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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
INTERNATIONAL VERIFACT, INC.
(Formerly Soricon Corporation)
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
46055K 30 0
(CUSIP Number)
Harvey J. Kesner, Esq.
Senior Vice President and General Counsel
AMERICAN BANKNOTE CORPORATION
(Formerly named United States Banknote Corporation)
51 West 52nd Street
New York, New York 10019
(212)582-9200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 1995
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Scheduled 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following Box [ ].
Check the following box if a fee is being paid with the
statement [ ].
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)
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SCHEDULE 13D
CUSIP No. 46055K 30 0
1. Name of Reporting Person: AMERICAN BANKNOTE CORPORATION
S.S. or I.R.S. Identification No. of
Above Person: IRS Employer ID No. 13-0460520
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 365,400 Shares
Number of Shares
Beneficially Owned 8. Shared Voting Power: Not applicable
by Each Reporting
Person With: 9. Sole Dispositive Power: 365,400 Shares
10. Shared Dispositive Power: Not applicable
11. Aggregate Amount Beneficially Owned by Each Reporting Person
365,400 Shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 5.57%
14. Type of Reporting Person: HC, CO
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Item 1. SECURITY AND ISSUER.
The original Schedule 13D related to the common stock of Soricon
Corporation, a Delaware corporation, whose principal executive offices
were located at 5621 Arapahoe Avenue, Boulder, Colorado 80303-1332.
This Amendment No. 1 to Statement on Schedule 13D (the "Statement")
relates to the Common Stock, no par value (the "Common Stock") of
International Verifact, Inc. ("Company"). The principal executive
offices of the Company are located at 79 Torbarrie Road, Toronto,
Ontario, M3L 1G5, Canada.
The Statement amends a Schedule 13D filed with respect to the
Common Stock of Soricon Corporation ("Soricon") dated December 2,
1994. As reported in the Company's Form 20-F under the Securities
Exchange Act of 1934, dated February 10, 1995, the Company, on
December 30, 1994, acquired all of the outstanding shares of Soricon.
Each Soricon share has been exchanged for 0.5 shares of the Company's
Common Stock. As a result of the Soricon transaction, the Reporting
Person first held in excess of 5% of the Common Stock of the Company
upon the purchases reported on Schedule I to this statement. On July
1, 1995 the Reporting Person's name was changed from United States
Banknote Corporation to American Banknote Corporation.
Item 2. IDENTITY AND BACKGROUND
(a) - (c) This Statement was originally filed by United States
Banknote Corporation, a Delaware corporation, now named American
Banknote Corporation, (the"Reporting Corporation"), engaged in the
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business of security printing. The business address of the principal
executive office of the Reporting Person is 51 West 52nd Street, New
York, New York 10019.
The name, business address and present principal occupation or
employment of each of the executive officers and directors of the
Reporting Person are set forth on Schedule II annexed hereto, which is
incorporated herein by reference.
(d) - (e) During the last five years, the Reporting Person, and,
to the best knowledge of the Reporting Person, none of the persons
listed on Schedule II hereof, have been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or
have 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.
(f) Except for David S. Rowe-Beddoe, who is a citizen of the
United Kingdom. Each natural person identified in this Item 2 is a
citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All of the shares of Common Stock reported to be owned by the
Reporting Person were acquired in open market transactions at a total
cost of $1,726,800, (including commissions). Such cost was funded out
of working capital, which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business.
Item 4. PURPOSE OF TRANSACTION
The Reporting Person has acquired the shares of Common Stock and
warrants referred to in Item 5 in order to obtain an equity position
in the Company. The Reporting Person is currently evaluating its
position and possible alternative future courses of action, including
the possibility of proposing a business combination or similar
arrangement between the Reporting Person and the Company. Alternate
courses of future action will depend, in part, on developments
relating to the Company's transaction with Soricon during 1994.
Depending upon the course of action that the Reporting Person pursues,
the Reporting Person may increase its investment in the Company
through the acquisition of additional shares of Common Stock or other
securities of the Company in the open market or otherwise, subject to
availability at prices deemed favorable by the Reporting Person, or
may sell or otherwise dispose of any or all of the shares of Common
Stock or other securities of the Company beneficially owned by it.
Although the foregoing represents the range of activities presently
contemplated by the Reporting Person with respect to the Company and
the Common Stock and other securities, it should be noted that the
possible activities of the Reporting Person are subject to change at
any time.
Except as discussed in this item 4, the Reporting Person has no
current plans or proposals which relate to or would result in any
events described in Items (a) through (j) of the instructions to Item
4 of Schedule 13D.
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Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 365,400 shares of
Common Stock, representing approximately 5.57% of the shares of Common
Stock outstanding, and 77,500 warrants to purchase shares of the
Common Stock. (Percentages are based upon 6,558,565 shares of Common
Stock reported outstanding as of the date of, and as set forth in, the
Form 6-K for the quarter ended March 31, 1995 as filed by the Company
with the United States Securities and Exchange Commission.) (The
original Schedule 13D reported the Reporting Person owning 204,000
common shares or 5.02% of the Soricon common stock.)
(b) The Reporting Person has the sole power to vote and
dispose of the shares of Common Stock and warrants which it
beneficially owns.
(c) Except for the purchases and sales set forth on Schedule
I annexed hereto, none of the persons identified in Item 1 has
effected any transactions in the Common Stock or warrants during the
past 60 days. All such purchases and sales were effected in the open
market.
(d) (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated: July 6, 1995
s/ Harvey J. Kesner
Harvey J. Kesner
Senior Vice President
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SCHEDULE I
TRANSACTIONS IN COMMON
STOCK OF INTERNATIONAL VERIFACT, INC.
DURING THE PRECEDING 60 DAYS
Number of
Shares Price per Cost of Total
Date Purchased Share Shares Cost
As of
December
30, 1994 102,000 - $521,093.75 $532,976.25
Above purchases made as reported in original Schedule 13D, from
September 21, 1994 through November 28, 1994, in the over-the-counter
market (Symbol SRCC-NASDAQ).
1995*
Mar 31 21,700 $4.800 $104,160.00 $104,163.75
Mar 31 1,000 $5.000 $5,000.00 $5,000.00
Apr 25 5,500 $3.875 $21,312.50 $21,316.25
Apr 27 13,400 $3.813 $51,087.50 $51,091.25
May 2 28,300 $3.563 $100,818.75 $100,822.50
May 3 20,600 $4.500 $92,700.00 $92,703.75
May 4 20,000 $5.000 $100,000.00 $100,003.75
May 5 15,700 $4.938 $77,518.75 $77,522.50
May 9 28,000 $4.938 $138,250.00 $138,253.75
May 10 25,000 $5.031 $125,781.25 $125,785.00
May 11 3,000 $5.000 $15,000.00 $15,003.75
May 12 18,000 $4.938 $88,875.00 $88,878.75
May 15 5,200 $4.875 $25,350.00 $25,353.75
May 17 2,500 $4.875 $12,187.50 $12,187.50
May 17 2,500 $4.813 $12,031.25 $12,035.00
May 18 8,000 $4.625 $37,000.00 $37,003.75
June 28 2,500 $4.125 $10,312.50 $10,316.25
June 29 24,000 $4.125 $99,000.00 $99,003.75
June 29 10,000 $4.125 $41,250.00 $41,250.00
June 30 8,500 $4.250 $36,125.00 $36,128.75
*Purchases made in the over-the-counter market or Toronto Stock
Exchange (Symbol IVIAF).
Number of
Warrants Price per Cost of Total
Date Purchased Warrant Warrants Cost
Mar 31 1,000 $0.813 $812.50 $868.60
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SCHEDULE II
EXECUTIVE OFFICERS AND DIRECTORS UNITED STATES BANKNOTE CORPORATION
NOW NAMED AMERICAN BANKNOTE CORPORATION
The name and present principal occupation or employment of each
of the executive officers and directors (as included in original
Schedule 13D) of American Banknote Corporation ("ABN") is set forth
below. The business address of each such person is c/o American
Banknote Corporation, 51 West 52nd Street, New York, New York 10019,
except as otherwise noted.
NAME AND PRESENT PRINCIPAL
POSITIONS HELD OCCUPATION OR EMPLOYMENT
Morris Weissman Chairman, Chief Executive Officer and
Chairman, Chief Executive Director, ABN
Officer and Director
Ronald K. Glover President, Chief Operating Officer and
President, Chief Operating Director, ABN
Officer and Director
John T. Gorman Chief Financial Officer and
Chief Financial Officer and Executive Vice President, ABN
Executive Vice President
Robert L. Christophersen Executive Vice President, ABN
Executive Vice President
Harvey J. Kesner Senior Vice President, General Counsel
Senior Vice President, and Secretary, ABN
General Counsel and Secretary
Jeffrey A. Oberg Senior Vice President, ABN
Senior Vice President
Sheldon Cantor Vice President, ABN
Vice President
David S. Rowe-Beddoe Chairman, Cavendish Services Ltd.,
Director Le Prince de Galles, 5 ave. des
Citronniers, MC 98000, Monaco,
Financial and Corporate Consultant;
Chairman, Development Board of Rural
Wales, Pearl House; Chairman, Welsh
Development Agency Financial and
Corporate Consultant
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SCHEDULE II Continued
NAME AND PRESENT PRINCIPAL
POSITIONS HELD OCCUPATION OR EMPLOYMENT
C. Gerald Goldsmith Private Investor
Director
Ira J. Hechler Private Investor
Bette B. Anderson President, Kelly, Anderson &
Director Associates, Inc.
1020 19th Street, NW
Washington, D.C. 20036
Financial and Corporate Consultant
