this Agreement and
the completion of the transactions contemplated by this Agreement:
5.1 Incorporation and Organization: BCEI is a corporation duly
incorporated and validly existing under the laws of Canada. No proceedings
have been instituted or are pending for the dissolution or liquidation of BCEI
or threatening its existence.
5.2 Due Authorization: BCEI has all necessary corporate power,
authority and capacity to enter into this Agreement and to carry out its
obligations under this Agreement. Each of this Agreement and the agreements,
contracts and instruments required by this Agreement to be delivered by BCEI
at the Closing has been or will be, prior to the Closing Time, duly authorized
by all necessary corporate action on the part of BCEI. This Agreement has
been duly executed and delivered by BCEI and is a valid and binding obligation
of BCEI, enforceable against it in accordance with its terms, subject to the
usual exceptions as to bankruptcy, insolvency and other laws affecting the
enforcement of creditors' rights generally and the availability of equitable
remedies. At the Closing, all documents executed by BCEI will be duly
executed and delivered and will be valid and binding obligations of BCEI,
enforceable against it in accordance with their respective terms, subject to
the usual exceptions as to bankruptcy, insolvency and other laws affecting the
enforcement of creditors' rights generally and the availability of equitable
remedies.
However, notwithstanding anything to the contrary in this Agreement
and in related documents, BCEI makes no representations or warranties as to
the validity, binding nature or enforceability of this Agreement or of all
documents executed by BCEI insofar as such validity, binding nature or
enforceability may be affected by the application of the takeover bid
requirements under the Securities Act (Ontario).
5.3 Title to the BCEI Shares: BCEI is the sole registered and
beneficial owner of the BCEI Shares, with good and marketable title thereto,
free and clear of all Encumbrances and is exclusively entitled to hold and
transfer the BCEI Shares. Except for that certain voting agreement dated
October 5, 1989 between the Corporation, BCE Venture Capital Inc., the
Purchaser, Doubleday, Roger C. Hitchcock and Thomas F. Galloway, none of the
BCEI Shares is subject to any voting trust, shareholders' agreement or voting
agreement. Upon completion of the transaction contemplated by this Agreement,
all of the BCEI Shares will be beneficially owned by the Purchaser, with a
good and marketable title thereto (except for such Encumbrances as may have
been granted by the Purchaser).
5.4 Securities Law Exemptions: In connection with the issuance by
the Purchaser to BCEI of the Purchase Price Shares to which BCEI is entitled,
BCEI represents and warrants and acknowledges that:
(a) BCEI is acquiring the Purchase Price Shares as principal for its own
account and not for the benefit of any other person for an aggregate
acquisition cost of not less that $150,000;
(b) BCEI was not created or established solely to permit the acquisition
by it of the Purchase Price Shares under the exemptions from
prospectus requirements contained under applicable Canadian
securities legislation;
(c) BCEI is acquiring the Purchase Price Shares for investment purposes
only and not with a view to resale or distribution;
(d) BCEI has not been furnished with any offering documents or any other
document which appears or purports to describe the business and
affairs of the Purchaser and which was (or appears or purports to
have been) prepared primarily for delivery and review by prospective
investors of the Purchaser to assist such investors to make an
investment decision;
(e) the acquisition by BCEI of the Purchase Price Shares was not
accompanied by, nor is BCEI aware of any advertisement in printed
media of general and regular paid circulation, radio or television
relating to the Purchase Price Shares; and
(f) BCEI acknowledges and agrees that the issuance and delivery of the
Purchase Price Shares to it is conditional upon such issuance being
exempt from the prospectus filing requirements and the delivery of an
offering memorandum requirements of any applicable Canadian
securities legislation and further acknowledges that the Purchaser
may be required to disclose to applicable securities regulatory
authorities and to the TSE the identity of the beneficial purchasers
of the Purchase Price Shares. BCEI also acknowledges that the
Purchase Price Shares will be subject to resale restrictions under
applicable securities legislation and policies and the policies of
the TSE and hereby agrees that it will comply with all relevant
securities legislation and policies and the policies of the TSE
concerning any resale of the Purchase Price Shares and will consult
with its legal advisers with respect to complying with all
restrictions applying to any resale of the Purchase Price Shares.
5.5 Options: No Person has (except for the Purchaser) any
agreement or option, right or privilege (whether pre-emptive or contractual)
capable of becoming an agreement for the purchase from BCEI of all or any part
of the BCEI Shares.
5.6 Absence of Conflicting Agreements: BCEI is not a party to,
bound or affected by or subject to any indenture, mortgage, lease, agreement,
obligation, instrument, charter or by-law provision, or Law which would be
violated, contravened, breached by, or under which default would occur or an
Encumbrance would be created as a result of the execution and delivery of this
Agreement or any other agreement to be entered into under the terms of this
Agreement, or the performance by BCEI of any of its obligations under this
Agreement or any other documents and agreements to be delivered under this
Agreement.
5.7 Residency: BCEI is a resident of Canada for the purposes of
the Income Tax Act (Canada).
5.8 Brokerage Fees, etc.: There is no Person acting or purporting
to act for BCEI entitled to any brokerage or finder's fee in connection with
this Agreement or any of the transactions contemplated herein and, in the
event any Person acting or purporting to act for BCEI establishes a claim for
any such fee from the Purchaser, BCEI covenants to indemnify and hold harmless
the Purchaser with respect thereto and with respect to all costs reasonably
incurred in defence thereof.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF DOUBLEDAY
Doubleday hereby represents and warrants to the Purchaser as follows
and acknowledges that the Purchaser is relying on such representations and
warranties in connection with its execution and delivery of this Agreement and
the completion of the transactions contemplated by this Agreement:
6.1 Enforceability of Obligations: This Agreement has been duly
executed and delivered by Doubleday and is a valid and binding obligation of
Doubleday, enforceable against him in accordance with its terms, subject to
the usual exceptions as to bankruptcy, insolvency and other laws affecting the
enforcement of creditors' rights generally and the availability of equitable
remedies. At the Closing, all documents executed by Doubleday will be duly
executed and delivered and will be valid and binding obligations of Doubleday,
enforceable against him in accordance with their respective terms, subject to
the usual exceptions as to bankruptcy, insolvency and other laws affecting the
enforcement of creditors' rights generally and the availability of equitable
remedies.
6.2 Title to the Doubleday Shares: Doubleday is the sole
registered and beneficial owner of the Doubleday Shares, with good and
marketable title thereto, free and clear of all Encumbrances and is
exclusively entitled to hold and transfer the Doubleday Shares. None of the
Doubleday Shares is subject to any voting trust, shareholders' agreement or
voting agreement. Upon completion of the transaction contemplated by this
Agreement, all of the Doubleday Shares will be owned by the Purchaser as the
beneficial owner of record, with a good and marketable title thereto (except
for such Encumbrances as may have been granted by the Purchaser).
6.3 Options: No Person has (except for the Purchaser) any
agreement or option, right or privilege (whether pre-emptive or contractual)
capable of becoming an agreement for the purchase from Doubleday of all or any
part of the Doubleday Shares.
6.4 Absence of Conflicting Agreements: Doubleday is not a party
to, bound or affected by or subject to any indenture, mortgage, lease,
agreement, obligation, instrument, charter or by-law provision, or Law which
would be violated, contravened, breached by, or under which default would
occur or an Encumbrance would be created as a result of the execution and
delivery of this Agreement or any other agreement to be entered into under the
terms of this Agreement, or the performance by Doubleday of any of its
obligations under this Agreement or any other documents and agreements to be
delivered under this Agreement.
6.5 Residency: Doubleday is not a resident of Canada for the
purposes of the Income Tax Act (Canada).
6.6 Securities Law Exemptions: Doubleday acknowledges that the
offering and exchange of the Purchase Price Shares pursuant hereto are
intended to be exempt from registration under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"). In furtherance thereof,
Doubleday represents and warrants to the Purchaser that:
(a) Doubleday is an "Accredited Investor" as defined in Rule 501
Regulation D promulgated under the U.S. Securities Act;
(b) Doubleday: (A) has the financial ability to bear the economic risk of
his investment in the Purchase Price Shares to be acquired pursuant
hereto, (B) can bear a total loss of his investment therein at this
time, (C) has no need for liquidity with respect to his investment
therein and (D) has adequate means for providing for his current
needs and personal contingencies;
(c) Doubleday has such knowledge and experience in financial and business
matters that Doubleday is capable of evaluating the merits and risks
of such investment;
(d) Doubleday understands and has evaluated the merits and risks of an
exchange of the Doubleday Shares for the Purchase Price Shares to be
acquired by Doubleday;
(e) Doubleday has been given the opportunity to ask questions of, and
receive answers from, the Purchaser concerning the terms and
conditions of the offering of the Purchase Price Shares to be
acquired by him in exchange for the Doubleday Shares to be exchanged
by Doubleday and of other matters pertaining to an investment in such
Purchase Price Shares, and has been given the opportunity to obtain
such additional information necessary to verify the accuracy of the
information provided in order for Doubleday to evaluate the merits
and risks of an exchange of the Purchase Price Shares to be acquired
by him and Doubleday has not been furnished with any offering
material in connection therewith;
(f) Doubleday has been advised that the Purchase Price Shares to be
acquired pursuant hereto have not been registered under the U.S.
Securities Act or any state securities or blue sky laws and,
therefore, cannot be resold unless they are registered under such
laws or unless an exemption from registration thereunder is
available. Doubleday is obtaining such Purchase Price Shares for his
own account for investment, and not with a view to, or for resale in
connection with the distribution thereof, and has no present
intention of distributing or reselling any thereof; and
(g) Doubleday is aware of and familiar with the restrictions imposed on
the transfer by Doubleday of any Purchase Price Shares, including,
without limitation, restrictions imposed under any applicable U.S.
federal or state securities legislation and policies and the policies
of the TSE; and
(h) Doubleday acknowledges that the Purchaser may be required to disclose
to applicable securities regulatory authorities and to the TSE the
identity of the beneficial purchasers of the Purchase Price Shares.
Doubleday also acknowledges that it will comply with all relevant
securities legislation and policies and the policies of the TSE
concerning any resale of the Purchase Price Shares and will consult
with is legal advisers with respect to complying with all
restrictions applying to any resale of the Purchase Price Shares.
6.7 Brokerage Fees, etc.: There is no Person acting or purporting
to act for Doubleday entitled to any brokerage or finder's fee in connection
with this Agreement or any of the transactions contemplated herein and, in the
event any Person acting or purporting to act for Doubleday establishes a claim
for any such fee from the Purchaser, Doubleday covenants to indemnify and hold
harmless the Purchaser with respect thereto and with respect to all costs
reasonably incurred in the defence thereof.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchasers hereby represents and warrants to the Vendors as
follows and acknowledges that the Vendors are relying on such representations
and warranties in connection with their execution and delivery of this
Agreement and the completion of the transactions contemplated by this
Agreement:
7.1 Incorporation and Organization: The Purchaser is a corporation
duly continued and validly existing under the laws of Canada. No proceedings
have been instituted or are pending for the dissolution or liquidation of the
Purchaser or threatening its existence.
7.2 Due Authorization: The Purchaser has all necessary corporate
power, authority and capacity to enter into this Agreement and to carry out
its obligations under this Agreement including, without limitation, the
issuance by the Purchaser of the Purchase Price Shares to the Vendors. The
execution and delivery of this Agreement and all other documents required to be
executed and delivered by the Purchaser at the Closing, and the consummation
of the transactions contemplated under this Agreement have been or will at the
Closing Time have been duly authorized by all necessary corporate action of
the Purchaser.
7.3 Enforceability of Obligations: This Agreement and all other
documents to be executed and delivered by the Purchaser at the Closing
constitute valid and binding obligations of the Purchaser, enforceable against
it in accordance with their respective terms, subject to the usual exceptions
as to bankruptcy, insolvency and other laws affecting the enforcement of
creditors' rights generally and the availability of equitable remedies.
7.4 Disclosure Documents: Since the respective dates as of which
information is given in the Purchaser's Annual Report for the fiscal year
ended December 31, 1995, unaudited interim financial statements for the
periods ended March 31, 1996 and June 30, 1996 and Management Information
Circular dated February 29, 1996 (collectively the "Purchaser Disclosure
Documents"), except as may otherwise be stated therein, there has been no
material adverse change in the business, affairs, financial or other condition
of the Purchaser. None of the Purchaser Disclosure Documents contains an
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements made, in the light of the circumstances under
which they were made, not misleading.
7.5 Absence of Conflicting Agreements: The Purchaser is not a
party to, bound or affected by or subject to any indenture, mortgage, lease,
agreement, obligation, instrument, charter or by-law provision, or Law which
would be violated, contravened or breached by, or under which any default
would occur or an Encumbrance would be created as a result of the execution
and delivery by it of this Agreement or the performance by it of any of the
terms of this Agreement.
7.6 Capitalization: The authorized capital of the Purchaser
consists of an unlimited number of common shares, 1,200,000 Preferred Shares,
Series A and an unlimited number of preferred shares, issuable in series, of
which, as at August 31, 1996, 6,965,090 common shares in the capital of the
Purchaser are issued and outstanding as fully paid and non-assessable. As at
August 31, 1996, warrants to purchase an aggregate of 1,698,743 common shares
of the Purchaser are outstanding.
7.7 Issuance of Purchase Price Shares: Prior to the Closing Date,
the Purchaser's board of directors will have duly authorized and approved the
allotment of the Purchase Price Shares issuable by the Purchaser to the
Vendors at the Closing Time and all matters relating thereto and, upon the
issuance thereof, such Purchase Price Shares will be issued as fully paid and
non-assessable.
7.8 Options: No Person has (except for the Vendors) any agreement
or option, right or privilege (whether pre-emptive or contractual) capable of
becoming an agreement for the purchase from the Purchaser or all or any part
of the Purchase Price Shares.
7.9 Stock Exchange Listings: The common shares in the capital of
the Purchaser are listed on both the TSE and NASDAQ and the Purchaser's
listings thereon are in good standing and in compliance with all continued
listing requirements of the TSE and NASDAQ, respectively, and, at Closing,
there shall be no halt in the trading of the Purchaser's common shares imposed
by the TSE and/or NASDAQ.
7.10 Reporting Issuer Status: The Purchaser is a reporting issuer
not in default under the applicable securities legislation of each of the
Provinces of Canada other than Quebec.
7.11 Brokerage Fees, etc.: There is no Person acting or purporting
to act for the Purchaser entitled to any brokerage or finder's fee in
connection with this Agreement or any of the transactions contemplated herein
and, in the event any Person acting or purporting to act for the Purchaser
establishes a claim for any such fee from the Vendors, the Purchaser covenants
to indemnify and hold harmless the Vendors with respect thereto and with
respect to all costs reasonably incurred in the defence thereof.
7.12 Regulatory Approvals: Except as may be contemplated by this
Agreement and the application dated September 11, 1996 of the Purchaser to the
Quebec Securities Commission, no governmental or regulatory authorization,
approval, order, consent or filing is required on the part of the Purchaser in
connection with the execution, delivery and performance of this Agreement or
any other documents and agreements to be delivered under this Agreement or the
performance of the Purchaser's obligations under this Agreement or any other
documents and agreements to be delivered under this Agreement.
7.13 Consents and Approvals: To our knowledge, there is no
requirement under any agreement, instrument or commitment (written or oral) to
which the Purchaser is a party or by which it is bound to give any notice to,
or to obtain the consent or approval of, any party to such agreement,
instrument or commitment (written or oral) relating to the consummation of the
transactions contemplated by this Agreement.
ARTICLE 8
COVENANTS OF THE VENDORS
The Vendors jointly and severally covenant and agree with the
Purchaser that, at or prior to the Closing Time, they will do or cause to be
done the following:
8.1 Opinion of Counsel: Deliver to the Purchaser at the Closing
Time a favourable opinion of BCEI's counsel, in form satisfactory to the
Purchaser and Purchaser's counsel, as to such matters as the Purchaser may
reasonably request.
8.2 Transfer of Purchased Shares: Take all necessary steps and
proceedings as approved by counsel for the Purchaser to permit all of the
Purchased Shares to be duly and regularly transferred to the Purchaser or its
nominee(s) and deliver to the Purchaser all necessary transfers, assignments
and other documentation reasonably required to transfer the Purchased Shares
to the Purchaser with a good and marketable title, free and clear of all
Encumbrances (except for such Encumbrances as may have been granted by the
Purchaser).
8.3 Resignation of Directors: Cause such directors of the
Corporation as the Purchaser may specify to resign, such resignations to be
effective as at the Closing Time.
8.4 Releases of Directors: Cause such directors of the Corporation
as the Purchaser may specify to execute and deliver releases in a form
satisfactory to the Purchaser and Purchaser's counsel, acting reasonably.
8.5 Releases of Vendors: Execute and deliver releases in form
satisfactory to the Purchaser and Purchaser's counsel, acting reasonably, in
each of the Vendors' capacities as shareholders of the Corporation.
8.6 Closing Documents: Execute and deliver or cause to be executed
and delivered to the Purchaser all other documents relevant to the closing of
the transactions contemplated hereby as the Purchaser, acting reasonably, may
request.
ARTICLE 9
COVENANTS OF THE PURCHASER
The Purchaser covenants and agrees with the Vendors that, at or prior
to the Closing Time, it will do or cause to be done the following:
9.1 Issuance of Purchase Price Shares: Take all necessary steps
and proceedings to duly and validly issue the Purchase Price Shares to the
Vendors and cause the Vendors to be entered upon the books of the Purchaser as
the holders of the Purchase Price Shares according to their respective
entitlements hereunder and cause to be issued and delivered to the Vendors
share certificates representing the Purchase Price Shares to which they are
entitled.
9.2 Listing of Purchase Price Shares: Use its best efforts to
obtain the conditional approval of the TSE in respect of the additional
listing of the Purchase Price Shares on the TSE and use its best efforts to
cause the Purchase Price Shares to be listed thereon on the Closing Date or as
soon as reasonably practicable thereafter.
9.3 Opinion of Counsel: Deliver to the Vendors at the Closing Time
a favourable opinion of the Purchaser's counsel, in form satisfactory to the
Vendors and Vendors' counsel, as to such matters as the Vendors may reasonably
request.
9.4 Right to Participate in Public Offering: If the Purchaser
shall, at any time during the two year period following the Closing Date,
propose to prepare and file an Offering Document relating to a public offering
of common shares to the public in Canada and/or the United States (an
"Offering"), it shall give prompt written notice to each of the Vendors of its
intention to do so at least 20 days and not more than 60 days prior to the
proposed first Filing date of any Offering Document with any Canadian and/or
U.S. securities regulatory authority. Such notice shall provide reasonable
particulars concerning the proposed Offering and, as far as is reasonably
possible, shall include, without limiting the foregoing, the jurisdictions in
which the Offering is to be made, the proposed method of distribution, the
anticipated price per share, the expected timing of the Offering, the name of
the Underwriters, the estimated number of shares proposed to be offered, the
estimated Underwriting discounts and commissions, and the estimated number of
shares that the Underwriters have advised the Purchaser, in writing, can
reasonably be expected to be sold pursuant to the Offering. Upon the written
request of either or both of the Vendors to include any Purchase Price Shares
in the proposed Offering (which request shall (i) be made within 10 Business
Days of receiving notice from the Purchaser and (ii)specify the number of
Purchase Price Shares intended to be disposed of by each of the Vendors), the
Purchaser will use its reasonable best efforts to include in such Offering
Document that number of Purchase Price Shares of each of the Vendors
(according to their respective percentages of Purchase Price Shares held)
which the Corporation, after consultation with and upon the advice of the
Underwriters, reasonably determines. The Vendors agree that, as a condition
to their participation in an Offering, they shall enter into an agreement with
the Underwriters containing terms and conditions customary in such agreements
including, without limitation, arrangements with respect to indemnification
and contribution.
If the Underwriters engaged by the Purchase shall advise the
Purchaser in writing that, in their opinion, the number of Purchase Price
Shares to be included in the Offering Document exceeds the number that can be
sold in such Offering by the Vendors within a price range acceptable to the
Purchaser, the Purchaser shall be obliged to include in such Offering only
such number of Purchase Price Shares that the Purchaser is so advised can be
sold. The Purchaser is under no obligation to permit the Vendors to
participate in any Offering if to do so would materially adversely affect the
price or marketability of the shares being offered by the Purchaser pursuant
to the Offering, as determined by the Purchaser and the Underwriters, acting
reasonably.
The Vendors shall be responsible for all fees and expenses incidental
to the Offering in proportion to the percentage their Purchase Price Shares
being offered constitute of all the shares being offered pursuant to the
Offering (including, without limitation, registration, filing and stock
exchange listing fees). Each of the Purchaser and the Vendors shall be
responsible severally for the payment of fees, commissions, disbursements and
expenses (including fees and disbursements of Underwriters' counsel, if
necessary) relating to the shares sold by it pursuant to the Offering.
9.5 Closing Documents: Execute and deliver or cause to be executed
and delivered all such documents relevant to the closing of the transactions
contemplated hereby as the Vendors, acting reasonably, may request.
ARTICLE 10
NON-WAIVER, SURVIVAL
10.1 Non-Waiver: No investigations made by or on behalf of any
Party at any time shall have the effect of waiving, diminishing the scope or
otherwise affecting any representation, warranty or covenant made by any other
Party in or pursuant to this Agreement, except where any such investigation
leads a Party to actual knowledge, prior to the execution of this Agreement,
of a breach of any representation, warranty or covenant for which the
investigating Party has not notified the breaching Part within 10 Business
Days of having such actual knowledge. No waiver of any condition or other
provisions, in whole or in part, shall constitute a waiver of any other
condition or provision (whether or not similar) nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.
10.2 Nature and Survival: The representations, warranties and
covenants of the Parties contained in this Agreement and contained in any
document or certificate given pursuant hereto shall survive the closing of the
purchase and sale of the Purchased Shares herein provided for until the close
of business on the date which is eighteen (18) months following the Closing
Date and, notwithstanding such Closing nor any investigation made by or on
behalf of the Party entitled to the benefit thereof, shall continue in full
force and effect for the benefit of such Party during such period; provided,
however, that the respective aggregate liability of each of the Vendors in
respect of any action, suit or proceeding for a breach of any or all of the
representations, warranties and covenants contained in this Agreement shall
not exceed the proportion of the Purchase Price to which it is entitled under
this Agreement. Notwithstanding the foregoing, an action may be brought in
respect of any breach of any representation and warranty or covenant involving
fraud or fraudulent misrepresentation at any time following the Closing Date,
subject only to applicable limitation periods, and provided further that the
representations and warranties in Sections 5.3, 5.4 (other than Section
5.4(c)), 5.5, 6.2, 6.3, 6.6 and 7.8 shall continue in full force and effect
for the benefit of the Purchaser without any limitation as to time.
ARTICLE 11
CONDITIONS PRECEDENT FOR BENEFIT OF VENDORS
The obligation of the Vendors to complete the sale of the Purchased
Shares under this Agreement shall be subject to the satisfaction of or
compliance with, at or before the Closing Time, each of the following
conditions precedent (each of which is acknowledged to be inserted for the
exclusive benefit of the Vendors and may be waived by them in whole or in
part):
11.1 Performance of Obligations: The Purchaser shall have performed
or complied with, in all material respects, all of its obligations, covenants
and agreements under this Agreement.
11.2 Receipt of Closing Documentation: All documentation relating
to the due authorization and completion of the transactions contemplated
pursuant to this Agreement and all actions and proceeding taken on or prior to
the Closing in connection with the performance by the Purchaser of its
obligations under this Agreement shall be satisfactory to the Vendors, acting
reasonably, and each of the Vendors shall have received copies of all such
documentation or other evidence as it may reasonably request in order to
establish the consummation of the transactions contemplated hereby and the
taking of all corporate proceedings in connections therewith in compliance
with these conditions, in form (as to certification and otherwise) and
substance satisfactory to the Vendors, acting reasonably.
11.3 No Injunction: There shall be no injunction or restraining
order issued preventing, and no pending or threatened claim, action,
litigation or proceeding, judicial or administrative, or investigation against
any Party by any Governmental Authority for the purpose of enjoining or
preventing the consummation of the transactions contemplated in this Agreement
or otherwise claiming that this Agreement or the consummation thereof is
improper or would give rise to proceedings under any Law.
11.4 No Trading Halts: There shall be no halt in the trading of the
Purchaser's common shares imposed by any Canadian or U.S. securities
regulatory authorities including the TSE and NASDAQ.
11.5 No Laws: No Law shall have been enacted, introduced or
announced which materially adversely affect the Purchaser, or the ability of
the Vendors to legally transfer the Purchased Shares as contemplated by this
Agreement.
11.6 Opinion of Counsel for the Purchaser: The Vendors shall have
received an opinion dated the Closing Date from counsel for the Purchaser with
respect to such matters as they may reasonably request.
If any of the foregoing conditions in this Article has not been
fulfilled by Closing, the Vendors may terminate this Agreement by notice in
writing to the Purchaser, in which event the Vendors are released from all
obligations under this Agreement. However, the Vendors may waive compliance
with any condition in whole or in part if they see fit to do so, without
prejudice to their rights of termination in the event of non-fulfillment of
any other condition in whole or in part or to their rights to recover damages
for the breach of any representation, warranty, covenant or condition
contained in this Agreement.
ARTICLE 12
CONDITIONS PRECEDENT FOR BENEFIT OF PURCHASER
The obligation of the Purchaser to complete the transactions
contemplated by this Agreement shall be subject to the satisfaction of, or
compliance with, at or before the Closing Time, each of the following
conditions precedent (each of which is acknowledged to be inserted for the
exclusive benefit of the Purchaser and may be waived by it in whole or in
part):
12.1 Performance of Obligations: The Vendors shall have performed
or complied with, in all material respects, all their obligations, covenants
and agreements under this Agreement.
12.2 Receipt of Closing Documentation: All documentation relating
to the due authorization and completion of the transactions contemplated
pursuant to this Agreement and all actions and proceeding taken on or prior to
the Closing in connection with the performance by the Purchaser of their
respective obligations under this Agreement shall be satisfactory to the
Purchaser, acting reasonably, and the Purchaser shall have received copies of
all such documentation or other evidence as it may reasonably request in order
to establish the consummation of the transactions contemplated by this
Agreement and the taking of all corporate proceedings in connection with such
transactions in compliance with these conditions, in form (as to certification
and otherwise) and substance satisfactory to the Purchaser, acting reasonably.
12.3 No Injunction: There shall be no injunction or restraining
order issued preventing, and no pending or threatened claim, action,
litigation or proceeding, judicial or administrative, or investigation against
any Party by any Governmental Authority, for the purpose of enjoining or
preventing the consummation of the transactions contemplated in this Agreement
or otherwise claiming that this Agreement or the consummation thereof is
improper or would give rise to proceedings under any Law.
12.4 No Trading Halts: There shall be no halt in the trading of the
Corporation's Shares imposed by any U.S. securities regulatory authorities
including the National Quotations Bureau, Inc. and the OTC Bulletin Board.
12.5 No Laws: No Law shall have been enacted, introduced or
announced which materially adversely affect the Corporation or the Vendors or
the ability of the Purchaser to acquire and hold the Purchased Shares as
contemplated by this Agreement.
12.6 Opinion of Counsel for the Purchaser: The Purchaser shall have
received an opinion dated the Closing Date from counsel for the Vendors with
respect to such matters as it may reasonably request.
12.7 Consents, Authorizations and Registrations: All consents,
approvals, orders and authorizations of any Person or Governmental Authority
(or registrations, declarations, filings or recordings with any such
authorities) required in connection with the completion of any of the
transactions contemplated by this Agreement, the execution of this Agreement,
the Closing or the performance of any of the terms and conditions of this
Agreement shall have been obtained at or before the Closing Time.
12.8 Directors of the Corporation: There shall have been delivered
to the Purchaser on or before the Closing Time the resignations of all
individuals who are presently directors of the Corporation, as specified by
the Purchaser, and duly executed comprehensive releases from each such
individual of all their claims against the Corporation. There shall be
delivered to the Purchaser, on or prior to the Closing Time, acknowledgements
from each of Brian Kouri, Robert Forbes and Peter Crombie acknowledging the
relinquishment and cancellation of all outstanding and unexercised options
granted by the Corporation to each of them, provided however, that the
acknowledgement of Peter Crombie may be delivered subsequent to the Closing
Date but, in any event, not later than five Business Days following the
Closing Date.
12.9 Releases of Vendors: At the Closing Time, each of the Vendors
shall have executed and delivered a comprehensive release, in its capacity as
a shareholder of the Corporation, of all its claims against the Corporation.
12.10 Approval by Regulatory Authorities: The transactions
contemplated by this Agreement shall have been approved by all appropriate
regulatory authorities including, without limitation, the TSE.
If any of the foregoing conditions in this Article has not been
fulfilled by Closing, the Purchaser may terminate this Agreement by notice in
writing to the Vendors, in which event the Purchaser is released from all
obligations under this Agreement. However, the Purchaser may waive compliance
with any condition in whole or in part if it sees fit to do so, without
prejudice to its rights of termination in the event of non-fulfillment of any
other condition, in whole or in part, or to its rights to recover damages for
the breach of any representation, warranty, covenant or condition contained in
this Agreement.
ARTICLE 13
OTHER COVENANTS OF THE PARTIES
13.1 Articles to Satisfy Closing Conditions: Each of the Parties
agrees to take all such actions as are within its power to control, and to use
its best effort to cause other actions to be taken which are not within its
power to control, so as to ensure compliance with each of the conditions and
covenants set forth in this Agreement which are for the benefit of any Party.
13.2 Expenses: Each of the Vendors and the Purchaser shall be
responsible for its own expenses (including fees and expenses of legal
advisers, accountants and other professional advisers) incurred by them in
connection with the negotiation and settlement of this Agreement and the
completion of the transactions contemplated thereby, whether or not the
transactions contemplated by this Agreement are consummated.
ARTICLE 14
INDEMNIFICATION
14.1 Mutual Indemnifications for Breaches of Covenants and Warranty,
etc.: The Vendors covenant and agree with the Purchaser and the Purchaser
covenants and agrees with the Vendors (the Party or Parties so covenanting and
agreeing to indemnify another Party being referred to in this Section as the
"Indemnifying Party" and the Party so to be indemnified being called the
"Indemnifying Party") to indemnify and save harmless the Indemnified Party,
effective as and from the Closing Time, from and against all Claims which may
be made or brought against the Indemnified Party or which it may suffer or
incur, directly or indirectly as a result of or in connection with any
non-fulfillment of any covenant or agreement on the part of the Indemnifying
Party under this Agreement or any incorrectness in or breach of any
representation or warranty of the Indemnifying Party contained in this
Agreement or in any certificate or other document furnished by the
Indemnifying Party pursuant to this Agreement. The foregoing obligation of
indemnification in respect of such Claims shall be subject to:
(a) the limitations in Section 10.2 respecting the survival of the
representations and warranties and covenants of the Parties and the
maximum aggregate respective liability of each of the Vendors
pursuant to Section 10.2; and
(b) the requirement that the Indemnifying Party shall, in respect of any
Claim made by any third person, be afforded an opportunity at its
sole expense to resist, defend and compromise such Claim, provided,
however, that no compromise shall be entered into by the Indemnifying
Party without the prior written consent of the Indemnifying Party to
the Indemnified Party of an unconditional release of the Indemnified
Party, such consent not to be unreasonably withheld, or upon delivery
by the Indemnified Party, in form and substance satisfactory to the
Indemnified Party, acting reasonably.
14.2 Indemnification Procedures:
(a) In the case of claims or demands made by a third party with respect
to which indemnification is sought, the Party seeking indemnification
shall give prompt written notice, and in any event within 10 days, to
the other Party of any such claims or demands made upon it, provided
that in the event of a failure to give such notice, such failure shall
not preclude the Party seeking indemnification to obtain such
indemnification but its right to indemnification may be reduced to
the extent that such delay prejudiced the defence of the claim or
demand or increased the amount of liability of cost of defence and
provided that, notwithstanding anything else herein contained, no
claim for indemnity in respect of the breach of any representation or
warranty or covenant contained herein may be made unless notice of
such claim has been given prior to the expiry of the survival period
applicable to such representation and warranty and covenant pursuant
to Section 10.2.
(b) The Indemnifying Party shall have the right, by notice to the
Indemnified Party given not later than 30 days after receipt of the
notice described in subsection (a) to assume the control of the
defence, compromise or settlement of the claim or demand, provided
that such assumption shall, by its terms, be without cost to the
Indemnified Party and provided the Indemnifying Party acknowledges in
writing its obligation to indemnify the Indemnified Party in
accordance with the terms contained in this Section in respect of that
claim or demand.
(c) Upon the assumption of control of any claim or demand by the
Indemnifying Party as set out in subsection (b), the Indemnifying
Party shall diligently proceed with the defence, compromise or
settlement of the claim or demand at its sole expense, including, if
necessary, employment of counsel reasonably satisfactory to the
Indemnified Party and, in connection therewith, the Indemnified Party
shall cooperate fully, but at the expense of the Indemnifying Part
with respect to any out-of-pocket expenses incurred, to make
available to the Indemnifying Party all pertinent information and
witnesses under the Indemnified Party's control, make such
assignments and take such other steps as in the opinion of counsel
for the Indemnifying Party are reasonably necessary to enable the
Indemnifying Party to conduct such defence. The Indemnified Party
shall also have the right to participate in the negotiation,
settlement or defence of any claim or demand at its own expense.
(d) The final determination of any claim or demand pursuant to this
Section, including all related costs and expenses, will be binding
and conclusive upon the parties as to the validity or invalidity, as
the case may be, of such claim or demand against the Indemnifying
Party.
(e) Should the Indemnifying Party fail to give notice to the Indemnified
Party as provided in subsection (b), the Indemnified Party shall be
entitled to make such settlement of the claim or demand as in its
sole discretion may appear advisable, and such settlement or any
other final determination of the claim or demand shall be binding
upon the Indemnifying Party.
ARTICLE 15
GENERAL
15.1 Notices: Any notice or other writing required or permitted to
be given under this Agreement or for the purposes of this Agreement (in this
Article referred to as a "Notice") shall be in writing and shall be
sufficiently given, if delivered or sent by prepaid registered mail or by
facsimile to such Party:
(a) In the case of Notice to BCEI at:
c/o BCE Capital Inc.
1000 rue de la Gauchetiere Ouest
Bureau 3700
Montreal, Quebec H3B 4Y7
CANADA
Attention: Brian Kouri
Fax: (514) 397-7392
with a copy to:
BCE Capital Inc.
1000 rue de la Gauchetiere Ouest
Bureau 3700
Montreal, Quebec H3B 4Y7
CANADA
Attention: Corporate Secretary
Fax: (514) 397-7263
(b) In the case of Notice to Doubleday at:
84 Gomez Road
Hobe Sound
Florida, U.S.A. 33455
Attention: Nelson Doubleday
Fax: (516) 671-8812
(c) In the case of Notice to the Purchaser at:
International Verifact Inc.
79 Torbarrie Road
Toronto, Ontario M3L 1G5
CANADA
Attention: L. Barry Thomson
President and Chief Executive Officer
Fax: (416) 245-9896
with a copy to:
Meighen Demers
Suite 1100, Merrill Lynch Canada Tower
200 King Street West
Toronto, Ontario M5H 3T4
CANADA
Attention: Mark A. Convery
Fax: (416) 977-5239
or at such other address as the Party to whom such Notice is to be given shall
have last notified the Party giving the same in the manner provided in this
Article. Any Notice given delivered to the Party to whom it is addressed as
provided above shall be deemed to have been given and received on the day it
so delivered at such address, provided that if such day is not a Business Day
then the Notice shall be deemed to have been given and received on the next
Business Day. Any Notice set by prepaid registered mail shall be deemed to
have been given and received on the fifth Business Day following the date of
its mailing. Any Notice transmitted by facsimile shall be deemed given and
received on the first Business Day after its transmission.
15.2 Assignment: Neither this Agreement nor any benefits or burdens
under this Agreement shall be assignable by any Party without the prior
written consent of all the other Parties, which consent shall not be
unreasonably withheld, provided that the Purchaser shall, without consent, be
permitted to assign the benefits or burdens under this Agreement to a
wholly-owned subsidiary of the Purchaser. Subject to the foregoing, this
Agreement shall enure to the benefit of and be binding upon the Parties and
their respective successors and permitted assigns.
15.3 Further Assurances: The Parties shall do all such things and
provide all such assurances as may be required to consummate the transactions
contemplated by this Agreement, and each Party shall provide such further
documents or instruments required by any other Party as may be reasonably
necessary or desirable to effect the purpose of this Agreement and carry out
its provisions, whether before or after the Closing.
15.4 Counterparts: This Agreement may be executed by the Parties in
separate counterparts each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.
15.5 Facsimile: All signatures of the Parties to and pursuant to
this Agreement may be transmitted by facsimile and each such facsimile
signature shall for all purposes be deemed to be the original signature of the
Person whose signature it reproduces and shall be binding upon that Person and
on the Party on whose behalf that Person signed.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as
of the day and year first above written.
INTERNATIONAL VERIFACT INC.
By:________________________________________
Peter Henry,
Vice President, Finance and
Administration
BCE INVESTMENTS (CANADA) INC.
by its authorized agent, BCE Capital Inc.
By:________________________________________
Brian Kouri,
Assistant Vice-President and Treasurer
___________________________ ___________________________________________
Witness Nelson Doubleday
SCHEDULE 4.23
NTN, Inc.
Executive Briefing
August 6, 1996
Prepared by Sheila Birney
NTN, Inc.
Executive Briefing
August 6, 1996
NTN's Development Process
NTN's products are built today on 2 core technology areas:
o PINnacle
This product is developed in Pascal and operates on a DOS platform with a
multi-tasking shell. The product has been designed and developed to
operate in a stand-alone (non-integrated) configuration or interfaced
configurations which support integration with several POS configurations or
environments: ACR, ICL S18, ICL ISS 45, and IBM 4680/4683.
o PINnacle/GOLD
This product is developed in C++ and operates on a UNIX platform. The
product has been designed and developed to operate in a stand-along
configuration and interfaced configurations which support integration with
several POS configurations or environments: ACR, ICL ISS 45, and IBM
4680/4683. The product, operating on a UNIX platform, is intended to be
able to reside on a shared platform and to run concurrently with other
applications.
NTN's application modules have been designed to provide a rich set of
configuration options which support defining or modeling operational
characteristics of the software through the use of flags and parameters. NTN
uses this software application design to reduce requirements for new
development.
Major features or industry required elements of the product are designed to be
configurable, then developed and released as part of the core or base product
application. Features that are "specialized" requirements for a group of
customers or specific customer, are developed separately on a project basis
and can be integrated with the other core modules as a release. Examples
include proprietary message interfaces and communication protocols specified
by third-party, host processors or switches (which provide transaction
authorization services to the retailer), check authorization modules, and EBT
modules specific to the requirements of a specific state, to name a few.
In either case, the development process at NTN is as follows:
1. Understand industry/product feature requirement or customer requirement(s)
2. Define and produce function requirements document or summary
3. Submit requirements under a request for product quotation (RPQ) to the
project consultant and lead engineer for core technology area
4. Complete response to RPQ, including estimates of design, development, unit
test, quality assurance test, host certification support, product release
tasks, documentation, and project management and implementation support
activities required to complete project
5. Submit completed PRQ to V.P. of Sales for customer quotation or to V.P. of
Product Development & Professional Services for core product release
6. Obtain customer order and/or NTN management approval for project
7. Once customer of NTN management approval is received, development projects
are initiated through a completed request for project approval (RPA which
is signed off by V.P. of Sales, V.P. of Finance, and V.P. Product
Development & Professional Services
8. Assign and schedule technical engineering, QA, and professional services
resources as a project team, once RPA is finalized
9. Develop detailed project plan which defines the major milestones and
schedule for completing development and implementation tasks
10. Manage and report on progress against the detailed project plan
including completion of:
- design and engineering/technical specification phase
- procurement definition, if required (for new hardware, or third-party
items, including commercial libraries, drivers, etc.)
- development phase (or phases)
- unit test
- documentation
- build and integrate modified applications on version control system
- quality assurance testing (including host certification if required)
- test of customer implementation utilities (especially for upgrades,
installs, etc.)
- production release (from version control system, including
publication of release notes)
- customer implementation and acceptance
11. Once released, any defects once reported are submitted to NTN's Level
II Support group for research and resolution
NTN Procedures for Software Version Control
NTN utilizes PVCS for version control of its DOS platform applications
(controller, host, communication module, terminal applications, and POS user
exits). Procedures are in place to manage code sign out and submissions as
well as releases. Product applications being quality tested are first
submitted to the PVCS system, built and integrated (with a preliminary version
control number), the build process compares modules submitted to insure that
all changes have been brought forward appropriately. Once integrated, QA
testing can begin. Once testing is complete, a production version number is
assigned to it that level of code marking it ready for release to NTN's
production system (disk duplication). Virus checking is also performed on a
regular basis on the PVCS as part of routine maintenance.
NTN utilizes a similar model for software version control and release for the
UNIX-based platform applications, but the tool used under UNIX is RCS.
NTN Software Methodology and Coding Standards
While the company has had experience developing applications to meet industry
standards, these have primarily been in the area of host message interface
format which have conformed to ISO 8583 standards. The company has not
currently adopted ISO or ANSI standards as a basis for its proprietary
application development, but is currently exploring the use of industry
standards under the Windows environment, specifically OLE and OPOS.
NTN Software Archive and Escrow Procedures
NTN maintains software escrow accounts with Data Security International
(administered through San Francisco). Currently, procedures are in place to
archive product releases from the PVCS and RCS on a bi-monthly basis or more
often (for major releases, if required) and to submit those archive tapes in
NTN's escrow account. The current account maintained by DSI for NTN allows
NTN unlimited number of submissions to and distributions from the account.
In addition to the software escrow account, NTN maintains at its Hudson
locations the following levels of software:
o current development directory (product applications in change,
current bug fixes/patches)
o most recent major release on SCSI disk
o 2 prior releases on SCSI disk
Older versions of released product not currently in production are archived on
diskette.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
National Transaction Network, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
- ------------------------------------------------------------------------------
Title of Class of Securities)
638221 30 9
-------------------
(CUSIP Number)
Derek H. Burney, Chairman of the Board and President, BCE Telecom
International Inc.
1000, rue de la Gauchetiere Ouest, Bureau 1100, Montreal, Quebec H3B 4Y8
Canada (514-392-2300)
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 6, 1994
- ------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3), or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note. Six copies of this statement, including all exhibits, should be filed
with the commission. See Rule 13d-1 (1) for other parties to whom copies are
to be sent.
CUSIP No. 638221 30 9 Page ___ of ___pages
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
1 BCE Telecom International Inc.
2 Check the Appropriate Box If a Member of a Group* (A) [ ]
See item 5 (B) [ ]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box If Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Canada
Number of 7 Sole Voting Power - 1,261,263
Shares
beneficially 8 Shared Voting Power - 0
owned by
each 9 Sole Dispositive Power - 1,261,263
reporting
person with 10 Shared Dispositive Power - 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,261,263
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [X]
13 Percent of Class Represented by Amount in Row (11)
38.8%
14 Type of Reporting Person*
CO
SEE INSTRUCTIONS BEFORE FILLING OUT!
Include Both sides of the Cover Page, Responses to Items 1-7
(Including Exhibits) of the Schedule, and the Signature Attestation
Item A. Security and Issuer
The class of equity securities to which this statement applies is the
common stock, $0.01 par value (the "Common Stock"), of National Transaction
Network, Inc. a Delaware corporation ("NTN"), which has its principal offices
at 9 Kane Industrial Drive, Hudson, Massachusetts 01749.
Item B. Identity and Background
The person filing this statement is BCE Telecom International Inc.
("BCETI"), a Canadian corporation, having its principal place of business at
1000, rue de la Gauchetiere Ouest, Bureau 1100, Montreal, Quebec H3B 4Y8
Canada. BCETI is holding company. The directors and officers of BCE are set
forth on Exhibit A attached hereto.
BCETI is a wholly-owned subsidiary of BCE Inc. ("BCE"), a Canadian
corporation having its principal offices and its principal place of business
at 1000, rue de la Gauchetiere Ouest, Bureau 3700, Montreal, Quebec H3B 4Y7
Canada. BCE is Canada's largest telecommunications company. The directors
and officers of BCE are set forth on Exhibit A attached hereto.
In the last five years, neither BCETI, BCE nor, to the best knowledge
of BCETI and BCE, respectively, any of BCETI's or BCE's executive officers or
directors (which executive officers and directors are set forth on Exhibit A
attached hereto) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, and
as a result of any such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item C. Source and Amount of Funds or Other Consideration
BCETI currently owns 1,262,263 shares of Common Stock, and warrants
(the "Warrants") to purchase an additional 13,417 shares of Common Stock
(subject to adjustment) which expire on October 5, 1994 (See Item 7, Exhibit
B). The shares of Common Stock and Warrants were acquired by BCETI from its
wholly-owned subsidiary, BCE Telecom Corporation ("BCETC"). Pursuant to a
Certificate of Dissolution filed by the Delaware Secretary of State on June 6,
1994 and the related Plan of Liquidation and Dissolution, BCETC was dissolved
and liquidated (the "Dissolution"), and BCETC distributed all of its assets
(including the shares of Common Stock and Warrants) to BCETI. The shares of
Common Stock and Warrants had previously been transferred to BCETC, by
operation of law, pursuant to the terms of the merger of BCE Venture Capital
Inc. ("BCEVCI"), a wholly-owned subsidiary of BCETC, into BCETC. Set forth
below is a description of the transactions by which BCEVCI acquired the
holdings transferred to BCETC pursuant to the merger, and distributed to BCETI
pursuant to the Dissolution.
BCEVCI purchased on October 5, 1989, for a total consideration of
approximately $900,000 and cancellation of a $100,000 promissory note of NTN,
5,000,000 shares of Common Stock and the Warrants. Also on October 5, 1989,
BCEVCI agreed to purchase an additional 1,500,000 shares of Common Stock at
$0.20 per share on or before October 31, 1989 (the "Option"), for a total
consideration of $300,000. BCEVCI acquired the Common Stock, the Option and
the Warrants by using its own working capital.
On October 31, 1989, BCEVCI exercised the Option and purchase
1,500,000 shares of CommoN Stock at $0.20 per share, for total consideration
of $300,000. BCEVCI acquired such Common Stock by using its own working
capital.
On May 29, 1990, BCEVCI purchased a term convertible Subordinated
Note (the "1990 Note") from NTN for total consideration of $250,000. The 1990
Note was due to mature on or before March 31, 1994 (formerly June 30, 1992,
see Amendment to Note Purchase Agreement, dated July 31, 1992 attached hereto
as Exhibit K) and bore interest at a rate equal to the First National Bank of
Boston's best prime rate, as announced at the end of each calendar quarter,
plus 2% calculated daily and compounded quarterly on the last day of each
quarter. The principal amount of the 1990 Note, together with accumulated
interest, was convertible at the option of BCEVCI to Common Stock at a rate of
$0.20 per share (formerly $0.375 per share, see Amendment to Note Purchase
Agreement, dated July 31, 1992 attached hereto as Exhibit K). BCEVCI acquired
the 1990 Note by using its own working capital. On September 30, 1993, BCEVCI
exercised its right to convert the principal amount of the 1990 Note, along
with accumulated interest thereon, to Common Stock (see below).
On November 9, 1990, BCEVCI purchased 2,200,00 shares of Common Stock
for a total consideration of $440,000, or $0.20 per share. BCEVCI acquired
the Common Stock by using its own working capital.
On March 1, 1991, BCEVCI purchased 2,000,000 shares of Common Stock
for a total consideration of $400,000, or $0.20 per share, pursuant to a
Common Stock Purchase Agreement dated January 31, 1991, among NTN, BCEVCI and
Nelson Doubleday ("Mr. Doubleday"), attached hereto as Exhibit H. BCEVCI
acquired the Common Stock by using its own working capital.
On March 15, 1991, BCEVCI purchased 2,000,000 shares of Common Stock
for a total consideration of $400,000, or $0.20 per share, pursuant to a
Common Stock Purchase Agreement dated January 31, 1991, and amended as of
March 19, 1991, among NTN, BCEVCI and Nelson Doubleday, attached hereto as
Exhibit H. BCEVCI acquired the Common Stock by using its own working capital.
On August 1, 1991, BCEVCI purchased a term convertible Subordinated
Note (the "1991 Note") from NTN for total consideration of $300,000. The 1991
Note was due to mature on or before March 31, 1994 (formerly July 31, 1993,
see Amendment to Note Purchase Agreement, dated July 31, 1992 attached hereto
as Exhibit K) and bore interest at a rate equal to the First National Bank of
Boston's best prime rate, as announced at the end of each calendar quarter,
plus 2% calculated daily and compounded quarterly on the last day of each
quarter. The principal amount of the 1991 Note, together with accumulated
interest, was convertible at the option of BCEVCI to Common Stock of NTN at a
rate of $.20 per share. BCEVCI acquired the 1991 Note by using its own
working capital. On September 30, 1993, BCEVCI exercised its right to convert
the principal amount of the 1991 Note, along with accumulated interest
thereon, into Common Stock (see below).
On July 31, 1992, BCEVCI purchased a convertible Secured Note (the
"1992 Note") from NTN for total consideration of $359,422.52. The 1992 Note
was due to mature on or before March 31, 1994 and bore interest at a rate
equal to the First National Bank of Boston's best prime rate, as announced at
the end of each calendar quarter, plus 2% calculated daily and compounded
quarterly on the last day of each quarter. The principal amount of the 1992
Note, together with accumulated interest, was convertible at the option of
BCEVCI to Common Stock of NTN at a rate of $.20 per share. BCEVCI acquired
the 1992 Note by using its own working capital. On September 30, 1993, BECVCI
exercised its right to convert the principal amount of the 1992 Note, along
with accumulated interest thereon, into Common Stock (see below).
On July 31, 1992, BCEVCI agreed to extend the due dates for the 1990
Note (due June 30, 1992), and the 1991 Note (due July 31, 1993) to March 31,
1994 in an Amendment to Note Purchase Agreement dated July 31, 1992. In
addition to agreeing to extend the due dates, BCEVCI agreed to amend the
anti-dilution provisions associated with the conversion feature on all
previously issued notes. At this time the effect of this later amendment is
to change the conversion rate of the 1990 Notes from $.375 to $.20 per share.
On March 30, 1993, BCEVCI purchased a convertible Secured Note (the
"1993 Note") from NTN for total consideration of $140,577.48. The 1993 Note
was issued pursuant to the July 31, 1992 Convertible Secured Note Purchase
Agreement and was due to mature on or before March 31, 1994 and bore interest
at a rate equal to the First National Bank of Boston's prime rate, as
announced at the end of each calendar quarter, plus 2% calculated daily and
compounded quarterly on the last day of each quarter. The principal amount of
the 1993 Note, together with accumulated interest, was convertible at the
option of BCEVCI to Common Stock of NTN at a rate of $.20 per share. BCEVCI
acquired the 1993 Note by using its own working capital. On September 30,
1993, BCEVCI exercised its right to convert the principal amount of the 1993
Note, along with accumulated interest thereon, into Common Stock. (See below).
On September 30, 1993, BCEVCI exercised its right to convert the
principal amounts of the 1990 Note, the 1991 Note, the 1992 Note and the 1993
Note (collectively, the "Converted Notes"), along with accumulated interest
thereon, to Common Stock. In connection with the conversion, the principal
amount of the 1990 Note, along with accumulated interest thereon, was
converted into 1,717,060 shares of Common Stock; the principal amount of the
1991 Note, along with accumulated interest thereon, was converted into
1,799,414 shares of Common Stock; the principal amount of the 1992 Note was
converted into 1,797,112 shares of Common Stock. In addition, the accumulated
interest on the 1992 Note and the 1993 Note was converted into 202,473 shares
of Common Stock; and the principal amount of the 1993 Note was converted into
707,877 shares of Common Stock. A total of 6,218,945 shares were issued to
BCEVCI in the conversion.
NTN completed a 1:15 reverse stock split on October 22, 1993 (the
"Reverse Split"). The specific amounts of Common Stock acquired by BCEVCI,
referred to in this Item 3, have not been retroactively adjusted to reflect
the Reverse Split. However, the total amount of Common Stock owned by BCEVCI,
and the amount of Common Stock it had a right to acquire, immediately prior to
the merger described below, do reflect the Reverse Split.
Pursuant to a Certificate of Merger dated April 18, 1994 and filed by
the Delaware Secretary of State on May 9, 1994, BCEVCI, a wholly-owned
subsidiary of BCETC, merged with and into BCETC, with BCETC surviving the
merger. As a result of the merger of BCEVCI into BCETC, the shares of Common
Stock and the Warrants described above as owned by BCEVCI were transferred to
BCETC by operation of law. (See Item 7, Exhibit N).
Pursuant to a Certificate of Dissolution filed by the Delaware
Secretary of State on June 6, 1994 and the related Plan of Liquidation and
Dissolution, BCETC was dissolved and liquidated and all of the assets of BCETC
(including all of the Common Stock and Warrants held by BCETC) were
distributed to its sole stockholder, BCETI. (See Item 7, Exhibit P).
Item D. Purpose of Transaction
BCETI acquired the securities for investment purposes. (See Item 7,
Exhibit O).
Item E. Interest in Securities of the Issuer
BCETI beneficially owns 1,261,263* shares of Common Stock
(excluding 13,417* shares which BCETI has the right to acquire upon exercise
of the Warrants) as defined by Rule 13d-3 of the Regulations under the
Securities Exchange Act of 1934, which BCETI believes represents approximately
38.8% of the shares of Common Stock outstanding. BCETI has the sole power to
vote and dispose of the 1,261,263* shares of Common Stock.
- --------------
*Taking into account the 1:15 reverse stock split completed on October 22,
1993.
Pursuant to a Certificate of Merger dated April 18, 1994 and filed by
the Delaware Secretary of State on May 9, 1994, BCEVCI, a wholly-owned
subsidiary of BCETC, merged with and into BCETC, with BCETC surviving the
merger. As a result of the merger of BCEVCI into BCETC, the shares of Common
Stock and the Warrants described in Item 3 as owned by BCEVCI, were
transferred to BCETC by operation of law. (See Item 7, Exhibit N).
Pursuant to a Certificate of Dissolution filed by the Delaware
Secretary of State on June 6, 1994 and the related Plan of Liquidation and
Dissolution, BCETC was dissolved and liquidated, and all of the assets of
BCETC (including all of the Common Stock and Warrants held by BCETC) were
distributed to its sole stockholder, BCETI. (See Item 7, Exhibit P).
Item F. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer
BCEVCI was a party to a Voting Agreement dated October 5, 1989 among
NTN, BCEVCI, International Verifact, Inc., Mr. Doubleday, Roger C. Hitchcock
and Thomas F. Galloway which provided for, among other things, an agreement
among such stockholders relating to the election of the directors of NTN (see
Item 7, Exhibit C). The Voting Agreement has expired in accordance with its
terms.
Pursuant to the Warrants described in Item 3, BCETI has certain
"piggyback" registration rights under certain circumstances with respect to
the shares issuable upon the exercise of the Warrants.
Pursuant to the Common Stock Purchase Agreement dated October 5,
1989, attached hereto as Exhibit D, BCEVCI and Mr. Doubleday were granted (a)
pre-emptive rights to purchase additional shares of Common Stock under certain
circumstances and (b) "piggy-back" registration rights under certain
circumstances with respect to the shares of Common Stock owned by them.
Pursuant to the Convertible Subordinated Note Purchase Agreement
dated August 1, 1991, attached hereto as Exhibit I, the shares of Common Stock
issued to BCEVCI pursuant to the September 30, 1993 conversion of the 1991
Note have certain "piggyback" registration rights under certain circumstances,
Pursuant to the Convertible Secured Note Purchase Agreement dated
July 31, 1992, attached hereto as Exhibit J, the shares of Common Stock issued
to BCEVCI pursuant to the September 30, 1993 conversion of the 1992 Note and
the 1993 Note have been granted certain "piggyback" registration rights under
certain circumstances.
BCETI intends to obtain assignments from BCEVCI of the rights
described above which remain outstanding.
Item G. Materials to be Filed as Exhibits*
The following are filed herewith as exhibits to this Schedule 13D.
Exhibit A: Information with respect to Directors and Executive
Officers of BCE Telecom International Inc. and BCE Inc.
(Filed with this Schedule 13D at page 11).
Exhibit B: National Transaction Network Common Stock Purchase
Warrant dated October 5, 1989 (Previously filed with
Schedules 13D filed on behalf of BCE Venture Capital
Inc.).
Exhibit C: Voting Agreement dated October 5, 1989 among National
Transaction Network, Inc., BCE Venture Capital Inc.,
International Verifact Inc., Nelson Doubleday, Roger
Hitchcock and Thomas Galloway. (Previously filed with
Schedules 13D filed on behalf of BCE Venture Capital
Inc.).
Exhibit D: Common Stock Purchase Agreement, dated October 5, 1989,
among National Transaction Network, Inc., BCE Venture
Capital Inc. and Nelson Doubleday. (Previously filed
with Schedules 13D filed on behalf of BCE Venture Capital
Inc.).
Exhibit E: Convertible Subordinated Note Purchase Agreement, dated
May 29, 1990, among National Transaction Network, Inc.,
BCE Venture Capital Inc. and Nelson Doubleday.
(Previously filed with Schedules 13D filed on behalf of
BCE Venture Capital Inc.).
Exhibit F: Common Stock Purchase Agreement, dated November 9, 1990
between National Transaction Network, Inc. and BCE
Venture Capital Inc. (Previously filed with Schedules
13D filed on behalf of BCE Venture Capital Inc.).
Exhibit G: Letters of Agreement to purchase Common Stock of National
Transaction Network, Inc. dated November 8, 1990 and
November 15, 1990 between BCE Venture Capital Inc. and
Nelson Doubleday. (Previously filed with Schedules 13D
filed on behalf of BCE Venture Capital Inc.).
Exhibit H: Common Stock Purchase Agreement, dated January 31, 1991,
as amended effective March 19, 1991, among National
Transaction Network, Inc., BCE Venture Capital Inc. and
Nelson Doubleday. (Previously filed with Schedules 13D
filed on behalf of BCE Venture Capital Inc.)
Exhibit I: Convertible Subordinated Note Purchase Agreement, dated
August 1, 1991, among National Transaction Network, Inc.,
BCE Venture Capital Inc. and Nelson Doubleday, and
Convertible Subordinated Note dated August 1, 1991 from
National Transaction Network, Inc. to BCE Venture
Capital, Inc. (Previously filed with Schedules 13D filed
on behalf of BCE Venture Capital Inc.).
Exhibit J: Convertible Secured Note Purchase Agreement, dated July
31, 1992, among National Transaction Network, Inc., BCE
Venture Capital Inc. and Nelson Doubleday, and
Convertible Subordinated Note dated July 31, 1992 from
National Transaction Network, Inc. to BCE Venture Capital,
Inc. (Previously filed with Schedules 13D filed on
behalf of BCE Venture Capital Inc.).
Exhibit K: Amendment to Note Purchase Agreements, dated July 31,
1992, among National Transaction Network, Inc. and BCE
Venture Capital Inc. (Previously filed with Schedules 13D
filed on behalf of BCE Venture Capital Inc.).
Exhibit L: Letter of Agreement between National Transaction Network,
Inc. and BCE Venture Capital, Inc., dated March 23, 1993,
and Convertible Secured Note dated March 30, 1993 from
National Transaction Network, Inc. to BCE Venture
Capital, Inc. (Previously filed with Schedules 13D filed
on behalf of BCE Venture Capital Inc.).
Exhibit M: Letter from BCE Venture Capital, Inc. to National
Transaction Network, Inc., dated September 30, 1993,
providing notice of exercise of the conversion option
under certain notes issued by National Transaction
Network, Inc. (Previously filed with Schedules 13D filed
on behalf of BCE Venture Capital Inc.).
Exhibit N: Certificate of Merger of BCE Venture Capital, Inc. into
BCE Telecom Corporation, filed by the Delaware Secretary
of State on May 9, 1994. (Previously filed with Schedule
13D filed on behalf of BCE Telecom Corporation).
Exhibit O: Form of letter from BCE Telecom International Inc. to NTN
regarding its investment intent in acquiring the
securities of NTN. (Filed with this Schedule 13D at page
16).
Exhibit P: Certificate of Dissolution of BCE Telecom Corporation
filed by the Delaware Secretary of State on June 6, 1994,
and related Plan of Liquidation and Dissolution. (Filed
with this Schedule 13D at page 18).
- ------------------
* In accordance with Rule 13d-2 under the Act and Rule 101(a)(2)(ii) of
Regulation S-T, the exhibits referred to herein, which have been
previously filed with the Commission, have not been restated
electronically.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: June 15, 1994
BCE TELECOM INTERNATIONAL INC.
By: /s/ Martine Turcotte
------------------------------
Title: Secretary
