SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VeriFone, Inc. -------------------- (Exact name of registrant as specified in its charter) Delaware 0-18376 99-0206064 -------------- ---------- -------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation) Three Lagoon Drive, Suite 400, Redwood City, California 94065 --------------------------------------------------------------- (Address of principal executive offices) (415) 591-6500 ---------------- (Registrant's telephone number, including area code) Common Stock, par value $0.01 per share ("Common") (Title of each class of securities covered by this form) N/A ----------------------------------------- (Titles of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains) Place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports: X Rule 12g-4(a)(1)(i) / / Rule 12g-4(a)(2)(ii) / / Rule 12h-3(b)(2)(i) / / Rule 12g-4(a)(1)(ii) / / Rule 12h-3(b)(1)(i) / / Rule 12h-3(b)(2)(ii) / / Rule 12g-4(a)(2)(i) / / Rule 12h-3(b)(1)(ii) / / Rule 15d-6 Approximate number of holders of record as of the certification or notice date: one Pursuant to the requirements of the Securities Exchange Act of 1934, VeriFone, Inc. has duly caused this Certification/Notice to be signed on its behalf by the undersigned duly authorized person. VERIFONE, INC. June 25, 1997 By: /S/ JOSEPH M. ZAELIT ---------------------------------- JOSEPH M. ZAELIT SENIOR VICE PRESIDENT, FINANCE AND ADMINISTRATION, AND CHIEF FINANCIAL OFFICER