SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 16, 1998
CHECKMATE ELECTRONICS, INC.
(Exact name of Registrant as specified in its charter)
GEORGIA 0-22370 88-0117097
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
1003 MANSELL ROAD
ROSWELL, GEORGIA 30076
(Address of principal executive offices, including zip code)
(770) 594-6000
(Registrant's telephone number, including area code)
Page 1 of 8
Exhibit Index on Page 3
ITEM 5. OTHER EVENTS.
- ----------------------
On January 16, 1998, Checkmate Electronics, Inc. and International Verifact
Inc. entered into a definitive agreement to combine their companies. The
combined companies will be organized in a holding company structure with a new
publicly-traded Delaware corporation, IVI Checkmate Corp., as the parent of
Checkmate and IVI. Under the terms of the definitive agreement, IVI
shareholders will receive for each IVI common share, either one share of common
stock of IVI Checkmate Corp. or one exchangeable share of IVI which can be
exchanged for one share of IVI Checkmate Corp. common stock in the future.
Checkmate shareholders will receive 1.2775 shares of IVI Checkmate Corp. common
stock for each Checkmate common share. The result will be that shareholders of
IVI will own approximately 57 percent of the common stock of IVI Checkmate Corp.
and Checkmate shareholders will own approximately 43 percent.
IVI is engaged in the design, development and sale of electronic payment
solutions for retailers, financial institutions, governments and other
businesses. IVI's hardware and software products include solutions for point-
of-sale debit/credit/EFT/EBT terminals, check readers, smart card readers, POS
Printers and secure PIN entry devices.
In connection with this transaction, the Board of Directors of Checkmate
has amended Checkmate's Shareholder Rights Protection Agreement as provided in
Amendment No. 1 to Shareholder Rights Protection Agreement included herein as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- ------------------------------------------
(c ) Exhibits
99.1 Amendment No. 1 dated as of January 16, 1998, to
Shareholders Protection Rights Agreement, dated as of October
13, 1997, between Checkmate Electronics, Inc. and First Union
National Bank, as Rights Agent
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
CHECKMATE ELECTRONICS, INC.
Date: January 20, 1998 By: /s/ John J. Neubert
-----------------------------------
John J. Neubert
Senior Vice President-Finance and
Administration and Chief Financial Officer
3
EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Amendment No. 1, dated as of January 16, 1998,
to Shareholder Protection Rights Agreement,
dated as of October 13, 1997, between Checkmate
Electronics, Inc. and First Union National Bank,
as Rights Agent
4