<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
NATIONAL TRANSACTION NETWORK, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE> 2
NATIONAL TRANSACTION NETWORK, INC.
117 FLANDERS ROAD
WESTBOROUGH, MASSACHUSETTS 01581
(508) 870-3200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 2, 1998
To the Stockholders:
The Annual Meeting of Stockholders of National Transaction Network,
Inc. (the "Company") will be held at the offices of the Company, 117 Flanders
Road, Westborough, Massachusetts 01581 on Tuesday, June 2, 1998 at 11:00 a.m.,
local time, to consider and act upon the following matters:
1. To elect a Board of Directors to serve for the ensuing year.
2. To ratify the selection of the firm of Deloitte & Touche as auditors
of the Company for the fiscal year ending December 31, 1998.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on April 10, 1998 will
be entitled to vote at the meeting or any adjournment thereof. A list of the
stockholders of record entitled to vote shall be available for inspection at the
principal office of the Company for ten days prior to the Annual Meeting. The
stock transfer books of the Company will remain open.
By Order of the Board of Directors,
L. BARRY THOMSON
Chief Executive Officer
Westborough, Massachusetts
April 27, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. THE PROXY MAY BE REVOKED BY THE
PERSON EXECUTING THE PROXY BY FILING WITH THE SECRETARY OF THE COMPANY AN
INSTRUMENT OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY
ELECTING TO VOTE IN PERSON AT THE MEETING. NO POSTAGE NEED BE AFFIXED IF THE
PROXY IS MAILED IN THE UNITED STATES.
<PAGE> 3
--------------------------------------
NATIONAL TRANSACTION NETWORK, INC.
117 FLANDERS ROAD
WESTBOROUGH, MASSACHUSETTS 01581
(508) 870-3200
-----------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 2, 1998
APRIL 27, 1998
-----------------------------------
Proxies in the form enclosed with this proxy statement are solicited by
the Board of Directors of National Transaction Network, Inc., a Delaware
corporation (the "Company"), for use at the Annual Meeting of Stockholders (the
"Meeting") to be held on Tuesday, June 2, 1998 at 11:00 a.m., at the offices of
the Company, 117 Flanders Road, Westborough, Massachusetts 01581. This proxy
statement and the form of proxy were first mailed to stockholders on or about
April 27, 1998.
Only stockholders of record as of April 10, 1998 will be entitled to
vote at the Meeting and any adjournment thereof. As of that date, 3,310,662
shares of Common Stock, par value $.15 per share, of the Company (the "Common
Stock") were issued, outstanding and entitled to vote at any meeting of
stockholders. The shares of Common Stock are the only outstanding voting
securities of the Company. Each share of Common Stock outstanding as of the
record date will be entitled to one vote, and stockholders may vote in person or
by proxy.
Each stockholder is requested to complete, sign, date and return the
enclosed proxy without delay to ensure that his shares are voted at the Meeting.
Execution of a proxy will not in any way affect a stockholder's right to attend
the Meeting and vote in person. Any stockholder giving a proxy has the right to
revoke it by written notice to the Secretary of the Company at any time before
it is exercised at the Meeting or by voting at the Meeting.
The persons named as attorneys in the proxies are L. Barry Thomson, who
is a director and officer of the Company, and Judith A. Kellogg, who is the
controller of the Company. All properly executed proxies returned in time to be
cast at the Meeting will be voted and, with respect to the election of the Board
of Directors, will be voted as stated below under "Election of Directors." Any
stockholder giving a proxy has the right to withhold authority to vote for any
individual nominee to the Board of Directors by writing that nominee's name on
the space provided on the proxy. In addition to the election of directors, the
stockholders will consider and vote upon a proposal to ratify the selection of
Deloitte & Touche as auditors for the fiscal year ending December 31, 1998.
Where a choice has been specified on the proxy with respect to the foregoing
matters, the shares represented by the proxy will be voted in accordance with
the specification and will be voted "FOR" if no specification is indicated.
<PAGE> 4
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The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting is necessary
to establish a quorum for the transaction of business. Votes withheld from any
nominee, abstentions and broker non-votes (as defined below) are counted as
present or represented for purposes of determining the presence or absence of a
quorum. Directors are elected by a plurality of the votes cast by shareholders
entitled to vote at the Meeting. Shares represented by proxies which are marked
"withhold authority" will have no effect on the outcome of the vote for the
election of directors. The selection of auditors requires the affirmative vote
of the majority of shares present in person or represented by proxy at the
Meeting. Only shares that are voted in favor of the proposals will be counted
toward achievement of majority. Abstentions and broker non-votes have the same
effect as votes against the proposals. Shares subject to broker "non-votes" are
not considered to have been voted for the particular matter and have a practical
effect of reducing the number of affirmative votes required to achieve a
majority for such matter by reducing the total number of shares from which the
majority is calculated. A broker non-vote occurs when a broker holding shares
for a beneficial owner does not vote on a proposal because the broker does not
have discretionary voting power with respect to the proposal and has not
received instructions from the beneficial owner.
The Board of Directors knows of no other matter to be presented at the
Meeting. If any other matter should be presented at the Meeting upon which a
vote properly may be taken, shares represented by all proxies received by the
Board of Directors will be voted with respect thereto in accordance with the
judgment of the persons named as attorneys in the proxies.
An Annual Report to Stockholders, containing financial statements for
the fiscal year ended December 31, 1997, is being mailed to stockholders along
with this proxy statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, to the knowledge of management, certain
information regarding certain owners of Common Stock of the Company as of April
10, 1998 with respect to: (a) each person who is known by the Company to be the
beneficial owner of more than five percent (5%) of the 3,310,662 shares of
Common Stock outstanding at such date; (b) each director of the Company; (c)
each nominee director of the Company; (d) each executive officer named in the
Summary Compensation Table set forth below under "Compensation of Executive
Officers"; and (e) all current executive officers and directors of the Company
as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS (2)
------------------- ------------------------ --------------------
<S> <C> <C>
International Verifact Inc. 2,726,440 82.4%
79 Torbarrie Road
Toronto, Ontario
Canada M3L 1G5
L. Barry Thomson 10,000(3) *
Kenneth M. Kubler 155,000(4) 1.7%
George C. Whitton 13,333(5) *
Christopher F. Schellhorn 10,000(6) *
Milton A. Alpern 22,500(7) *
All directors and executive 33,333(8) 1.0%
officers as a group (3 persons)
</TABLE>
* Less than 1%.
(1) Except as otherwise noted below, the Company believes each beneficial
owner has the sole voting and investment power with respect to the
number of shares of Common Stock (through the exercise of stock options
or warrants with respect to Common Stock) shown as beneficially owned
by such beneficial owner.
<PAGE> 5
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(2) All numbers and percentages, except as otherwise noted, assume the
exercise of outstanding options or warrants. Pursuant to the rules of
the Securities and Exchange Commission, shares of Common Stock which an
individual or group has a right to acquire within 60 days of April 10,
1998 pursuant to the exercise of presently exercisable or outstanding
options are deemed to be outstanding for the purpose of computing the
percentage ownership of such individual or group, but are not deemed to
be outstanding for the purpose of computing the percentage ownership of
any other person shown in the table. Information with respect to
beneficial ownership is based upon information furnished by such
stockholder.
(3) Represents shares subject to options granted to Mr. Thomson exercisable
at April 10, 1998, or within 60 days thereafter.
(4) Includes 58,333 shares subject to vested options granted to Mr. Kubler
exercisable at April 10, 1998, or within 60 days thereafter.
(5) Represents shares subject to options granted to Mr. Whitton exercisable
at April 10, 1998, or within 60 days thereafter.
(6) Represents shares subject to options granted to Mr. Schellhorn
exercisable at April 10, 1998, or within 60 days thereafter.
(7) Includes 12,298 shares subject to vested options granted to Mr. Alpern
exercisable at April 10, 1998, or within 60 days thereafter.
(8) Represents shares subject to options exercisable at April 10, 1998, or
within 60 days thereafter.
The Company knows of no contract or other arrangement, including any
pledge by any person of securities of the Company, the operation of which may at
a subsequent date result in a change in control of the Company.
DIRECTORS AND EXECUTIVE OFFICERS
The directors of the Company are elected annually and hold office until
the next annual meeting of stockholders and until their successors shall have
been elected and qualified. Shares represented by all proxies received by the
Board of Directors and not so marked as to withhold authority to vote for any
individual director or for all directors will be voted for the election of the
nominees named below (unless one or more nominees are unable or unwilling to
serve). The Board of Directors knows of no reason why any such nominee should be
unable or unwilling to serve, but if such should be the case, proxies will be
voted for the election of some other person.
The Company's By-laws presently state that the number of directors
which shall constitute the whole Board of Directors shall be not less than one
and not more than nine. Within such limit, the number of directors shall be
determined by resolution of the Board of Directors or by the stockholders at the
annual meeting or at any special meeting of stockholders. The number of
directors currently fixed by the Board of Directors is three. There are
presently three individuals serving as directors of the Company. Kenneth M.
Kubler was a director of the Company until his resignation on March 13, 1998.
Any vacancy in the Board of Directors may be filled by the directors or
stockholders pursuant to the Company's Certificate of Incorporation and By-laws.
All three nominees are currently directors of the Company. Messrs.
Thomson and Whitton were initially elected to the Board of Directors on
September 13, 1996 and Mr. Schellhorn was initially elected to the Board of
Directors on March 4, 1997.
<PAGE> 6
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The following table sets forth the names of the nominees to be elected
at the Annual Meeting and the executive officers of the Company, their ages and
present positions with the Company.
<TABLE>
<CAPTION>
NAME AGE TITLE
<S> <C> <C>
L. Barry Thomson* 56 Chief Executive Officer, President, Secretary and
Director
George C. Whitton* 62 Director
Christopher F. Schellhorn* 47 Director
</TABLE>
- --------------
* Director Nominee
The following describes the business experience during the past five
years of each director, director nominee, and executive officers named above.
L. BARRY THOMSON has served as a director of the Company since
September 13, 1996 and as President, Chief Executive Officer and Secretary of
the Company since October 9, 1996. Mr. Thomson has served as Chief Executive
Officer of International Verifact Inc. ("IVI") since May 1996 and as President
since April 1994. In addition, Mr. Thomson has served as a director of IVI since
May 1995. Prior to becoming the Chief Executive Officer of IVI, from April 1994
until May 1996, Mr. Thomson served as Chief Operating Officer of IVI. Prior to
April 1994, Mr. Thomson served as President and Chief Executive Officer of Aluma
Systems Corporation, a construction technology company.
GEORGE C. WHITTON has served as a director of the Company since
September 13, 1996. Mr. Whitton has served as Chairman of International Verifact
Inc. ("IVI") since November 1986 and as Chief Executive Officer of IVI from
November 1986 until May 1996.
CHRISTOPHER F. SCHELLHORN has been a director of the Company since
March 4, 1997. Since August 1997, Mr. Schellhorn has served as the director of
operations of Integrion Financial Network, Inc. ("Integrion"), a company that
provides interactive banking and electronic commerce services to financial
institutions in North America. Mr. Schellhorn served as President and Chief
Operating Officer of Visa Interactive, a technology services company from August
1996 until August 1997 when such company was acquired by Integrion. Mr.
Schellhorn served as Vice President and General Manager of International
Verifact Inc. (U.S.) from August 1995 through August 1996. From January 1994
until August 1995, Mr. Schellhorn served as Executive Vice President of Market
Imaging Systems, Inc. Prior to such time, Mr. Schellhorn served as the Senior
Vice President of Wegmans Food Markets Inc.
The Board of Directors met four (4) times during the fiscal year ended
December 31, 1997. During the fiscal year ended December 31, 1997, all of the
incumbent directors attended no fewer than 75 percent of the aggregate of the
total number of meetings of the Board of Directors. The Board of Directors does
not have standing audit, nominating or compensation committees.
Election of the nominees for director listed above will require the
plurality vote of the holders of the outstanding shares of Common Stock of the
Company entitled to vote at the Meeting. The Board of Directors recommends a
vote "FOR" the election of the nominees listed.
<PAGE> 7
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
DIRECTOR COMPENSATION
Directors of the Company do not receive compensation for their services
as directors, but non-employee directors are reimbursed for expenses incurred in
connection with attendance at Board of Directors meetings. Directors are also
eligible for participation in the Company's 1995 Director Stock Option Plan.
EXECUTIVE OFFICER COMPENSATION
The following table sets forth information regarding compensation
received by the Chief Executive Officer and the most highly compensated
executive officers of the Company exceeding $100,000 for the last three
completed fiscal years. The Company did not make any restricted stock awards,
grant any stock appreciation rights, or make any long-term incentive plan
payments during the fiscal year ended December 31, 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------- --------------
OTHER ANNUAL ALL OTHER
NAME/TITLE YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS COMPENSATION ($)
- ---------- ---- ---------- --------- ---------------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C>
L. Barry Thomson 1997 -0- -0- -0- -0- -0-
Chief Executive Officer,
President, Director 1996 -0- -0- -0- 5,000 -0-
and Secretary (1)
Kenneth M. Kubler 1997 150,000 50,000 4,989(3) -0- -0-
Executive Vice President,
General Manager (2) 1996 44,484 -0- -0- 150,000 -0-
Milton A. Alpern 1997 103,569 -0- -0- -0- -0-
Chief Financial Officer,
Vice President and 1996 96,222 -0- -0- -0- -0-
Treasurer (4)
1995 90,710 -0- -0- 30,606 -0-
</TABLE>
(1) Mr. Thomson was elected to the position of Chief Executive Officer,
President and Secretary of the Company on October 9, 1996.
(2) Mr. Kubler was elected to the position of Executive Vice President and
General Manager of the Company on September 16, 1996. Mr. Kubler resigned
from the Company on March 13, 1998.
(3) Consists of $4,989 paid to Mr. Kubler for a car allowance.
(4) Mr. Alpern resigned from the Company on March 20, 1998.
<PAGE> 8
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STOCK PLANS
The Company currently has one employee stock ownership plan and one
director stock option plan, the 1988 Stock Plan and the 1995 Director Stock
Option Plan, respectively. The 1988 Stock Plan provides for the grant of
incentive stock options to officers and other employees of the Company and any
present or future subsidiaries of the Company (collectively, "Related
Companies") and the grant of (i) options which do not qualify as incentive stock
options, (ii) awards of stock in the Company and (iii) opportunities to make
direct purchases of stock in the Company (collectively, the "Stock Rights") to
directors, officers, employees and consultants of the Company and Related
Companies. The 1988 Stock Plan provides for the issuance of up to 800,000 shares
of Common Stock pursuant to the grant of Stock Rights. The terms of such Stock
Rights, including number of shares subject to each Stock Right, when the Stock
Right becomes exercisable, the exercise or purchase price of the Stock Right,
the duration of the Stock Right and the time, manner and form of payment upon
exercise of a Stock Right, are generally determined by the Board of Directors.
As of the end of the last fiscal year, incentive stock options to purchase
540,961 shares of Common Stock at an average exercise price of approximately
$.45 per share were outstanding, held by thirty-five (35) current and former
employees, and non-statutory options to purchase 16,665 shares of Common Stock
at an average exercise price of $3.00 per share were outstanding, held by five
(5) individuals pursuant to grants under the 1988 Stock Plan.
The 1995 Director Stock Option Plan authorizes the grant of
non-statutory options to directors of the Company. Each director who was a
member of the Board of Directors on October 26, 1995 was automatically granted
an option to purchase 15,000 shares of the Common Stock. Each director who is
first elected to the Board after October 26, 1995 will automatically be granted
on the date such person first becomes a member of the Board an option to
purchase 5,000 shares of Common Stock. In addition, each director who has served
continuously as a director for at least six months prior to January 15 of each
year shall be automatically granted on January 15 of each year an option to
purchase 5,000 shares of the Common Stock. The 1995 Director Stock Option Plan
provides for the issuance of up to 300,000 shares of Common Stock pursuant to
the grant of non-statutory stock options. Such options vest on the date of the
grant. Other terms of such options, including exercise or purchase price of the
options, the duration of the options and the time, manner and form of payment
upon exercise of such options, are generally determined by the Board of
Directors. As of the end of the last fiscal year, options to purchase 90,000
shares of Common Stock at an average exercise price of approximately $.36 per
share were outstanding, held by ten (10) current and former directors pursuant
to grants under the 1995 Director Stock Option Plan.
OPTION GRANTS IN LAST FISCAL YEAR
The Company did not grant stock options to any named executive officer
during the last fiscal year ended December 31, 1997 under the Company's 1988
Stock Plan or 1995 Director Plan. The Company does not grant stock appreciation
rights ("SARs") of any kind.
<PAGE> 9
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AGGREGATE OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
The following table sets forth information concerning unexercised
options to purchase Common Stock held at the end of fiscal year 1997 by the
named executive officers and the value of such officers' unexercised options at
December 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY OPTIONS AT
OPTIONS AT FY-END 1997 FY-END 1997 ($)
SHARES ACQUIRED VALUE (#)EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
L. Barry Thomson -0- -0- 5,000(1)/-0- $1,050/-0-
Kenneth M. Kubler -0- -0- 53,333(2)/96,667(3) 1,050/9,183
Milton A. Alpern -0- -0- 12,298(4)/10,202(5) 9,552/2,448
</TABLE>
(1) Represents 5,000 vested options granted pursuant to the Company's 1995
Director Stock Option Plan.
(2) Represents 5,000 vested options granted pursuant to the Company's 1995
Director Stock Option Plan and 48,333 vested options granted pursuant to
the Company's 1988 Stock Plan.
(3) Represents 96,667 options granted pursuant to the Company's 1988 Stock
Plan that will not vest due to Mr. Kubler's resignation from the Company on
March 13, 1998.
(4) Represents 12,298 vested options granted pursuant to the Company's 1988
Stock Plan.
(5) Represents 10,202 options granted pursuant to the Company's 1988 Stock
Plan that will not vest due to Mr. Alpern's resignation from the Company
on March 20, 1998.
PROPOSAL TO RATIFY SELECTION OF AUDITORS
The Board of Directors has selected the firm of Deloitte & Touche,
independent certified public accountants, to serve as auditors for the fiscal
year ending December 31, 1998. Deloitte & Touche has served as the Company's
auditors and outside accountants since 1988. It is expected that a member of the
firm will be present at the Annual Meeting of Stockholders with the opportunity
to make a statement if so desired and will be available to respond to
appropriate questions.
Ratification and approval of the selection of Deloitte & Touche as the
Company's independent public accountants for the fiscal year ending December 31,
1998 will require the affirmative vote of the holders of a majority of a quorum
of the outstanding shares of the Common Stock of the Company. The Board of
Directors recommends that stockholders vote "FOR" ratification and approval of
the selection of Deloitte & Touche as the Company's independent public
accountants for the fiscal year ending December 31, 1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 18, 1997, the Company entered into a Convertible Subordinated
Note Purchase Agreement (the "Note Agreement") with International Verifact Inc.
("IVI") whereby the Company may from time to time issue and sell to IVI, and IVI
agrees to purchase, the Company's Convertible Subordinated Notes (the "Notes"),
up to an aggregate principal amount of $1,000,000. On October 31, 1997, the
Company and IVI amended the Note Agreement to increase the aggregate principal
amount of the Notes which can be issued under the Note Agreement
<PAGE> 10
-8-
to $2,000,000. The Notes have a five year term, bear interest at a rate per
annum equal to the prime rate plus 2%, are secured by the Company's assets, and
are subordinate to the Company's working capital line of credit. The Notes are
convertible into shares of the Company's Common Stock at any time in accordance
with the terms of the Note Agreement, however the conversion price per share
shall be equal to no less than the fair market value as determined in the Note
Agreement. Additionally, the Notes are subject to certain registration rights in
the event that the Company determines to register additional shares of Common
Stock under the Securities Act of 1933, as amended. Interest payments on the
Notes are deferred until maturity.
On September 19, 1997 and November 24, 1997, the Company issued Notes
to IVI in the principal amounts of $400,000 and $1,100,000, respectively.
Interest payable on the Notes totaled $24,208 at December 31, 1997.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement
to be mailed to all stockholders entitled to vote at the next annual meeting of
the Company must be received at the Company's principal executive offices not
later than December 28, 1998. In order to curtail controversy as to the date on
which a proposal was received by the Company, it is suggested that proponents
submit their proposals by Certified Mail--Return Receipt Requested.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Company, and
in addition to soliciting stockholders by mail through its regular employees,
the Company may request banks and brokers to solicit their customers who have
stock of the Company registered in the name of a nominee and, if so, will
reimburse such banks and brokers for their reasonable out-of-pocket costs.
Solicitation by officers and employees of the Company may also be made of some
stockholders in person or by mail, telephone or telegraph following the original
solicitation.
SECTION 16 REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and holders of more than 10% of the Company's
Common Stock (collectively, the "Reporting Person") to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock of the Company. Such persons are required by
regulations of the Commission to furnish the Company with copies of all such
filing Based on its review of the copies of such filings received by it with
respect to the fiscal year ended December 31,1997, the Company believes that all
Reporting Persons complied with all Section 16(a) requirements in the fiscal
year ended December 31, 1997.
<PAGE> 11
NATIONAL TRANSACTION NETWORK, INC.
117 FLANDERS ROAD
WESTBOROUGH, MASSACHUSETTS 01581
(508) 870-3200
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
June 2, 1998
The undersigned hereby appoints L. Barry Thomson and Judith A. Kellogg,
and each of them singly, proxies for the undersigned, with full power of
attorney and power of substitution, to vote all shares of capital stock of any
class which the undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting") of National Transaction Network, Inc. (the
"Company") to be held on Tuesday, June 2, 1998, at 11:00 a.m. at the offices of
the Company, 117 Flanders Road, Westborough, Massachusetts 01581, and at any
adjournment thereof, upon the matters set forth in the Notice of Annual Meeting
of Stockholders and accompanying Proxy Statement, each dated April 27, 1998,
receipt of which is hereby acknowledged:
1. To elect a Board of Directors for the ensuing year.
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
L. Barry Thomson, George C. Whitton and Christopher F. Schellhorn.
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME
IN THE LIST ABOVE.
2. To ratify the selection of the firm of Deloitte & Touche as auditors of
the Company for the fiscal year ending December 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the meeting and
any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THIS PROXY WILL BE VOTED AS SPECIFIED OR, WHERE NO DIRECTION IS GIVEN, WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEE DIRECTORS AND FOR THE PROPOSALS IN ITEM 2.
A VOTE TO TRANSACT SUCH OTHER BUSINESS AS MAY BE PROPERLY TAKEN UNDER ITEM 3
WILL BE VOTED IN
<PAGE> 12
ACCORDANCE WITH THE JUDGMENT OF THE PERSONS HEREINBEFORE NAMED AS ATTORNEYS.
Dated: ____________, 1998 Print Name: _______________________
Signature(s):______________________
IMPORTANT: Please date this Proxy and sign exactly as your name(s) appear(s)
hereon. If stock is held jointly, each owner should sign. If signing as
attorney, executor, administrator, trustee, guardian or other fiduciary please
give your full title as such.
STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS MAY VOTE IN PERSON
EVEN THOUGH THEY HAVE PREVIOUSLY MAILED THIS PROXY. PLEASE DATE, SIGN AND RETURN
THIS PROXY PROMPTLY IN THE ENCLOSED PRE-PAID, PRE-ADDRESSED ENVELOPE.
