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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
IVI Checkmate Corp.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
450928 10 6
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(CUSIP Number)
M. Hill Jeffries, Esq.
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 25, 1998
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f), 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 10 Pages
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SCHEDULE 13D
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CUSIP No. 450928 10 6 Page 2 of 10 Pages
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(1) NAME OF REPORTING PERSON.
J. Stamford Spence
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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(7) SOLE VOTING POWER
NUMBER OF 791,613
SHARES --------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 33,722
EACH --------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 791,613
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
33,722
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,335
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%**
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(14) TYPE OF REPORTING PERSON*
IN
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** The percentage indicated represents the percentage of the total
outstanding shares of the common stock of the Company as of June 25, 1998.
The total number of outstanding shares of common stock of the Company used to
calculate the total outstanding shares of the common stock of the Company as
of June 25, 1998 includes the total number of outstanding Exchangeable Shares
of International Verifact Inc. (n/k/a IVI Checkmate Ltd.), which, through a
Voting and Exchange Trust Agreement and the Issuer's Series B Special Voting
Preferred Stock, entitle the holder thereof to all of the rights of a holder
of the Issuer's Common Stock.
Page 2 of 10 Pages
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Item 1. Security and Issuer
This statement relates to the common stock, $.01 par value per share (the
"Company Common Stock"), of IVI Checkmate Corp., a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 1003
Mansell Road, Roswell, Georgia 30076.
Item 2. Identity and Background
This statement is being filed individually by J. Stanford Spence, a
citizen of the United States of America ("Mr. Spence"), who is part of a
"group" pursuant to Rule 13d-1(k)(2). The "group" consists of Mr. Spence,
Ingenico S.A., an entity incorporated under the laws of France ("Ingenico"),
and Dudley L. Moore, Jr., a citizen of the United States of America ("Mr.
Moore").
Mr. Spence's business address is 1003 Mansell Road, Roswell, Georgia
30076. Mr. Spence is the Chairman of the Board of the Company, which is
located at 1003 Mansell Road, Roswell, Georgia 30076.
During the past five years, Mr. Spence has not been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) 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 United States federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The shares of the Company Common Stock that relate to this statement were
obtained by each of Mr. Spence in the transaction described in Item 4 below.
Item 4. Purpose of Transaction
Pursuant to a Combination Agreement dated January 16, 1998 (the
"Agreement"), by and among the Company, International Verifact Inc.,
Checkmate Electronics, Inc. ("Checkmate") and Future Merger Corporation, and
in consideration thereof, on June 25, 1998 (the "Closing Date") Mr. Spence
received 1.2775 shares of Company Common Stock in exchange for each share of
his Checkmate Common Stock. Pursuant to the Agreement and in consideration
thereof, Mr. Spence also received 1.2775 options for shares of Company Common
Stock in exchange for each of his options for shares of Checkmate Common
Stock.
Item 5. Interest in Securities of the Issuer
Mr. Spence acquired beneficial ownership of the shares of Company Common
Stock described in Item 3 to which this Statement on Schedule 13D relates as
a result of the consummation of the transactions contemplated by the
Agreement.
Mr. Spence directly owns an aggregate of 825,335 shares of Company Common
Stock, or 5.0% of the Company Common Stock outstanding as of the Closing
Date. Mr. Spence has shared voting and dispositive power over 33,722 shares
of Company Common Stock which he beneficially owns and which are held by
Stanford Technologies, Inc. because he and his wife are the sole shareholders
of Stanford Technologies, Inc.
The number of shares of Company Common Stock as to which Mr. Spence has
sole power to vote or to direct the vote, shared power to vote or to direct
the vote, sole power to dispose or direct the disposition, or shared power to
dispose or direct the disposition for is set forth on the cover pages and
such information is incorporated herein by reference.
Page 3 of 10 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On January 16, 1998, Mr. Spence, Ingenico and Mr. Moore entered into a
Stockholders Agreement (the "Stockholders Agreement") pursuant to which the
parties agreed, among other things, that for periods specified in the
agreement (i) not to vote for approval of certain business combination
proposals involving the Company, (ii) not to participate in certain third
party tender offers, (iii) to vote for the election of certain persons as
directors of the Company, including Mr. Gerard Compain as a representative of
Ingenico, and Mr. Spence and Mr. George Whitton, (iv) to use their best
efforts to have certain persons appointed to offices and committees,
including the appointment of Mr. Compain to the Executive Committee of the
Board of Directors, Mr. Spence to the position of Chairman of the Board and
Mr. Whitton to the position of Vice Chairman of the Board, and (v) not to
sell their Company Common Stock except in a registered offering under the
Securities Act or pursuant to Rule 144 under the Securities Act unless the
transferee of the Company Common Stock agrees in writing to be bound by the
Stockholders Agreement.
Item 7. Material to Be Filed as Exhibits
The Stockholders Agreement is filed as Exhibit A hereto.
Page 4 of 10 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: July 13, 1998
/s/ J. Stanford Spence
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Name: J. Stanford Spence
Page 5 of 10 Pages
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EXHIBIT INDEX
Exhibit Sequential
No. Exhibit Page No.
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A Stockholders Agreement dated as of January 16, 1998 8
by and between Ingenico S.A., Dudley L. Moore, Jr.
and J. Stanford Spence.
Page 6 of 10 Pages
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Exhibit A
Stockholders Agreement by and between Ingenico S.A., J. Stanford Spence and
Dudley L. Moore, Jr. dated as of January 16, 1998.
Page 7 of 10 Pages
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STOCKHOLDERS AGREEMENT
This AGREEMENT is dated January 16, 1998 (this "Agreement") among
Ingenico S.A., an entity incorporated under the laws of France ("Ingenico"),
Dudley L. Moore, Jr., a resident of the State of Georgia ("Moore"), and J.
Stanford Spence, a resident of the State of Texas ("Spence").
In consideration of the mutual promises and agreements set forth
herein, the parties agree as follows:
1. For a period ending the earlier of December 31, 1999 or 18 months
from the Effective Date of the Combination Agreement, each of the parties
hereto agrees to vote all of its or his shares owned (including any shares
acquired after the parties entered into this Agreement)(collectively, the
"Shares"), at any stockholders meeting or in any written consent for that
purpose, against any business combination transaction involving IVI
Checkmate or its subsidiaries, such as a merger or share exchange, and
further agrees not to tender shares into, make, cause any of its affiliates
to make, or encourage others to make, during the term of this Agreement, a
tender or exchange offer (in which the tendering party is required to make a
filing under Section 14(d)(1) of the Securities Exchange Act of 1934, as
amended)(a "Tender Offer") for Shares, in which the consideration to be
received by each stockholder of IVI Checkmate is less than US$15 per Share in
cash or other highly liquid consideration. The amount of the consideration
is to be calculated two business days prior to any stockholders' vote
required on such a transaction.
2. Notwithstanding Section 1 above, in the event a Tender Offer has been
made by a third party for consideration less than US$15, each party shall
have the right to make a Tender Offer, provided that the consideration
offered by such party for tendered shares in such Tender Offer must be
greater than the amount offered in the initial third-party Tender Offer. Any
party hereto may tender Shares to another party in a Tender Offer permitted
under this Section 2.
3. For a period of three years from the Effective Date of the
Combination Agreement each of the parties hereto agrees to vote all of its or
his Shares (or to cause the Trustee to vote its Exchangeable Shares), at any
stockholders' meeting or in any written consent for that purpose, and take
all other actions necessary, to ensure the election to the Board of Directors
of IVI Checkmate of Gerard Compain (or any other designee of Ingenico),
Spence and George Whitton; provided further, that if such persons are so
elected by the stockholders of IVI Checkmate, the parties agree to use their
best efforts to ensure the appointment of Spence as Chairman of the Board,
George Whitton as Vice Chairman of the Board of IVI Checkmate and Gerard
Compain as a member of the three-member Executive Committee of the Board of
Directors.
4. Nothing contained herein shall prevent any party, during the period
ending the earlier of December 31, 1999 or 18 months following the Effective
Date of the Combination Agreement, from (a) buying or otherwise acquiring
additional Shares, or (b) selling shares (i) to the public pursuant to a
registered offering under the Securities Act of 1933, as amended (the
"Secures Act"), (ii) to the public through a broker or market-maker pursuant
to the provisions of Rule 144 (or any successor rule) promulgated under the
Securities Act, (iii) in a Tender Offer consistent with
Page 8 of 10 Pages
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Section 1 or Section 2 above, or (iv) in a business combination transaction
approved by the stockholders of IVI Checkmate. Notwithstanding any other
provision of this Agreement, no sale or other transfer of Shares may be made,
other than pursuant to the immediately preceding sentence, unless the
transferee has agreed in writing to be bound by the terms and conditions of
this Agreement pursuant to an instrument in form and substance satisfactory
to the parties hereto and the transfer complies with all applicable laws.
5. In the event that Ingenico is conclusively and finally prohibited from
exercising its right under the Investment Agreement to purchase shares of IVI
Checkmate in an amount that would increase its ownership to 15% (as
calculated in accordance with the Investment Agreement) of the voting capital
stock of IVI Checkmate because such action would preclude pooling of
interests accounting treatment with regard to the transactions contemplated
by the Combination Agreement, the terms of Sections 1 and 2 of this Agreement
shall terminate and shall be of no further force and effect.
6. This Agreement shall be governed and construed in accordance with the
laws of the State of Delaware applicable to agreements made and to be
performed entirely within such state, without regard to the principles of
conflicts of law thereof.
7. With respect to any claim arising out of this Agreement, the parties
agree to waive their right to a jury trial and agree to have such matter
adjudicated in front of an arbitration panel in accordance with the
provisions of the Combination Agreement.
Capitalized terms used herein and not defined shall have the meanings
ascribed to such terms in the Combination Agreement dated as of January 16,
1998 by and among IVI Checkmate Corp., a Delaware corporation ("IVI
Checkmate"), International Verifact Inc., a Canadian corporation, Checkmate
Electronics, Inc., a Georgia corporation, and Future Merger Corporation, a
Georgia corporation and wholly-owned subsidiary of Newco.
For purposes of this Agreement, "Investment Agreement" means that certain
Investment Agreement dated as of December 5, 1996 between International
Verifact Inc. and Ingenico, as amended.
Page 9 of 10 Pages
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IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Agreement on the date first written above.
INGENICO S.A.
By: /s/ Gerard Compain
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Name: Gerard Compain
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Title: Vice Chairman
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/s/ Dudley L. Moore, Jr.
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Dudley L. Moore, Jr.
/s/ J. Stanford Spence
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J. Stanford Spence
Page 10 of 10 Pages
