SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 13, 1996
NATIONAL TRANSACTION NETWORK, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-10966 75-1535237
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
9 Kane Industrial Drive
Hudson, Massachusetts 01749
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 562-6500
Total number of sequentially numbered pages in this filing, including exhibits
thereto: 6
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
(a) On September 13, 1996, International Verifacts Inc. ("IVI")
acquired beneficial ownership of approximately 84% of the outstanding common
stock, $.15 par value per share (the "Common Stock"), of the Registrant. IVI
acquired such beneficial ownership by purchasing all of the outstanding shares
of Common Stock held by BCE Investments (Canada) Inc. and Nelson Doubleday. The
aggregate amount of consideration paid by IVI for such shares was approximately
$1,250,000. The source of such consideration was IVI's issue from treasury of
such number of previously unissued IVI common shares having an aggregated market
value of approximately $1,250,000.
In connection with the sale of Registrant's Common Stock, Nelson Doubleday
and BCE Investments (Canada) Inc. agreed to cause such of Registrant's directors
to resign as IVI specified. On September 13, 1996 (i) the following directors
resigned: Jeffrey Finestone; Robert Forbes; Christopher Illick; Brian Kouri;
Paul Siegenthaler; and Charles Thompson and (ii) IVI executed a Written Consent
of Holder of Common Stock pursuant to Delaware law electing George Whitton, L.
Barry Thomson and Ken Kubler as directors to serve until the next annual meeting
of stockholders.
(b) The Registrant is not aware of any arrangements, including any
pledge by any person of securities of the Registrant or of IVI, the operation of
which may at a subsequent date result in a change in control of the Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
See the Exhibit Index located at sequential page 3 of this Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
____________________________________
National Transaction Network, Inc.
(Registrant)
Date: September 27, 1996 ____________________________________
Milton A. Alpern, Vice President of Finance
and Administration (Principal Financial and
Accounting Officer)
Exhibit Index
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated September 17, 1996
FOR IMMEDIATE RELEASE CONTACT: Milton A. Alpern
September 17, 1996 Chief Financial Officer
(508) 562-6500
INTERNATIONAL VERIFACT ACQUIRES SUBSTANTIAL INTEREST IN NATIONAL
TRANSACTION NETWORK, INC.
[Hudson, MA] - National Transaction Network, Inc. (NTN) announced today that
Toronto based International Verifact Inc. (IVI) has acquired approximately 85%
of NTN's outstanding stock.
BCE Investments (Canada) Inc. and Mr. Nelson Doubleday have sold their NTN
holdings to IVI in exchange for common shares of IVI. As a result, approximately
85% of the outstanding shares of NTN are now owned by IVI.
Milton A. Alpern, Vice President and CFO of NTN, stated, "IVI's investment is a
natural progression of our long-term relationship with IVI, during which NTN and
IVI have helped to establish the acceptance of consumer ATM cards for purchases
at the retail point of sale in the United States. Working together, we can
continue to bring next generation, high quality payment systems to retailers
across the country."
L. Barry Thompson, President and CEO of IVI, said, "This purchase is just one of
the latest moves by IVI to strengthen its position as a leader in electronic
payment solutions, and assists IVI in its goal of attaining a larger share of
the U.S. market."
IVI is engaged in the design, development and sale of electronic payment
solutions for retailers, financial institutions, governments and other
businesses. IVI's hardware and software products include point-of-sale
debit/credit/EFT/EBT terminals, check readers, smart card readers, check
encoders, and secure PIN entry devices. IVI trades on the Toronto Stock Exchange
under the symbol IVI and on the NASDAQ as IVIAF.
(More)
NTN designs, integrates, markets and maintains electronic payment systems and
specializes in applications for multi-lane retailers. Its customer base consists
of multi-lane retail companies in the United States such as Kroger Stores,
Dillons and BI-LO Food Stores. NTN also has distribution agreements with major
store systems providers such as IBM, Fujitsu-ICL and ACR. NTN software products
support complementary IVI hardware platforms. NTN, headquartered in Hudson,
Massachusetts, is a public company and is listed on the OTC Bulletin Board
(ticker: NTRN).
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