<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
December 31, 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 8 Pages
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 638221 40 8 PAGE 2 OF 8 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
IVI Checkmate Corp.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
58-2375201
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
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 SOCK OUTSTANDING AS OF DECEMBER 31,
1998
Page 2 of 8 Pages
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===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO.638221 40 8 PAGE 3 OF 8 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
IVI Checkmate Ltd.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
None
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
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
CANADA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 -0-
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 -0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 -0-
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 -0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
-0-
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
Page 3 of 8 Pages
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===============================================================================
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO.638221 40 8 PAGE 4 OF 8 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
IVI Checkmate Inc.
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
88-0117097
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
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 Georgia
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 2,726,440
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 -0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 2,726,440
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 -0-
- ------------------------------------------------------------------------------
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 December 31,
1998
Page 4 of 8 Pages
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Item 2. Identity and Background
The first sentence of Item 2 is deleted in its entirety and replaced with the
following:
The persons filing this statement are IVI Checkmate Corp. (the "Company"), a
Delaware corporation, IVI Checkmate Ltd. ("IVI"), a Canadian corporation and
wholly-owned subsidiary of the Company, and IVI Checkmate Inc. ("Checkmate"), a
Georgia corporation and wholly-owned subsidiary of the Company.
The following is added after the last sentence in the fifth paragraph of Item
2: "The name, business address, present principal occupation and citizenship of
each executive officer and director of Checkmate is attached on Exhibit E
hereto.
The phrase "the Company, IVI nor," in the last paragraph of Item 2 is deleted
in its entirety and replaced with "the Company, IVI, Checkmate nor,".
Item 3. Source and Amount of Funds or Other Consideration
The following is added after the first paragraph in Item 3:
On December 31, 1998, the Company underwent a restructuring (the
"Restructuring") under which the 2,726,440 shares of Common Stock owned by IVI
were contributed to Checkmate pursuant to that certain stock exchange agreement
(the "Exchange Agreement") dated December 31, 1998, between IVI and Checkmate.
The Exchange Agreement is attached hereto as Exhibit F. Under the terms of the
Exchange Agreement, Checkmate acquired 2,726,440 shares of Common Stock from IVI
in exchange for 2,000,000 shares of Preferred Stock, par value $1.00 per share,
of Checkmate. The 2,726,440 shares of Common Stock acquired by Checkmate
represent its entire interest in the Common Stock and constitutes 82.0% of the
outstanding Common Stock.
Item 4. Purpose of Transaction
The following is added after the last sentence in the first paragraph of
Item 4:
Checkmate acquired and IVI disposed of beneficial ownership of the Shares as
a result of the Restructuring. The purpose of the Restructuring was to transfer
the Common Stock from IVI to Checkmate to recognize certain tax benefits and
align the U.S. operations with the U.S.-based subsidiary.
The phrase "the Company, IVI nor any of the executive officers or directors
of the Company or IVI" in the last paragraph of Item 4 is deleted in its
entirety and replaced with the following: "the Company, IVI, Checkmate nor any
of the executive officers or directors of the Company, IVI or Checkmate".
Page 5 of 8 Pages
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Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is deleted in its entirety and replaced with the
following:
(a) As a result of the Restructuring, IVI no longer owns any interest in NTN
and Checkmate 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 December 31,
1998). The Company has beneficial ownership of such shares because
Checkmate is a wholly-owned subsidiary of the Company. None of the
executive officers or directors of the Company, IVI or Checkmate
beneficially own any shares of Common Stock.
(b) The Company and Checkmate share the power to vote, direct, dispose of and
direct the disposition of the Shares.
Item 7. Material to Be Filed as Exhibits
The following Exhibit is filed as part of this Amendment No. 2 to Schedule
13D:
Exhibit E Name, business address, present principal occupation and
citizenship of each executive officer and director of IVI
Checkmate Inc.
Exhibit F Stock Exchange Agreement dated December 31, 1998 between IVI and
Checkmate.
Page 6 of 8 Pages
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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
Dated: May 25, 1999 IVI CHECKMATE INC.
/s/ Gregory A. Lewis
------------------------------------
Gregory A. Lewis
President and CEO
Page 7 of 8 Pages
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EXHIBIT INDEX
Sequential
Exhibit Page No.
- ------- ----------
E Name, business address, present principal --
occupation and citizenship of each executive
officer and director of IVI Checkmate Inc.
F Stock Exchange Agreement dated December 31, 1998 --
between IVI and Checkmate
Page 8 of 8 Pages
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Exhibit E
---------
Executive Officers and Directors of
IVI Checkmate Inc.
The following sets forth information with respect to the executive
officers and directors of IVI Checkmate Inc.
Margaret Burkett is a U.S. citizen and her principal occupation is
Secretary of Checkmate. Ms. Burkett's principal business address is 1003
Mansell Road, Roswell, Georgia 30076.
James W. Crowley is a U.S. citizen and his principal occupation is to
act as a director of Checkmate. Mr. Crowley's principal residence address is
3051 Princeton Avenue, Daytona Beach, Florida 32118. Mr. Crowley is a director
of Checkmate.
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 Checkmate.
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. Mr. Neubert is the Executive Vice
President and Chief Financial Officer of Checkmate, and is a director of
Checkmate.
Frank C. Peters is a U.S. citizen and his principal occupation is to
act as President and Chief Executive Officer of MICR-Net International, Inc.
Mr. Peters' business address is 25 Oakhampton Drive, Luthersville, Maryland
21093. Mr. Peters 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
Company, IVI and Checkmate.
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, IVI and Checkmate.
Howard Yenke is a U.S. citizen and his principal occupation is to act
as President of Casino Data Systems. Mr. Yenke's business address is 3300
Birtcher Drive, Las Vegas, Nevada 89118. Mr. Yenke is a director of Checkmate.
<PAGE>
Exhibit F
---------
STOCK EXCHANGE AGREEMENT
(IVIUS AND NTN SHARES)
This STOCK EXCHANGE AGREEMENT (IVIUS and NTN SHARES) (this
"Agreement") is made and entered into as of the 31st day of December 1998, by
and between IVI CHECKMATE LTD., a Canadian corporation ("IVIC-Canada"), and IVI
CHECKMATE INC., a Georgia corporation ("IVIC-Georgia").
Background
IVIC-Canada desires to transfer to IVIC-Georgia all of the shares of
the common stock of International Verifact Inc. ("U.S."), a Delaware corporation
("IVIUS"), currently owned by IVIC-Canada in exchange for preferred shares of
IVIC-Georgia, in a transaction intended to be tax free under Section 351 of the
Internal Revenue Code of 1986, as amended.
IVIC-Canada desires to transfer to IVIC-Georgia all of shares of the
common stock of National Transaction Network, Inc., a Delaware corporation
("NTN"), currently owned by IVIC-Canada in exchange for preferred shares of
IVIC-Georgia, in a transaction intended to be tax free under Section 351 of the
Internal Revenue Code of 1986, as amended.
This exchange is being entered into contemporaneously with and as part
of that certain "Stock Exchange Agreement (Plourde and Debitek Shares)" between
IVIC-Georgia and IVI Checkmate Corp., a Delaware corporation, dated as of
December 31, 1998.
In consideration of the foregoing, the mutual representations,
warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
Article I. Terms of Transfer of Shares
(a) Upon the terms and subject to the conditions of this Agreement,
IVIC-Canada does hereby transfer, assign and deliver to IVIC-Georgia, and IVIC-
Georgia does hereby accept from IVIC-Canada, four million, five hundred sixty-
two thousand, five hundred eighty-four (4,562,584) shares of the $0.01 par value
common stock (the "IVIUS Shares") of IVIUS, which constitutes all of the
outstanding capital stock of IVIUS, as evidenced by a stock certificate of
IVIUS, in exchange for the issuance and delivery to IVIC-Canada of a certificate
for 15,000,000 shares of IVIC-Georgia's Preferred Stock, the receipt and
sufficiency of which is hereby acknowledged by IVIC-Canada.
(b) Upon the terms and subject to the conditions of this Agreement,
IVIC-Canada does hereby transfer, assign and deliver to IVIC-Georgia, and IVIC-
Georgia does hereby accept,
1
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two million, seven hundred twenty-six, four hundred forty (2,726,440) shares of
the $0.15 par value common stock (the "NTN Shares") of NTN, which constitutes
eighty three and nine-tenths percent (83.90%) of the outstanding capital stock
of NTN, as evidenced by a stock certificate of NTN, in exchange for the issuance
and delivery to IVIC-Canada of a certificate for 2,000,000 shares of IVIC-
Georgia's Preferred Stock, the receipt and sufficiency of which is hereby
acknowledged by IVIC-Canada.
(c) IVIC-Canada does hereby convey to IVIC-Georgia good, valid and
marketable title to the IVIUS Shares and the NTN Shares (collectively, the
"Shares") free and clear of any and all liabilities, obligations, restrictions
(other than applicable securities laws restrictions) or rights of others of any
character whatsoever. Simultaneously with the execution of this Agreement,
IVIC-Canada has delivered to IVIC-Georgia stock certificates evidencing the
Shares registered in the name of IVIC-Canada, duly endorsed to IVIC-Georgia on
the reverse thereof or accompanied by a duly executed stock power.
Article II. Representations and Warranties of IVIC-Canada
IVIC-Canada represents and warrants to IVIC-Georgia as follows:
Section 2.1 Ownership of Shares.
IVIC-Canada is the record and beneficial owner of all the Shares free
and clear of any liens, claims, options, charges, encumbrances or rights of
others.
The IVIUS Shares constitute all of the outstanding capital stock of
IVIUS. There are no other classes of stock of IVIUS.
The NTN Shares constitute eighty-three and nine-tenths percent (83.9%)
of the outstanding capital stock of NTN. There are no other classes of stock of
NTN outstanding.
Section 2.2 Consents.
IVIC-Canada may enter into this Agreement and perform its obligations
under this Agreement without the necessity of obtaining any consent from anyone,
including any governmental authority, and all of the Shares may be transferred
by IVIC-Canada to IVIC-Georgia without impairment or forfeiture or the
imposition of any lien, charge or encumbrance with respect to such Shares.
Section 2.3 Authorization and Binding Effect.
IVIC-Canada has the legal capacity to execute, deliver and enter into
this Agreement and to consummate the transactions contemplated by this
Agreement. All requisite actions required to be taken by IVIC-Canada to
authorize the transactions contemplated by this Agreement have been taken and
this Agreement constitutes a legal, valid and binding agreement enforceable
against IVIC-Canada in accordance with its terms. Upon consummation of the
transactions
2
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contemplated herein, IVIC-Georgia will own the Shares free and
clear of any liens, claims, options, charges, encumbrances or rights of others.
Section 2.4 No Breach.
The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not violate or result
in a breach of or default under any instrument or agreement to which IVIC-Canada
is a party or is bound, or violate any law, rule, regulation, judgment, order,
injunction, decree, or award against or binding upon IVIC-Canada.
Section 2.5 Access to Information.
IVIC-Canada acknowledges that it has had full access to financial and
other information related to IVIC-Georgia.
Article III. Representations and Warranties of IVIC-Georgia
IVIC-Georgia represents and warrants to IVIC-Canada as follows:
Section 3.1 Consents.
IVIC-Georgia may enter into this Agreement and perform its obligations
under this Agreement without the necessity of obtaining any consent from anyone,
including any governmental authority.
Section 3.2 Authorization and Binding Effect.
IVIC-Georgia has the legal capacity to execute, deliver and enter into
this Agreement and to consummate the transactions contemplated in this
Agreement. All requisite actions required to be taken by IVIC-Georgia to
authorize the transactions contemplated by this Agreement have been taken and
this Agreement constitutes a legal, valid and binding agreement enforceable
against IVIC-Georgia in accordance with its terms.
Section 3.3 No Breach.
The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not violate or result
in a breach of or default under any instrument or agreement to which IVIC-
Georgia is a party or is bound, or violate any law, rule, regulation, judgment,
order, injunction, decree, or award against or binding upon IVIC-Georgia.
Section 3.4 Access to Information.
IVIC-Georgia acknowledges that it has had full access to financial and
other information related to IVIUS and NTN.
3
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Article IV. Indemnification
Section 4.1 Indemnity by IVIC-Canada.
IVIC-Canada hereby agrees to indemnify IVIC-Georgia against, and to
hold IVIC-Georgia harmless from, any and all losses, liabilities, costs, damages
and expenses (including but not limited to reasonable attorneys' fees, including
attorneys' fees necessary to enforce its rights to indemnification hereunder)
arising from or resulting by reason of any breach of any of the representations,
warranties, covenants or agreements made or to be performed by IVIC-Canada
pursuant to this Agreement.
Section 4.2 Indemnity by IVIC-Georgia.
IVIC-Georgia hereby agrees to indemnify IVIC-Canada against, and to
hold IVIC-Canada harmless from, any and all losses, liabilities, costs, damages
and expenses (including but not limited to reasonable attorneys' fees, including
attorneys' fees necessary to enforce its rights to indemnification hereunder)
arising from or resulting by reason of any breach of any of the representations,
warranties, covenants or agreements made or to be performed by IVIC-Georgia
pursuant to this Agreement.
Article V. Miscellaneous
Section 5.1 Representations and Warranties.
All of the representations, warranties, covenants and agreements made
by either of the parties in or pursuant to this Agreement or in any instrument,
exhibit, or certificate delivered pursuant hereto shall survive the consummation
of the transactions contemplated by this Agreement.
Section 5.2 Successors and Assigns.
All terms and conditions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the heirs, successors and assigns
of the parties. Neither party may assign any of his or its rights hereunder
without the prior written consent of the other party hereto.
Section 5.3 Governing Law.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Georgia.
Section 5.4 Counterparts.
This Agreement may be executed in one or more counterparts, all of
which shall be one and the same Agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties.
4
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Section 5.5 Further Assurances.
IVIC-Canada shall at any time and from time to time after the date
hereof take whatever actions IVIC-Georgia reasonably requests to evidence the
transfer of the Shares to IVIC-Georgia pursuant to this Agreement.
IN WITNESS WHEREOF, the parties have caused this STOCK EXCHANGE
AGREEMENT (IVIUS and NTN SHARES) to be duly executed and delivered as of the
date first above written.
IVIC-CANADA:
IVI CHECKMATE LTD.
/s/ L. Barry Thomson
----------------------------------------
By: L. Barry Thomson
Its: President and Chief Executive Officer
IVIC-GEORGIA:
IVI CHECKMATE INC.
/s/ John J. Neubert
----------------------------------------
By: John J. Neubert
Its: Chief Financial Officer
5
