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As filed with the Securities and Exchange Commission on May 9, 1997
Registration No. 333-2810
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
THREE LAGOON DRIVE, SUITE 400
REDWOOD CITY, CA 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, CA 94065
(415) 591-6500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_______________
Copies to:
WILLIAM G. BARMEIER, ESQ. MICHAEL R. JACOBSON, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND COOLEY GODWARD LLP
SECRETARY FIVE PALO ALTO SQUARE
VERIFONE, INC. 3000 EL CAMINO REAL
THREE LAGOON DRIVE, SUITE 400 PALO ALTO, CA 94306
REDWOOD CITY, CA 94065 (415) 843-5000
(415) 591-6500
FAX (415) 598-4516
Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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. / /
<PAGE>
TERMINATION OF OFFERING AND REMOVAL
OF SECURITIES FROM REGISTRATION
As of April 30, 1997, the Registrant completed the sale to the public of
29,303 shares of Common Stock of the Registrant pursuant to the Registration
Statement and 122,017 shares of Common Stock remained available for sale
thereunder.
The Reorganization Agreement between the Registrant and the Selling
Stockholders provided that the Registration Statement would remain effective
until the earliest date upon which the Selling Stockholders were able to sell
the shares of Common Stock under Rule 144 of the Securities Act of 1933, as
amended. Since April 29, 1997, the Registrant is no longer obligated to keep
the Registration Statement effective.
Pursuant to an undertaking made in the Registration Statement, the
Registrant hereby removes from registration 122,017 shares of Common Stock of
the Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the 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 May 9, 1997.
VeriFone, Inc
By: /s/ Joseph M. Zaelit
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Joseph M. Zaelit
Vice President, Finance and
Administration and Chief Financial
Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Hatim A. Tyabji* Director, Chairman of the May 9, 1997
- ------------------------------ Board, President and
Hatim A. Tyabji Chief Executive Officer
(principal executive officer)
Joseph M. Zaelit* Senior Vice President, May 9, 1997
- ------------------------------ Finance and Administration, and
Joseph M. Zaelit Chief Financial Officer
(principal financial accounting
officer)
H. H. Haight IV* Director May 9, 1997
- ------------------------------
H. H. Haight IV
J. Robert Harcharik* Director May 9, 1997
- ------------------------------
J. Robert Harcharik
Thomas E. Peterson* Director May 9, 1997
- ------------------------------
Thomas E. Peterson
John R. C. Porter* Director May 9, 1997
- ------------------------------
John R. C. Porter
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Director May __, 1997
- ------------------------------
Clinton V. Silver
A. Michael Spence* Director May 9, 1997
- ------------------------------
A. Michael Spence
R. Elton White* Director May 9, 1997
- ------------------------------
R. Elton White
* By: /s/ Joseph M. Zaelit
-------------------------
Joseph M. Zaelit
Attorney-in-Fact
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