<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
National Transaction Network, Inc.
-------------------------------------------------------
(Name of Issuer)
Common Stock, $0.15 par value per share
-------------------------------------------------------
(Title of Class of Securities)
638221 40 8
------------------
(CUSIP Number)
L. Barry Thomson
1003 Mansell Road
Roswell, Georgia 30076
(770) 594-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 25, 1998
---------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* 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).
Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
===============================================================================
- ----------------------- ---------------------
CUSIP NO.638221 Page 2 OF 11 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
IVI Checkmate Corp.
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
58-2375201
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4 OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 -0-
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,726,440
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 -0-
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 2,726,440
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,726,440
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
82.0%*
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14 CO
- ------------------------------------------------------------------------------
* Based on 3,325,468 shares of Common Stock outstanding as of June 25, 1998.
Page 2 of 11 Pages
<PAGE>
===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO.638221 40 8 Page 3 OF 11 Pages
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
IVI Checkmate Ltd. (formerly International Verifact Inc.)
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
None
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Canada
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 -0-
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 2,726,440
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 -0-
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 2,726,440
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 2,726,440
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 82.0%*
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
* Based on 3,325,468 shares of Common Stock outstanding as of June 25, 1998.
Page 3 of 11 Pages
<PAGE>
Item 1. Security and Issuer
Item 1 of the statement on Schedule 13D filed by IVI regarding the event on
September 13, 1996 stated the following:
This Schedule 13D relates to the Common Stock, $0.15 par value ("Common
Stock"), of National Transaction Network, Inc., a corporation organized under
the laws of the State of Delaware (the "Company"). The principal executive
offices of the Company are located at 9 Kane Industrial Drive, Hudson,
Massachusetts 01749.
Item 1 is deleted in its entirety and replaced with the following:
This statement relates to the common stock ("Common Stock"), par value $.15
per share, of National Transaction Network, Inc. ("NTN"), a Delaware
corporation. The principal executive offices of NTN are located at 117 Flanders
Road, Westborough, Massachusetts 01581.
Item 2. Identity and Background
Item 2 of the statement on Schedule 13D filed by IVI regarding the event on
September 13, 1996 stated the following:
This Schedule 13D is filed by International Verifact Inc. (the "Reporting
Person"), a corporation organized under the laws of Canada. The principal and
registered office of the Reporting Person is located at 79 Torbarrie Road,
Toronto, Ontario, M3L 1G5, Canada. The common shares of the Reporting Person
are listed and posted for trading on The Toronto Stock Exchange and quoted on
the Nasdaq National Marketing System.
The Reporting Person is principally engaged in the business of the design,
development, integration, marketing, operations and maintenance of electronic
payment solutions for retailers, financial institutions, governments and other
businesses. The Reporting Person'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.
Attached as Appendix A to Item 2 is information concerning the executive
officers and directors of the Reporting Person as is required to be disclosed in
response to Item 2 and General Instruction C to Schedule 13D.
Neither the Reporting Person nor any of the persons referred to in Appendix A
to Item 2 has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanours) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of 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 2 is deleted in its entirety and replaced with the following:
Page 4 of 11 Pages
<PAGE>
The persons filing this statement are IVI Checkmate Corp. (the "Company"), a
Delaware corporation, and IVI Checkmate Ltd. ("IVI"), a Canadian corporation
formerly known as International Verifact Inc. and a wholly-owned subsidiary of
the Company. IVI Checkmate Inc. ("Checkmate"), a Georgia corporation formerly
known as Checkmate Electronics, Inc., is also a wholly-owned subsidiary of the
Company.
In June 1998, IVI combined (the "Combination") with Checkmate to form the
Company under the terms of the Combination Agreement dated January 16, 1998
between the Company, IVI, Checkmate and Future Merger Corporation, which is
incorporated by reference in Exhibit D hereto. Pursuant to the terms of the
Combination, IVI and Checkmate became wholly-owned subsidiaries of the Company.
The Company provides electronic transaction solutions in North America and
operates in the electronic payment business through its subsidiaries. IVI and
Checkmate design, develop and market innovative payment and value-added
solutions that optimize transaction management at the point-of-service in the
retail, financial, hospitality, healthcare and transportation industries. Their
software, hardware and professional services minimize transaction costs, reduce
operational complexity and improve profitability for their customers in the
U.S., Canada and Latin America.
The principal executive offices of the Company and Checkmate are located at
1003 Mansell Road, Roswell, Georgia 30076. The principal executive office of
IVI is located at 79 Torbarrie Road, Toronto, Ontario M3L 1G5, Canada.
The name, business address, present principal occupation and citizenship of
each executive officer and director of the Company and IVI are attached on
Exhibit B and Exhibit C hereto, respectively.
During the past five years, neither the Company, IVI nor, to the best of
their knowledge, any of their directors or executive officers, has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of 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 3. Source and Amount of Funds or Other Consideration
Item 3 of the statement on Schedule 13D filed by IVI regarding the event on
September 13, 1996 stated the following:
Pursuant to a share purchase agreement (the "Agreement") dated September 13,
1996 between the Reporting Person, BCE Investments (Canada) Inc. ("BCEI") and
Nelson Doubleday ("Doubleday"), a copy of which is attached to this Schedule 13D
as Exhibit A, the Reporting Person agreed to purchase from BCEI and Doubleday an
aggregate of 2,726,440 shares of Common Stock of the Company (the "Purchased
Shares"), representing 84% of the outstanding shares of Common Stock of the
Company (the "Acquisition"). The aggregate purchase price payable by the
Reporting
Page 5 of 11 Pages
<PAGE>
Person for the Purchased Shares was $1,254,162.40 (or $0.46 per
Purchased Share) which the Reporting Person satisfied in full by the issuance to
BCEI and Doubleday of an aggregate of 230,850 common shares in the capital of
the Reporting Person.
The phrase "the Reporting Company" in Item 3 is hereby replaced with "IVI",
the phrase "of the Company" is hereby deleted in its entirety, and the following
is added after the last paragraph in Item 3:
The Company obtained its interest in the 2,726,440 shares of Common Stock
that are the subject of this statement (the "Shares") as part of the
Combination.
Item 4. Purpose of Transaction
Item 4 of the statement on Schedule 13D filed by IVI regarding the event on
September 13, 1996 stated the following:
The Company designs, integrates and markets point-of-sale electronic payment
systems and software for use in retail applications and is, therefore, engaged
in businesses similar and complementary to the business of the Reporting Person
as discussed in Item 2 of this Schedule 13D. The purpose of the Acquisition by
the Reporting Person of 84% of the outstanding shares of Common Stock of the
Company was to fulfil a strategic objective of the Reporting Person by providing
to the Reporting Person access to the established software capabilities of the
Company which will allow the Reporting Person to provide end-to-end in-store
payment solutions to its current and future potential customers. In addition,
the Acquisition assists the Reporting Person in achieving its strategic
objective of obtaining a larger share of the U.S. market for electronic payment
systems as the Company's customer base consists of multi-lane retail companies
in the United States and distribution agreements with major store system
providers in the United States.
As a condition to the completion of the Acquisition, the former board of
directors of the Company resigned effective as of September 13, 1996. The board
of directors of the Company was, effective September 13, 1996, reduced in number
to three persons consisting of nominees of the Reporting Person, namely, Messrs.
George Whitton, L. Barry Thomson and Ken Kubler. Effective September 16, 1996,
all of the former executive officers of the Company resigned, other than Mr.
Milton Alpern, the Chief Financial Officer and Vice-President of Finance of the
Company. Further changes to the Board of Directors and management of the
Company may occur as the Reporting Person and the new directors and executive
officers become familiar with the operations of the Company.
Except as described in this Item 4 and elsewhere in this Schedule 13D,
neither the Reporting Person nor any of the persons named on Appendix A to Item
2 of this Schedule 13D has formulated any plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company; (c) a sale or transfer of a material amount
of the assets of the Company; (d) any material change in the present
capitalization or dividend policy of the Company; (e) any other material change
in the Company's business or corporate structure; (f) changes in the Company's
charter, by-laws or
Page 6 of 11 Pages
<PAGE>
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person; (g) causing a
class of securities of the Company to be delisted from a national securities
exchange or cease to be authorized to be quoted in an interdealer quotation
system of a registered national securities association; (h) causing a class of
equity securities of the Company to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Act, as amended; or (i) any
action similar to those enumerated above.
Item 4 is deleted in its entirety and replaced with the following:
NTN designs, integrates and markets point-of-sale electronic payment systems
and software for use in retail applications and is, therefore, engaged in
businesses similar and complementary to the business of IVI as discussed in Item
2 of this Schedule 13D. The purpose of the Acquisition was to fulfill a
strategic objective of IVI by providing IVI with access to the established
software capabilities of NTN, which will allow IVI to provide end-to-end in-
store payment solutions to its current and future potential customers. The
Company's acquisition of the beneficial ownership of the Shares is a result of
the Combination.
Except as described in this Item 4 and elsewhere in this Schedule 13D,
neither the Company, IVI nor any of the executive officers or directors of the
Company or IVI has formulated any plans or proposals which relate to or would
result in: (i) the acquisition by any person of additional securities of NTN,
or the disposition of securities of NTN; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving NTN;
(iii) a sale or transfer of a material amount of the assets of NTN; (iv) any
material change in the present capitalization or dividend policy of NTN; (v) any
other material change in NTN's business or corporate structure; (vi) changes in
NTN's charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of NTN by any person; (vii) causing
a class of securities of NTN to be delisted from a national securities exchange
or cease to be authorized to be quoted in an interdealer quotation system of a
registered national securities association; (viii) causing a class of equity
securities of NTN to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (ix) any
action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
Item 5 of the statement on Schedule 13D filed by IVI regarding the event on
September 13, 1996 stated the following:
(a) The aggregate number of shares of Common Stock of the Company that may
be deemed to be beneficially owned by the Reporting Person as of the date hereof
is 2,726,440 shares, or approximately 84% of the class of securities identified
in Item 1 of this Schedule 13D based on information from the Company that there
were 3,248,606 shares of Common Stock outstanding as of June 30, 1996 (which
figure includes the 2,726,440 shares of Common Stock subject to the Agreement).
None of the persons named in Appendix A to Item 2 of this Schedule 13D
beneficially owns any shares of Common Stock of the Company.
(b) The number of shares of Common Stock of the Company as to which the
Reporting Person may be deemed to (i) have sole power to vote or to direct the
vote, (ii) shared power to vote
Page 7 of 11 Pages
<PAGE>
or to direct the vote, (iii) sole power to dispose or direct the disposition, or
(iv) shared power to dispose or direct the disposition is set forth in the cover
page of this Schedule 13D and such information is incorporated herein by
reference.
(c) Except as reported in Item 4 of this Schedule 13D, there have been no
reportable transactions with respect to the Common Stock of the Company within
the last 60 days by the Reporting Person and persons named in Appendix A to Item
2 of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
Item 5 is deleted in its entirety and replaced with the following:
(a) IVI beneficially owns 2,726,440 shares of Common Stock, which represents
82.0% of the Common Stock (based on the representation by NTN that
3,325,468 shares of Common Stock were outstanding on June 25, 1998). The
Company has beneficial ownership of such shares because IVI is a wholly-
owned subsidiary of the Company. None of the persons named in Exhibit B or
Exhibit C hereto beneficially own any shares of Common Stock.
(b) The Company and IVI share the power to vote, direct, dispose of and to
direct the disposition of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to the Securities of the Issuer
Item 6 of the statement on Schedule 13D filed by IVI regarding the event on
September 13, 1996 stated the following:
With the exception of the Agreement referred to in Item 3 of this Schedule
13D, upon its effectiveness, no contracts, arrangements, understandings or
relationships (legal or otherwise) exist among the persons named in Item 2 of
this Schedule 13D or between such persons and any other person with respect to
any securities of the Company, including but not limited to transfer or voting
of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Item 7 of the statement on Schedule 13D filed by IVI regarding the event on
September 13, 1996 stated the following:
1. Exhibit A The Stock Purchase Agreement
The following Exhibits are filed as part of this Amendment No. 1 to Schedule
13D:
Page 8 of 11 Pages
<PAGE>
Exhibit B Name, business address, present principal occupation and
citizenship of each executive officer and director of IVI
Checkmate Corp.
Exhibit C Name, business address, present principal occupation and
citizenship of each executive officer and director of IVI
Checkmate Ltd.
Exhibit D The Combination Agreement dated January 16, 1998 between the
Company, IVI, Checkmate, and Future Merger Corporation
(incorporated by reference from Exhibit 10.1(a) to Checkmate's
Annual Report on Form 10-K for the period ending December 31,
1997.)
Page 9 of 11 Pages
<PAGE>
Signature
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.
Dated: May 25, 1999. IVI CHECKMATE CORP.
/s/ L. Barry Thomson
--------------------------------------
L. Barry Thomson
President and CEO
Dated: May 25, 1999. IVI CHECKMATE LTD.
/s/ L. Barry Thomson
--------------------------------------
L. Barry Thomson
President and CEO
Page 10 of 11 Pages
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page No.
- ------- --------
B Name, business address, present principal --
occupation and citizenship of each executive
officer and director of IVI Checkmate Corp.
C Name, business address, present principal --
occupation and citizenship of each executive
officer and director of IVI Checkmate Ltd.
Page 11 of 11 Pages
<PAGE>
Exhibit B
---------
Executive Officers and Directors of
IVI Checkmate Corp.
The following sets forth information with respect to the executive
officers and directors of IVI Checkmate Corp.
Gerard Compain is a French citizen and his principal occupation is
Managing Director of Ingenico S.A. Mr. Compain's principal business address is
9, quai de Dion Bouton, 92816 Puteaux Cedex, France. Mr. Compain is a director
of the Company.
Gregory A. Lewis is a U.S. citizen and his principal occupation is to
act as the President and Chief Executive Officer of Checkmate. Mr. Lewis'
business address is 1003 Mansell Road, Roswell, Georgia 30076. Mr. Lewis is a
director of the Company.
John J. Neubert is a U.S. citizen and his principal occupation is to
act as the Vice President-Finance and Administration, Chief Financial Officer,
Secretary and Treasurer of the Company. Mr. Neubert's business address is 1003
Mansell Road, Roswell, Georgia 30076.
Paul W. Noblett is a U.S. citizen and his principal occupation is to
act as President of Noblett & Associates, Inc. Mr. Noblett's business address
is 1500 East Las Olas Boulevard, Fort Lauderdale, Florida 33301. Mr. Noblett is
a director of the Company.
Bertil D. Nordin is a U.S. citizen and his principal occupation is to
act as an investor in and director and advisor of several companies in computer
related fields. Mr. Nordin's business address is 14 Ball Creek Way, Dunwoody,
Georgia 30350. Mr. Nordin is a director of the Company.
Gareth Owen is an Australian citizen and his principal occupation is
Managing Director of Ingenico International (Pacific) Pty Limited. Mr. Owen's
business address is 9, quai de Dion Bouton, 92816 Puteaux Cedex, France. Mr.
Owen is a director of the Company.
Peter E. Roode is a Canadian citizen and his principal occupation is
to act as the President of Triarch Corporation. Mr. Roode's business address is
55 University Avenue, Suite 605, Toronto, Ontario, M5J 2H7, Canada. Mr. Roode
is a director of the Company.
Stanford Spence is a U.S. citizen and his principal occupation is to
act as the Chairman of the Board of the Company. Mr. Spence's business address
is 1003 Mansell Road, Roswell, Georgia 30076. Mr. Spence is a director of the
Company.
L. Barry Thomson is a Canadian citizen and his principal occupation is
to act as the President and Chief Executive Officer of the Company and IVI. Mr.
Thomson's business address is 79 Torbarrie Road, Toronto, Ontario, M3L 1G5,
Canada. Mr. Thomson is a director of the Company and IVI.
<PAGE>
George Whitton is a Canadian citizen and his principal occupation is
to act as Vice Chairman of the Board of Directors of the Company. Mr. Whitton's
business address is 79 Torbarrie Road, Toronto, Ontario, M3L 1G5, Canada. Mr.
Whitton is a director of the Company.
<PAGE>
Exhibit C
---------
Executive Officers and Directors of
IVI Checkmate Ltd.
The following sets forth information with respect to the executive
officers and directors of IVI Checkmate Ltd.
W. Douglas M. Archibald is a Canadian citizen and his principal
occupation is to act as the President and Chief Executive Officer of Design
Recovery Inc. Mr. Archibald's business address is Suite 405, 277 Lakeshore
Road, East, Oakville, Ontario, L6J 1H9, Canada. Mr. Archibald is a director of
IVI.
R. Geoffrey Bowen is a Canadian citizen and his principal occupation
is Vice President Sales of IVI. Mr. Bowen's business address is 79 Torbarrie
Road, Toronto, Ontario, M3L 1G5, Canada.
Nicholas J.L. Dawson is a Canadian citizen and his principal
occupation is to act as the Vice President Operations of IVI. Mr. Dawson's
business address is 79 Torbarrie Road, Toronto, Ontario, M3L 1G5, Canada.
David Groves is a Canadian citizen and his principal occupation is to
act as the Vice President Engineering of IVI. Mr. Groves' business address is
79 Torbarrie Road, Toronto, Ontario, M3L 1G5, Canada.
Martin Hemy is a Canadian citizen and his principal occupation is to
act as the Vice President Product and Market Research of IVI. Mr. Hemy's
business address is 79 Torbarrie Road, Toronto, Ontario, M3L 1G5, Canada.
Peter H. Henry is a Canadian citizen and his principal occupation is
to act as the Vice President, and Chief Financial Officer of IVI. Mr. Henry's
business address is 79 Torbarrie Road, Toronto, Ontario, M3L 1G5, Canada.
Peter E. Roode is a Canadian citizen and his principal occupation is
to act as the President of Triarch Corporation. Mr. Roode's business address is
55 University Avenue, Suite 605, Toronto, Ontario, M5J 2H7, Canada. Mr. Roode
is a director of IVI.
Stanford Spence is a U.S. citizen and his principal occupation is to
act as the Chairman of the Board of the Company. Mr. Spence's business address
is 1003 Mansell Road, Roswell, Georgia 30076. Mr. Spence is a director of IVI.
L. Barry Thomson is a Canadian citizen and his principal occupation is
to act as the President and Chief Executive Officer of the Company and IVI. Mr.
Thomson's business address is 79 Torbarrie Road, Toronto, Ontario, M3L 1G5,
Canada. Mr. Thomson is a director of the Company and IVI.
<PAGE>
George Whitton is a Canadian citizen and his principal occupation is
to act as Chairman of the Board of Directors of IVI. Mr. Whitton's business
address is 79 Torbarrie Road, Toronto, Ontario, M3L 1G5, Canada.
