<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 1997
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
VERIFONE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 99-0206064
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
--------------------------
THREE LAGOON DRIVE, SUITE 400
REDWOOD CITY, CALIFORNIA 94065
(415) 591-6500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
--------------------------
HATIM A. TYABJI
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
VERIFONE, INC.
THREE LAGOON DRIVE, SUITE 400
REDWOOD CITY, CALIFORNIA 94065
(415) 591-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
COPIES TO:
WILLIAM G. BARMEIER MICHAEL R. JACOBSON, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND COOLEY GODWARD LLP
SECRETARY 3000 EL CAMINO REAL
VERIFONE, INC. PALO ALTO, CALIFORNIA 94306
THREE LAGOON DRIVE, SUITE 400 (415) 843-5000
REDWOOD CITY, CA 94065 FAX (415) 857-0663
(415) 591-6500
FAX (415) 598-4516
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock
$0.01 par value. . . . . . 151,316 shares $33.94 $5,135,665 $1,556.27
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</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
computing the amount of the registration fee based on the average of the
high and low prices of the Company's Common Stock as reported on the New
York Stock Exchange on January 20, 1997.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 24, 1997
PROSPECTUS
151,316 SHARES
VERIFONE, INC.
COMMON STOCK
___________________
This Prospectus relates to 151,316 shares of VeriFone, Inc. ("VeriFone" or
the "Company") Common Stock, par value $.01 (the "Common Stock"), which are
being offered and sold by certain stockholders of the Company (the "Selling
Stockholders"). The Selling Stockholders, directly or through agents,
broker-dealers or underwriters, may sell the Common Stock offered hereby from
time to time on terms to be determined at the time of sale, in transactions on
the New York Stock Exchange or in privately negotiated transactions or in a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing prices or at negotiated prices. The Selling Stockholders may effect
such transactions by selling shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders or the purchasers of the shares for
whom such broker-dealers may act as agents or to whom they sell as principal or
both (which compensation to a particular broker-dealer may be in excess of
customary commissions). The Company will not receive any proceeds from the sale
of shares by the Selling Stockholders. See "Selling Stockholders" and "Plan of
Distribution."
The Common Stock of the Company is quoted on the New York Stock Exchange
under the symbol "VFI." The last reported sales price of the Company's Common
Stock on the New York Stock Exchange on January 24, 1997 was $37.13 per share.
____________________
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 3
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No underwriting commissions or discounts will be paid by the Company in
connection with this offering. Estimated expenses payable by the Company in
connection with this offering are estimated to be $30,000. The aggregate
proceeds to the Selling Stockholders from the Common Stock will be the purchase
price of the Common Stock sold less the aggregate agents' commissions and
underwriters' discounts, if any, and other expenses of issuance and distribution
not borne by the Company. See "Plan of Distribution."
The Selling Stockholders and any agents, broker-dealers or underwriters
that participate in the distribution of the Common Stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act"), and any commission received by them and any profit on the resale of the
Common Stock purchased by them may be deemed to be underwriting discounts or
commissions under the Act. The Company has agreed to indemnify the Selling
Stockholders and certain other persons against certain liabilities, including
liabilities under the Act.
_____________, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files annual and quarterly reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information may be inspected and copied
at the Commission's Public Reference Section, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, as well as at the Commission's Regional Offices at 7
World Trade Center, 13th Floor, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock
of the Company is listed on the New York Stock Exchange and reports and other
information concerning the Company may be inspected at the offices of The New
York Stock Exchange at 20 Broad Street, New York, N.Y. 10005.
ADDITIONAL INFORMATION
A registration statement on Form S-3 with respect to the Common Stock
offered hereby (the "Registration Statement") has been filed with the Commission
under the Act. This Prospectus does not contain all of the information
contained in such Registration Statement and the exhibits and schedules thereto,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus regarding the contents of any contract or any other
documents are not necessarily complete and, in each instance, reference is
hereby made to the copy of such contract or document filed as an exhibit to the
Registration Statement. The Registration Statement, including exhibits thereto,
may be inspected without charge at the Commission's principal office in
Washington, D.C., and copies of all or any part thereof may be obtained from the
Public Reference Section, Securities and Exchange Commission, Washington, D.C.,
20549, upon payment of the prescribed fees.
The Commission maintains a World Wide Web site that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission. The address of the site is
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are by this reference incorporated in and made a part of
this Prospectus:
(1) The Annual Report on Form 10-K for the fiscal year ended December 31,
1995;
(2) The Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1996, June 30, 1996 and September 30, 1996;
(3) The description of the Company's Common Stock set forth in the
Company's Registration Statements on Form 8-A filed with the Commission on March
13, 1990 and July 23, 1996; and
(4) The Company's Current Report on Form 8-K filed on or about January 9,
1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
herein and to be a part of this Prospectus from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner to whom
this Prospectus is delivered, upon a written or oral request to the Vice
President and General Counsel of the Company, at the Company's principal
executive offices at Three Lagoon Drive, Suite 400, Redwood City, CA 94065,
telephone number (415) 591-6500.
2.
<PAGE>
RISK FACTORS
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. IN
ADDITION TO THE OTHER INFORMATION INCLUDED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING
FACTORS IN EVALUATING THE COMPANY AND ITS BUSINESS BEFORE PURCHASING ANY SHARES
OF THE COMMON STOCK OFFERED HEREBY.
FLUCTUATIONS IN FINANCIAL RESULTS AND STOCK PRICE.
The Company's quarterly operating results, including revenues, gross
margins, research and development expenses, selling, general and administrative
expenses and net income, are subject to various risks and uncertainties,
including risks and uncertainties relating to the composition, size and timing
of orders from and shipments to major customers, variations in product mix and
the mix between sales and leases, variations in product cost, infrastructure
costs, obsolescence of inventory, local economic conditions, competitive
pressures and other factors discussed in this section. Accordingly, the
Company's operating results may vary materially from quarter to quarter.
One of the most significant risks potentially affecting the Company's
operating results is the fact that a substantial portion of the Company's net
revenues in each quarter generally result from shipments during the latter part
of the quarter. Because the Company establishes its operating expense level
based on expected revenue, if anticipated shipments in any quarter do not occur
as expected, net profits may be adversely affected. For those and other
reasons, the Company may not learn of shortfalls in revenues, earnings or other
financial results relative to the expectations of securities analysts until late
in a quarter. Any such shortfall could have an immediate and significant
adverse effect on the trading price of the Company's Common Stock. There can be
no assurance that, in the event of a revenue, gross margin or other shortfall in
a quarter, the Company will be able to control its expenses to meet its
profitability objectives for the quarter.
Other factors could adversely affect the Company's earnings and stock
price. Such factors include announcements of technological innovations or new
products (by the Company or its competitors) and changes in business conditions,
which may subject the Company's earnings and stock price to significant
volatility and, if adverse, could adversely affect the Company's earnings and
stock price. In addition, in recent years, the stock market in general, and the
market for technology stocks in particular, including the Company's Common
Stock, have experienced extreme price fluctuations, which have often been
unrelated to the operating performance of affected companies. There can be no
assurance that the market price of the Company's Common Stock will not
experience significant fluctuations in the future, including fluctuations that
are unrelated to the Company's performance.
NEW MARKETS.
The Company is entering new markets, including the Internet commerce
market, the labor management software market and the consumer market. The
Company does not expect that the net revenues or profits from these new markets
will be material in the near term. At present, in addition to being relatively
small, these new markets are undeveloped and rapidly changing. If the markets
do not develop as expected by the Company, or the Company's strategies for these
markets are unsuccessful, or the Company fails to successfully and timely
develop and introduce products suitable for these markets, the Company may be
adversely affected.
The Company is currently developing a number of products for new markets
including the vPOS, vGATE and vWALLET Internet commerce products, the VeriSmart
system and the Personal ATM device. There is no assurance that these
development efforts will be successful or that, if successfully developed, these
products will achieve commercial success. Similarly, in connection with
entering these new markets, the Company has entered into or expects to enter
into relationships with a number of companies in these markets including
Netscape, Microsoft, Oracle and others. These relationships may not develop as
expected by the Company, and thus, the expected benefits from the relationships
may not be obtained.
ACQUISITIONS.
The Company may acquire other businesses in the future. Acquisitions
require significant financial and management resources both at the time of the
transaction and during the process of integrating the newly acquired businesses
into the Company's operations. The Company's operating results could be
adversely affected if it is unable to successfully integrate such new companies
into its operations. Future acquisitions by the Company could also result in
substantial cash expenditures, potentially dilutive issuance of equity
securities, the incurrence of additional debt and contingent liabilities, and
amortization expenses related to goodwill and other intangible assets, which
could adversely affect the Company and its future operating results.
NEW PRODUCTS; ENHANCEMENT OF EXISTING PRODUCTS.
The Company's future results are dependent on its ability to successfully
develop, manufacture and market products for customers worldwide. In this
regard, the Company's future growth is very dependent on the Company's ability
to successfully and timely enhance existing products, develop and introduce new
products, establish new distribution channels, develop affiliations with leading
market participants in order to facilitate product
3.
<PAGE>
development and distribution, and certify its existing and new products with
service providers, telephone companies and others. The failure to achieve these
and other objectives could limit future growth and have an adverse effect on the
Company and its future operating results. On a related note, the pressure to
develop and enhance products, and to establish and expand markets, may cause the
Company's research and development expenses and selling, general and
administrative expenses to increase substantially, which could also have an
adverse effect on the Company and its future operating results.
INTERNATIONAL OPERATIONS.
VeriFone's international operations, including sales and manufacturing, is
an increasingly important contributor to the company's net revenues and profits.
The majority of VeriFone's international sales are denominated in U.S. dollars,
and an increase in the value of the U.S. dollar relative to foreign currencies
could make products sold internationally less competitive. The operating
expenses of VeriFone's overseas offices are also subject to the effects of
fluctuations in foreign currency exchange rates. Although VeriFone engages in
hedging transactions which may partially offset the effects of such
fluctuations, financial exposure may nonetheless result, primarily due to the
timing of transactions and movement of exchange rates.
Additional risks inherent in VeriFone's international business activities
include country-specific competition, unexpected changes in regulatory
requirements, tariffs and other trade barriers, longer accounts receivable
payment cycles, difficulties in international staffing, managing and integrating
international operations, potentially adverse tax consequences, the burden of
complying with a wide variety of foreign laws and political and economic
instability. In addition, each country typically requires a separate process
for certifying products on the country's telecommunications system, as well as
on payment processing networks.
VeriFone conducts manufacturing operations in Taiwan and in the People's
Republic of China. Foreign manufacturing is subject to certain risks, including
the imposition of tariffs, trade barriers, import and export controls, together
with political developments and changes in governmental policies. The
occurrence of any of these events could have a material adverse effect on the
Company's business.
SECURITY FEATURES.
Most of the Company's products are used to process payment transactions,
and thus the security features of the products are important. No security
feature, whether or not an industry practice, is infallible. In the event of a
significant breach of the security features in the Company's products, the
Company and its future operating results could be adversely affected.
AVAILABILITY AND COST OF PRODUCTION COMPONENTS.
Most components used in the Company's products are purchased from outside
sources. Certain components, principally mask-programmed micro-controllers,
certain printer mechanisms, display devices and certain magnetic parts, are
currently purchased from single suppliers. The failure of any such supplier to
meet its commitment on schedule could result in manufacturing delays that could
have a material adverse effect on the Company. If a sole source supplier were
to go out of business or otherwise become unable to meet its supply commitments,
the resultant delays could adversely affect the Company's business and financial
results.
PATENTS AND PROPRIETARY RIGHTS.
The Company relies primarily upon its know-how, rather than patents, to
develop and maintain its competitive position. The Company also relies on
trademarks and copyrights to protect its intellectual property. There can be no
assurance that others will not develop products or technology that are
equivalent or superior to those of the Company, or that the patents, copyrights,
trademarks, confidentiality agreements and internal safeguards upon which the
Company relies will be adequate to protect its interests. The Company has from
time to time received communications from third parties asserting that certain
of the Company's products may be covered by such third parties' patents or other
proprietary rights. There can be no assurance that litigation will not be
pursued regarding these or other matters that may arise in the future or that
any license that might be needed by VeriFone can be obtained on commercially
reasonable terms, or at all, or that VeriFone may not be required to withdraw or
redesign its products. In the event such litigation were to commence, or any
license that might be needed by VeriFone is not available on commercially
reasonable terms, the Company could be adversely affected.
COMPETITION.
VeriFone competes in its markets on the basis of product quality, features
and price; the availability of application software programs; the number of
network, host and telephone system certifications it obtains for its products
and application programs; and customer support and responsiveness. However,
certain competitors have significantly larger financial, technical, marketing
and distribution resources than VeriFone, and there can be no assurance that
VeriFone will remain competitive in the future. Improvements of current
products and introductions of new products by the Company's competitors could
cause a decline in sales or loss of market acceptance of the Company's existing
products. Increased competitive pressure could lead to intensified price based
competition, which could materially adversely affect the Company's business and
financial condition. Also, VeriFone often faces additional competitive factors
in foreign countries, including preferences for national vendors, and
difficulties in
4.
<PAGE>
obtaining necessary certifications and in meeting the requirements of government
policies. Finally, VeriFone believes that it must continue to introduce
products offering enhanced features and additional application software in order
to remain competitive. There can be no assurance that VeriFone will be
successful in this regard.
GOVERNMENT REGULATION.
Government regulatory policies affect charges and terms for both
private-line and public network service. Therefore, changes in such policies
which make it more costly to communicate on such networks could adversely affect
the demand for transaction automation systems, increase the costs of development
or increase the opportunity for additional competition. VeriFone must also
obtain product certification on the applicable communications networks both in
the U.S. and other countries. Any delays in obtaining necessary certifications
with respect to future products could delay their introduction or result in
their cancellation, which could have a material adverse effect on the Company.
In addition, the Federal Communications Commission requires that VeriFone's
products comply with certain rules and regulations governing their performance.
Compliance with future regulations or changes in the interpretation of existing
regulations could result in the need to modify products or systems which may
involve substantial costs or delays in sales and could have a material adverse
effect on the Company.
EARTHQUAKE HAZARDS.
The Company's manufacturing and distribution facilities, as well as a
portion of the Company's research and development, sales and administrative
functions, are located near major earthquake faults. In the event of a major
earthquake, the Company and its future operating results could be adversely
affected.
ANTITAKEOVER PROVISIONS.
The Company has adopted a number of provisions that could have antitakeover
effects. The Board of Directors has the authority, without further action by
the stockholders, to fix the rights and preferences of, and issue shares of,
Preferred Stock. The Company also has a "staggered" Board of Directors. These
provisions, and other provisions of the Company's Certificate of Incorporation
and Delaware corporate law, may have the effect of deterring hostile takeovers
or delaying or preventing changes in control or management of the Company,
including transactions in which stockholders might otherwise receive a premium
for their shares over then current market prices.
THE COMPANY
VeriFone designs, develops, manufactures, markets and supports transaction
automation systems, including hardware and software, used by retail merchants,
petroleum service station and convenience store operators, supermarkets and
other mass merchandisers, health care providers, government benefits disbursers,
consumers and others, to electronically automate the processing of a variety of
payment, benefits and information transactions.
VeriFone was originally incorporated in Hawaii in April 1981 and
reincorporated in Delaware in August 1986. Unless otherwise indicted,
"VeriFone" and the "Company" refer to VeriFone Inc., a Delaware corporation and
its wholly-owned subsidiaries. VeriFone's principal executive offices are
located at Three Lagoon Drive, Suite 400, Redwood City, California 94065. Its
telephone number is (415) 591-6500.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders in the offering.
DIVIDEND POLICY
VeriFone has never paid any cash dividends on its Common Stock. The
Company presently intends to retain earnings for use in its business and
therefore does not anticipate paying cash dividends in the foreseeable future.
5.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the names of the Selling Stockholders, the
number of shares of Common Stock owned beneficially by each of them as of
December 1, 1996 and the number of shares which may be offered pursuant to this
Prospectus. This information is based upon information provided by the Selling
Stockholders. The Selling Stockholders may sell all, some or none of their
Common Stock being offered.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY NUMBER SHARES BENEFICIALLY
OWNED PRIOR TO OF SHARES OWNED AFTER
OFFERING(1) BEING OFFERING(1)(3)
------------------- -------------------------
NAME NUMBER PERCENT(2) OFFERED NUMBER PERCENT(2)
- ------------------------ ------- ---------- ---------- -------------------------
<S> <C> <C> <C> <C> <C>
Robert P. Brooks (4)..... 40,651 * 35,866 1,875 *
James D. Brown........... 146 * 146 -- *
Jeffery L. Brownell...... 291 * 291 -- *
Charles D. Cagle......... 254 * 254 -- *
Marshall R. Coles, Jr (5). 188,435 * 74,982 -- *
Marshall R. Coles, Jr. as
Custodian for Daniel H.
Coles, a minor........... 12,824 * 6,412 -- *
Marshall R. Coles, Jr.
as Custodian for Taylor W.
Coles, a minor........... 12,824 * 6,412 -- *
Michael G. Coles.......... 12,824 * 6,412 -- *
Mark A. Danner........... 1,636 * 1,636 -- *
Safwan A. Elchahal....... 4,837 * 4,837 -- *
Johnnie M. Engesser (6).. 7,376 * 5,820 376 *
Viki L. Oaks (7)......... 40,651 * 2,910 1,875 *
Donna B. Sahlman......... 1,920 * 1,920 -- *
John T. Seely, Sr........ 2,655 * 2,655 -- *
James W. Stevenson....... 472 * 472 -- *
Wendy E. Williams........ 582 * 291 -- *
</TABLE>
* Less than one percent.
(1) Unless otherwise indicated below, the persons named in the table have sole
voting and investment power with respect to all shares beneficially owned
by them, subject to community property laws where applicable.
(2) Applicable percentage of ownership is based on 23,328,072 shares of Common
Stock outstanding on January 20, 1997.
(3) Assumes the sale of all shares offered hereby and the sale of all shares
offered under Registration Statement No. 333-2810 filed with the Securities
and Exchange Commission on or about March 27, 1996.
(4) Consists of 2,910 shares held by Mr. Brooks' spouse, of which Mr. Brooks
disclaims beneficial ownership, 35,866 shares held directly by Mr. Brooks
and 1,875 shares subject to stock options held by Mr. Brooks exercisable
within 60 days of the date of this table. See note 7.
(5) Includes 38,472 shares held by Mr. Coles' children, of which Mr. Coles
disclaims beneficial ownership.
(6) Includes 376 shares subject to stock options held by Mr. Engesser
exercisable within 60 days of the date of this table.
(7) Includes 37,741 shares held by Ms. Oaks' spouse, of which Ms. Oaks
disclaims beneficial ownership, of which 35,866 shares are registered
hereunder. See note 4.
6.
<PAGE>
PLAN OF DISTRIBUTION
The Company is registering the shares of Common Stock offered by the
Selling Stockholders hereunder pursuant to contractual registration rights
contained in the Agreement and Plan of Merger and Reorganization among VeriFone,
VeriFone Acquisition Sub., Inc., Timecorp and certain shareholders of Timecorp,
dated as of October 30, 1995 (the "Reorganization Agreement"). Sales may be
made on the New York Stock Exchange or in private transactions or in a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders and
any persons who participate in the distribution of the Common Stock offered
hereby may be deemed to be underwriters within the meaning of the Act, and any
discounts, commissions or concessions received by them and any provided pursuant
to the sale of shares by them might be deemed to be underwriting discounts and
commissions under the Act.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Common Stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and
is complied with.
The Company has agreed in the Reorganization Agreement to register the
shares of VeriFone Common Stock received by the Selling Stockholders pursuant to
the Reorganization Agreement under applicable Federal and state securities laws
under certain circumstances and at certain times. Pursuant to such agreement,
the Company has filed a registration statement related to the shares offered
hereby and has agreed to keep such registration statement effective until the
earliest of (i) the second anniversary of the closing of the Timecorp
Acquisition (November 21, 1997), (ii) the satisfaction of the holding period
requirements under Rule 144, or (iii) the sale of all the securities registered
thereunder. The Company will pay substantially all of the expenses incident to
the offering and sale of the Common Stock to the public, other than commissions,
concessions and discounts of underwriters, dealers or agents. Such expenses
(excluding such commissions and discounts) are estimated to be $30,000. The
Reorganization Agreement provides for cross-indemnification of the Selling
Stockholders and the Company to the extent permitted by law for losses, claims,
damages, liabilities and expenses arising, under certain circumstances, out of
any registration of the Common Stock.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements and schedule of VeriFone, Inc.
incorporated by reference in VeriFone's Annual Report (Form 10-K) at December
31, 1995 and 1994, and for each of the three years in the period ended December
31, 1995, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon incorporated herein by reference. Such
consolidated financial statements and schedule have been incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
----------------------------
7.
<PAGE>
No dealer, salesman or other person has been authorized to give any information
or to make any representations other than those contained in this Prospectus
and, if given or made, such other information and representations must not be
relied upon as having been authorized by the Company. This Prospectus does not
constitute an offer or solicitation by anyone in any state in which such offer
or solicitation is not authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation. The delivery of this Prospectus at any time
does not imply that the information herein is correct as of any time subsequent
to the date hereof.
TABLE OF CONTENTS
Page
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
--------------------------------
151,316 Shares
Common Stock
VERIFONE, INC.
---------------------
Prospectus
------------------
January , 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the Common Stock being registered. All the amounts shown are estimates
except for the registration fee.
Registration fee................................. $ 1,556
Legal fees and expenses.......................... 15,000
Accounting Fees and Expenses..................... 10,000
Miscellaneous.................................... 3,444
------
Total....................................... $ 30,000
------
------
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Under Section 145 of the Delaware General Corporation Law, VeriFone has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"). VeriFone's Bylaws provide that
VeriFone will indemnify its directors and may indemnify its officers to the
fullest extent permitted by law. Under its Bylaws, indemnified parties are
entitled to indemnification for negligence, gross negligence and otherwise to
the fullest extent permitted by law. The Bylaws also permit VeriFone to advance
litigation expenses in the case of stockholder derivative actions or other
actions, against an undertaking by the indemnified party to repay such advances
if it is ultimately determined that the indemnified party is not entitled to
indemnification.
In addition, VeriFone's Restated Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to VeriFone and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies,
such as injunctive or other forms of non-monetary relief, will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to VeriFone, for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violation of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
VeriFone has entered into indemnity agreements with each of its directors
and executive officers. Such indemnity agreements contain provisions which are
in some respects broader than the specific indemnification provisions contained
in Delaware law.
VeriFone maintains a policy providing directors and officers liability
insurance which insures directors and officers of VeriFone in certain
circumstances.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney (see page II-3).
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period during which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or any decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low end
or high end of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for purposes of determining liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities to be offered therein, and the
offering of such securities at that time shall be deemed to be an initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which shall remain unsold at the termination
of the offering.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Redwood City, County of San Mateo, State of
California, on the 23rd day of January, 1997.
VERIFONE, INC.
By /s/Joseph M. Zaelit
-------------------------------------
Joseph M. Zaelit
Senior Vice President, Finance and
Administration
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Hatim A. Tyabji and Joseph M. Zaelit, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Hatim A. Tyabji Chief Executive Officer, January 23, 1997
- ------------------------- President, Chairman of the
Hatim A. Tyabji Board and Director
(Principal Executive
Officer)
/s/Joseph M. Zaelit Vice President, Finance January 23, 1997
- ------------------------- and Administration and
Joseph M. Zaelit Chief Financial Officer
(Principal Financial
and Accounting Officer)
/s/Eldon Bullington Vice President and January 23, 1997
- ------------------------- Corporate Controller
Eldon Bullington (Chief Accounting Officer)
/s/H.H. Haight IV Director January 23, 1997
- -------------------------
H. H. Haight IV
/s/ J. Robert Harcharik Director January 23, 1997
- -------------------------
J. Robert Harcharik
/s/Thomas E. Peterson Director January 23, 1997
- -------------------------
/s/John R. C. Porter Director January 23, 1997
- -------------------------
John R. C. Porter
/s/A. Michael Spence Director January 23, 1997
- ------------------------
A. Michael Spence
/s/R. Elton White Director January 23, 1997
- -------------------------
R. Elton White
II-4
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
VERIFONE, INC.
_______________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
5.1 Opinion of Cooley Godward LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Cooley Godward LLP. Reference is
made to Exhibit 5.1
24.1 Power of Attorney (Reference is made to page II-3)
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
January 23, 1997
VeriFone, Inc.
Three Lagoon Drive, Suite 400
Suite 400
Redwood City, CA 94065
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by VeriFone, Inc. (the "Company") of a Registration Statement on
Form S-3 on or about January 24, 1997 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to One Hundred
Fifty One Thousand Three Hundred Sixteen (151,316) shares of the Company's
Common Stock, $.01 par value (the "Shares").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Restated Certificate of Incorporation and Bylaws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Registration
Statement and related Prospectus, will be validly issued, fully paid, and
nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ Michael R. Jacobson
Michael R. Jacobson
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of VeriFone, Inc.
for the registration of 151,316 shares of its Common Stock and to the
incorporation by reference therein of our report dated January 19, 1996, with
respect to the consolidated financial statements of VeriFone, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995 and the financial statement schedule included therein,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Palo Alto, California
January 23, 1997
