SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
COMMISSION FILE NUMBER: 0-10966
NATIONAL TRANSACTION NETWORK, INC.
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 75-1535237
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
117 FLANDERS ROAD
WESTBOROUGH, MASSACHUSETTS 01581
(Address of Principal Executive Offices) (Zip Code)
(508) 870-3200
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.15 PAR VALUE
(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No | |
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes
The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant was $981,013 at May 21, 1999, based on the
average low bid and high asked prices in the over-the-counter market as reported
on that date.
The number of shares of the registrant's common stock outstanding at May
21, 1999, was 3,325,468.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, to the knowledge of management, certain
information regarding the beneficial ownership of Common Stock of the Company as
of April 7, 1999, by: (a) each person who is known by the Company to be the
beneficial owner of more than five percent of the 3,325,468 shares of Common
Stock outstanding at such date; (b) each director of the Company; (c) each
executive officer named in the Summary Compensation Table set forth in Item 11
under "Executive Officer Compensation"; and (d) all current directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS (2)
---------------- ------------------------ --------------------
<S> <C> <C>
IVI Checkmate Inc. 2,726,440 82%
IVI Checkmate Corp. (3)
1003 Mansell Road
Roswell, GA 30076
Christopher F. Schellhorn 15,000(4) *
Gregory A. Lewis (3) 0 *
L. Barry Thomson (3) 0 *
George C. Whitton (3) 0 *
All directors and executive officers 15,000(4) 1%
as a group (5 persons)
- -----------------------
</TABLE>
* Less than 1%
(1) Except as otherwise noted below, the Company believes that each
beneficial owner has sole voting and investment power with respect to
the number of shares of Common Stock shown as beneficially owned by
such beneficial owner. Information with respect to beneficial stock
ownership is based upon information furnished by such beneficial owner.
(2) 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 7, 1999, 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 or group shown in the
table.
(3) IVI Checkmate Inc., which is the record owner of the shares shown, is a
wholly-owned subsidiary of IVI Checkmate Corp. ("IVIC"). Consequently,
IVIC is considered to beneficially own the shares held by IVI Checkmate
Inc.. Messrs. Lewis, Thomson and Whitton are directors and/or executive
officers of IVIC and/or IVI Checkmate Inc.
(4) Represents shares subject to options exercisable at April 7, 1999, or
within 60 days thereafter.
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NATIONAL TRANSACTION NETWORK, INC.
May 26, 1999 By: /s/ L. Barry Thomson
--------------------------------------
L. Barry Thomson, Chief Executive Officer and
Secretary (Principal Executive Officer and
Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
May 26, 1999 /s/ L. Barry Thomson
--------------------------------------
L. Barry Thomson, Chief Executive Officer and
Director
May 24, 1999 /s/ Gregory A. Lewis
--------------------------------------
Gregory A. Lewis, Chief Operating Officer,
President and Director
May 28, 1999 /s/ Christopher F. Schellhorn
--------------------------------------
Christopher F. Schellhorn, Director
May 27, 1999 /s/ George C. Whitton
--------------------------------------
George C. Whitton, Director
