Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
IVI CHECKMATE CORP.
The undersigned incorporator, for the purpose of incorporating or
organizing a corporation under the General Corporation Law of the State of
Delaware (the "GCL"), does hereby certify that:
FIRST: The name of the corporation is IVI CHECKMATE CORP.
(hereinafter the "Corporation").
SECOND: The address of the Corporation's registered office in the
State of Delaware is Corporate Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the GCL.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 100,000,000 shares, consisting of
(1) 99,000,000 shares of Common Stock, par value $0.01 per share (the "Common
Stock"), and (2) 1,000,000 shares of Preferred Stock, par value $0.01 per share
(the "Preferred Stock").
I. COMMON STOCK
Except as otherwise provided herein or as otherwise required by
applicable law, all shares of Common Stock will be identical in all
respects and will entitle the holders thereof to the same rights and
privileges.
II. PREFERRED STOCK
The Preferred Stock may be issued in one or more series and shall have
such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, or restrictions thereof, as shall be
stated and expressed in this Certificate of Incorporation or in any
amendment hereto, or in a resolution or resolutions providing for the
issuance of such stock adopted by the Board of Directors.
SERIES A PREFERRED STOCK
One share of the Preferred Stock, par value $.01 per share, is hereby
constituted as a series of the Preferred Stock designated Series A
Preferred Stock. The holder of the Series A Preferred Stock shall be
entitled to receive such dividends as the Board of Directors of the
Corporation may declare from time to time with respect to the Series A
Preferred Stock. Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, and subject to the prior
rights of any holders of shares of Preferred Stock ranking senior to the
Series A Preferred Stock, the holder of the share of Series A Preferred
Stock shall be paid an amount equal to $1.00 before payment shall be made
to holders of any stock ranking on liquidation junior to the Series A
Preferred Stock (such amount payable with respect to the Series A Preferred
Stock being referred to as the "Series A Liquidation Preference Amount").
The Series A Preferred Stock shall be redeemable at any time at the
election of the Corporation for an amount equal to the Series A Liquidation
Preference Amount.
FIFTH: The Corporation shall be entitled to treat the person in whose
name any shares of its capital stock are registered as the owner thereof for all
purposes and shall not be bound to recognize any equitable or other claim to, or
interest in, such shares on the part of any other person, whether or not the
Corporation shall have notice thereof, except as required by applicable law.
SIXTH: The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors.
SEVENTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to adopt, alter,
amend and repeal the By-Laws of the Corporation.
EIGHTH: The Corporation expressly elects not to be governed by Section
203 of the GCL.
NINTH: To the fullest extent permitted by the GCL as the same exists
or may hereafter be amended, a director of the Corporation shall not be liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. If the GCL is amended after the date of filing of
this Certificate of Incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the GCL, as so amended from time to time. No repeal or
modification of this Article NINTH by the stockholders shall adversely affect
any right or protection of a director of the Corporation existing by virtue of
this Article NINTH at the time of such repeal or modification.
TENTH: Except as set forth herein, the Corporation reserves the right
to amend, alter, change or repeal any provision contained in this Certificate of
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Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred on stockholders herein are granted subject to this reservation.
ELEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws of the Corporation may provide. The books of
the Corporation may be kept (subject to any provision contained in applicable
law) outside the State of Delaware at such place as may be designated from time
to time by the Board of Directors or in the By-Laws of the Corporation.
TWELFTH: The powers of the undersigned incorporator shall terminate
upon the filing of this Certificate of Incorporation, and the persons who shall
serve as directors of the Corporation until their successors are elected and
qualify are:
J. Stanford Spence
1003 Mansell Road
Roswell, Georgia 30076
George Whitton
79 Torbarrie Road
Toronto, Ontario, Canada
M3L 1G5
Gregory A. Lewis
1003 Mansell Road
Roswell, Georgia 30076
L. Barry Thomson
79 Torbarrie Road
Toronto, Ontario, Canada
M3L 1G5
IN WITNESS WHEREOF, I have signed this Certificate of Incorporation
on January 15, 1998.
By: /s/ DAVID G. NICHOLS, JR.
----------------------------------
Name: David G. Nichols, Jr.
Address: 101 Park Avenue
New York, NY 10178
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CERTIFICATE OF THE POWERS, DESIGNATIONS, PREFERENCES
AND RIGHTS OF
THE SERIES B PREFERRED STOCK
OF
IVI CHECKMATE CORP.
THE UNDERSIGNED, being respectively, the Chairman of the Board of IVI
Checkmate Corp. (the "Corporation"), DOES HEREBY CERTIFY that, pursuant to the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware, the following resolutions were duly adopted by the Board of Directors
of the Corporation and that, pursuant to authority conferred upon the Board of
Directors by the provisions of the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation"), the Board of Directors of the
Corporation, by unanimous written consent effective on June 23, 1998, adopted
resolutions providing for the issuance of a series of its preferred stock and
fixing the relative powers, preferences, rights and qualifications, limitations
and restrictions of such stock. Such resolutions are as follows:
"RESOLVED, that pursuant to authority expressly granted to and vested in
the Board of Directors of the Company by the provisions of the Certificate
of Incorporation, the issuance of a series of preferred stock, par value
$.01 per share, which shall consist of one of the 1,000,000 shares of
preferred stock which the Corporation now has authority to issue, be, and
the same hereby is, authorized, and the Board hereby fixes the powers,
designations, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and restrictions
thereof, as follows:
1. AUTHORIZED NUMBER AND DESIGNATION. One share of the preferred stock,
par value $.01 per share, of the Corporation is hereby constituted as a series
of the preferred stock designated Series B Special Voting Preferred Stock, par
value $.01 per share (the "Series B Special Voting Stock").
2. DIVIDENDS. The holder of the Series B Special Voting Stock shall not
be entitled to receive any dividends declared and paid by the Corporation.
3. VOTING RIGHTS. Except as otherwise required by law or the Certificate
of Incorporation, (a) the holder of the share of Series B Special Voting Stock
shall have that number of votes equal to the number of Exchangeable Shares (as
defined in the Voting and Exchange Trust Agreement, dated as of June 25, 1998
(the "Voting Trust Agreement") among the Corporation, International Verifact
Inc., a Canadian corporation ("IVI"), and the trustee party thereto, for the
benefit of the holders from time to time of the Exchangeable Shares) of IVI from
time to time outstanding which are not owned by the Corporation, any of its
subsidiaries or any person directly controlled by or under common control of the
Corporation, in each case for the election of directors and on all matters
submitted to a vote of the stockholders of the Corporation, subject to
adjustment to reflect the Current Newco Common Stock Equivalent (as defined in
the Voting Trust
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Agreement) and (b) in respect of all matters concerning the voting of shares,
the Series B Special Voting Stock and the Common Stock of the Corporation shall
vote as a single class, except as required by applicable law. A copy of the
Voting Trust Agreement is on file at the offices of the Corporation, and may be
inspected during normal business hours by any stockholder of the Corporation
upon written request.
4. LIQUIDATION PREFERENCE. Upon any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, and subject to the
prior rights of any holders of shares of preferred stock ranking senior to the
Series B Special Voting Stock, the holder of the share of Series B Special
Voting Stock shall be paid an amount equal to $1.00, before payment shall be
made to holders of any stock ranking on liquidation junior to the Series B
Special Voting Stock (such amount payable with respect to the Series B Special
Voting Stock being referred to as the "Series B Liquidation Preference Amount").
5. RANKING. The Series B Special Voting Stock shall rank junior to any
other outstanding series of preferred stock of the Corporation in all respects.
6. OTHER PROVISIONS. (a) Pursuant to the terms of the Combination
Agreement dated as of January 16, 1998, by and among the Corporation, IVI,
Checkmate Electronics, Inc., a Georgia corporation, and Future Merger
Corporation, a Georgia corporation, one share of the Series B Special Voting
Stock is being issued to the trustee under the Voting Trust Agreement.
(b) The holder of the share of Series B Special Voting Stock shall exercise
the voting rights attendant thereto in accordance with Section 3 of this
Certificate of Designations.
(c) At such time as the Series B Special Voting Stock has no votes attached
to it because there are no Exchangeable Shares outstanding which are not owned
by the Corporation, any of its subsidiaries or any person directly or indirectly
controlled by or under common control of the Corporation, and there are no
shares of stock, debt, options or other agreements of IVI which could give rise
to the issuance of any Exchangeable Shares to any person (other than the
Corporation, any of its subsidiaries or any person directly or indirectly
controlled by or under common control of the Corporation), the Series B Special
Voting Stock shall be redeemable at the election of the Corporation for an
amount equal to the Series B Liquidation preference Amount."
IN WITNESS WHEREOF, this Certificate has been signed by the Chairman of the
Board of the Corporation as of the 23rd day of June, 1998.
IVI CHECKMATE CORP.
By: /s/ J. STANFORD SPENCE
-------------------------------
Name: J. Stanford Spence
Title: Chairman of the Board
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Certificate Of The Powers, Designations, Preferences
And Rights Of
The Series D Preferred Stock
Of
IVI Checkmate Corp.
THE UNDERSIGNED, being the Secretary of IVI Checkmate Corp. (the "Corporation"),
does hereby certify and acknowledge that, pursuant to the provisions of Section
151(g) of the General Corporation Law of the State of Delaware, the following
resolutions were duly adopted by the Board of Directors of the Corporation and
that, pursuant to authority conferred upon the Board of Directors by the
provisions of the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), the Board of Directors of the Corporation, at a
meeting of the Board duly called and noticed held on April 6, 1999, adopted
resolutions providing for the issuance of a series of its preferred stock and
fixing the relative powers, preferences, rights and qualifications, limitations
and restrictions of such stock. Such resolutions are as follows:
"RESOLVED, that pursuant to authority expressly granted to and vested
in the Board of Directors of the Company by the provisions of the
Certificate of Incorporation, the issuance of a series of preferred stock,
par value $.01 per share, which shall consist of 894,663 of the 1,000,000
shares of preferred stock which the Corporation now has authority to issue,
be, and the same hereby is, authorized, and the Board hereby fixes the
powers, designations, preferences and relative, participating, optional and
other special rights, and the qualifications, limitations and restrictions
thereof, as follows:
The Series D Preferred Stock.
The Series D Preferred Stock (the "Preferred Stock") shall have the following
powers, designations, preferences and rights:
(i) Authorized Number and Designation.
This stock will be constituted as a series of the preferred stock designated
Series D Preferred Stock, par value $0.01 per share. The principal amount of
each share of Preferred Stock shall be $9.00.
(ii) Dividends.
Beginning on April 1, 1999, dividends will accrue annually on the outstanding
principal amount of each share of the Preferred Stock plus accrued and unpaid
dividends, at the rate of nine percent (9%) per annum. All accrued and unpaid
dividends will be paid upon the exercise of a right to convert or redeem, as
provided in the following subsections.
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(iii) Conversion to Common.
Beginning on the third anniversary of April 1, 1999 and continuing until the
fifth anniversary of April 1, 1999, the holder of the Preferred Stock may elect
to convert the Preferred Stock to the Corporation's $0.01 par value common stock
("Common Stock"), on the basis of one (1) share of Common Stock for one (1)
share of the Preferred Stock and one (1) share of Common Stock for each nine
dollars ($9.00) of dividends accrued and unpaid through the date of conversion;
provided however, if on the date of conversion the Corporation's Common Stock is
not publicly traded, the holder may elect a redemption of the Preferred Stock
for cash in the amount equal to the sum of (i) the dividends accrued and unpaid
through the date of payment plus (ii) the product of $9.00 times the number of
shares of Preferred Stock. If the holder of the Preferred Stock does not elect
to convert the Preferred Stock to Common Stock by the fifth anniversary of April
1, 1999, then, beginning on the first day after the fifth anniversary of April
1, 1999 and continuing for sixty days thereafter, the Corporation must either
(a) convert the Preferred Stock to Common Stock, on the basis of one (1) share
of Common Stock for one (1) share of Preferred Stock and one (1) share of Common
Stock for each nine dollars ($9.00) of dividends accrued and unpaid through the
date of conversion or (b) redeem the principal amount of the Preferred Stock
($9.00 per share) and all dividends accrued and unpaid through the date of
payment, in cash.
(iv) Early Graduated Redemption Right after Six Months.
By giving written notice to the Corporation during the period beginning on the
first day after six months have elapsed since April 1, 1999, and ending on the
date on which fifteen months have elapsed since April 1, 1999, the holder of the
Preferred Stock will have the right to require the Corporation to redeem the
Preferred Stock, plus all accrued and unpaid dividends. In such case, the
Corporation has the option, within thirty days of the receipt of such notice, to
either redeem such Preferred Stock plus all accrued and unpaid dividends thereon
(a) for cash in the amount equal to the sum of (i) the dividends accrued and
unpaid through the date of payment plus (ii) the product of $6.00 times the
number of shares of Preferred Stock (which sum is referred to as the "$6 Cash
Amount"), or (b) for the number of shares of Common Stock equal to the $6 Cash
Amount divided by the average of the closing prices of the Common Stock (as
reported at NASDAQ's web page, www.nasdaq.com) for the twenty trading days prior
to the date of such notice (for the purposes of this subsection only, the
"Average Price"), provided however, that if the number of shares determined by
the foregoing calculation is greater than 2,000,000, then the maximum number of
shares which may be issued pursuant to this subsection without shareholder
approval of the Corporation is 2,000,000, and if shareholder approval is not
obtained or sought, under this option the Corporation shall issue 2,000,000
shares and shall pay holder cash in an amount equal to the $6 Cash Amount less
2,000,000 times the Average Price; provided further, however, that if the
Corporation's Common Stock is not publicly traded on the date of such notice,
holder may direct the Corporation to choose option (a) or (b).
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(v) Early Graduated Redemption Right after Fifteen Months.
By giving written notice to the Corporation during the period beginning on the
first day after fifteen months have elapsed since April 1, 1999, and ending on
the second anniversary of April 1, 1999, the holder of the Preferred Stock will
have the right to require the Corporation to redeem the Preferred Stock, plus
all accrued and unpaid dividends. In such case, the Corporation has the option,
within thirty days of the receipt of such notice, to either redeem such
Preferred Stock plus all accrued and unpaid dividends thereon (a) for cash in
the amount equal to the sum of (i) the dividends accrued and unpaid through the
date of payment plus (ii) the product of $7.00 times the number of shares of
Preferred Stock (which sum is referred to as the "$7 Cash Amount"), or (b) for
the number of shares of Common Stock equal to the $7 Cash Amount divided by the
average of the closing prices of the Common Stock (as reported at NASDAQ's web
page, www.nasdaq.com) for the twenty trading days prior to the date of such
notice (for the purposes of this subsection only, the "Average Price"), provided
however, that if the number of shares determined by the foregoing calculation is
greater than 2,000,000, then the maximum number of shares which may be issued
pursuant to this subsection without shareholder approval of the Corporation is
2,000,000, and if shareholder approval is not obtained or sought, under this
option the Corporation shall issue 2,000,000 shares and shall pay holder cash in
an amount equal to the $7 Cash Amount less 2,000,000 times the Average Price;
provided further, however, that if the Corporation's Common Stock is not
publicly traded on the date of such notice, holder may direct the Corporation to
choose option (a) or (b).
(vi) Early Graduated Redemption Right after Second Anniversary.
By giving written notice to the Corporation during the period beginning on the
first day after the second anniversary of April 1, 1999, and ending on day
before the third anniversary of April 1, 1999, the holder of the Preferred Stock
will have the right to require the Corporation to redeem the Preferred Stock,
plus all accrued and unpaid dividends. In such case, the Corporation has the
option, within thirty days of the receipt of such notice, to either redeem such
Preferred Stock plus all accrued and unpaid dividends thereon (a) for cash in
the amount equal to the sum of (i) the dividends accrued and unpaid through the
date of payment plus (ii) the product of $8.00 times the number of shares of
Preferred Stock (which sum is referred to as the "$8 Cash Amount"), or (b) for
the number of shares of Common Stock equal to the $8 Cash Amount divided by the
average of the closing prices of the Common Stock (as reported at NASDAQ's web
page, www.nasdaq.com) for the twenty trading days prior to the date of such
notice (for the purposes of this subsection only, the "Average Price"), provided
however, that if the number of shares determined by the foregoing calculation is
greater than 2,000,000, then the maximum number of shares which may be issued
pursuant to this subsection without shareholder approval of the Corporation is
2,000,000, and if shareholder approval is not obtained or sought, under this
option the Corporation shall issue 2,000,000 shares and shall pay holder cash in
an amount equal to the $8 Cash Amount less 2,000,000 times the Average Price;
provided further, however, that if the Corporation's Common Stock is not
publicly traded on the date of such notice, holder may direct the Corporation to
choose option (a) or (b).
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(vii) Mandatory Redemption Right.
Beginning on the third anniversary of April 1, 1999 and ending sixty days
thereafter (the "Redemption Window"), if on any day during the Redemption Window
the closing price of the Common Stock is less than $9.00 per share (as reported
the next business day in the Wall Street Journal) or if the Corporation's Common
Stock is not publicly traded, then on such next business day, by giving written
notice to the Corporation the holder of the Preferred Stock will have the right
to require the Corporation to redeem the Preferred Stock, plus all accrued and
unpaid dividends. In such case, the Corporation has the option, within thirty
days of the receipt of such notice, to redeem such Preferred Stock plus all
accrued and unpaid dividends thereon either (a) for cash in the amount equal the
sum of (i) the dividends accrued and unpaid through the date of payment plus
(ii) $9.00 times the number of shares of Preferred Stock (which sum is referred
to as the "$9 Cash Amount"), or (b) for the number of shares of Common Stock
equal to the $9 Cash Amount divided by the average of the closing prices of the
Common Stock (as reported at NASDAQ's web page, www.nasdaq.com) for the twenty
trading days prior to the date of the such Notice (for the purposes of this
subsection only, the "Average Price"), provided however, that if the number of
shares determined by the foregoing calculation is greater than 2,000,000, then
the maximum number of shares which may be issued pursuant to this subsection
without shareholder approval of the Corporation is 2,000,000, and if shareholder
approval is not obtained or sought, under this option the Corporation shall
issue 2,000,000 shares and shall pay holder cash in an amount equal to the $9
Cash Amount less 2,000,000 times the Average Price; provided further, however,
that if the Corporation's Common Stock is not publicly traded on the date of
such notice, holder may direct the Corporation to choose option (a) or (b).
(viii) Voting Rights.
Except as otherwise required by law, the holder of the Preferred Stock shall
have no voting rights.
(ix) Ranking.
The Preferred Stock shall rank senior in liquidation preference to all other
securities of Corporation, and no securities senior in liquidation preference to
the Preferred Stock may be issued by the Corporation without the written consent
of holder.
(x) Liquidation Proceeds.
Upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holder of the Preferred Stock shall be paid an
amount equal to the principal amount ($9.00) per share plus all dividends
accrued but unpaid thereon through the date of payment.
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(xi) Adjustments.
(A) Merger, Sale of Assets, etc.
If at any time while the Preferred Stock, or any portion thereof, is outstanding
there shall be (1) a reorganization (other than a combination, reclassification,
exchange or subdivision of shares otherwise provided for herein), (2) a merger
or consolidation of the Corporation with or into another corporation in which
the Corporation is not the surviving entity, or a reverse triangular merger in
which the Corporation is the surviving entity but the shares of the
Corporation's capital stock outstanding immediately prior to the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash, or otherwise, or (3) a sale or transfer of the Corporation's
properties and assets as, or substantially as, an entirety to any other person,
then, as a part of such reorganization, merger, consolidation, sale or transfer,
lawful provision shall be made so that the holder of the Preferred Stock shall
thereafter be entitled to receive upon conversion of the Preferred Stock, during
the periods specified herein, the number of shares of stock or other securities
or property of the successor corporation resulting from such reorganization,
merger, consolidation, sale or transfer that a holder of the shares deliverable
upon conversion of the Preferred Stock would have been entitled to receive in
such reorganization, consolidation, merger, sale or transfer if the Preferred
Stock had been converted immediately before such reorganization, merger,
consolidation, sale or transfer, taking into account and preserving the
discounts provided for by subsections (iv), (v) and (vi) for any conversion
prior to the third anniversary of the Closing, all subject to further adjustment
as provided in this subsection (xi). The foregoing provisions of this
subsection (xi) shall similarly apply to successive reorganizations,
consolidations, mergers, sales and transfers and to the stock or securities of
any other corporation that are at the time receivable upon the conversion of the
Preferred Stock. If the per share consideration payable to the holder hereof
for shares in connection with any such transaction is in a form other than cash
or marketable securities, then the value of such consideration shall be
determined in good faith by the Corporation's Board of Directors. In all
events, appropriate adjustment (as determined in good faith by the Corporation's
Board of Directors) shall be made in the application of the provisions of the
Preferred Stock with respect to the rights and interests of the holder after the
transaction, to the end that the provisions of the Preferred Stock shall be
applicable after that event, as near as reasonably may be, in relation to any
shares or other property deliverable after that event upon conversion of the
Preferred Stock.
(B) Reclassification, etc.
If the Corporation, at any time while the Preferred Stock, or any portion
thereof, remains outstanding by reclassification of securities or otherwise,
shall change any of the securities as to which conversion rights under the
Preferred Stock exist into the same or a different number of securities of any
other class or classes, the Preferred Stock shall thereafter represent the right
to be converted into such number and kind of securities as would have been
issuable as the result of such change with respect to the securities that were
subject to the conversion rights under the Preferred Stock immediately prior to
such reclassification or other change, taking into account and preserving the
discounts
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provided for by subsections (iv) through (vi), and the dollar amount of such
discounts shall be appropriately adjusted, all subject to further adjustment as
provided in this subsection (xi).
(C) Split, Subdivision or Combination of Shares.
If the Corporation at any time while the Preferred Stock, or any portion
thereof, remains outstanding shall split, subdivide or combine the securities as
to which conversion rights under the Preferred Stock exist, into a different
number of securities of the same class, the one to one conversion ratio
contained in subsection (iii) and the discounts provided for by subsections (iv)
through (vi) for such securities shall be proportionately adjusted.
(D) Adjustments for Dividends in Stock or Other Securities or Property.
If while the Preferred Stock, or any portion hereof, remains outstanding the
holders of the securities as to which purchase rights under the Preferred Stock
exist at the time shall have received, or, on or after the record date fixed for
the determination of eligible stockholders, shall have become entitled to
receive, without payment therefor, other or additional stock or other securities
or property (other than cash) of the Corporation by way of dividend, then and in
each case, the Preferred Stock shall represent the right to acquire, in addition
to the number of shares of the security receivable upon conversion of the
Preferred Stock, and without payment of any additional consideration therefor,
the amount of such other or additional stock or other securities or property
(other than cash) of the Corporation that such holder would hold on the date of
such conversion had it been the holder of record of the securities receivable
upon conversion of the Preferred Stock on the date hereof and had thereafter,
during the period from the date hereof to and including the date of such
conversion, retained such shares and/or all other additional stock available by
it as aforesaid during such period, giving effect to all adjustments called for
during such period by the provisions of this subsection (xi).
(E) Certificate as to Adjustments.
Upon the occurrence of each adjustment or readjustment pursuant to this
subsection (xi), the Corporation at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and furnish to
holder a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based. The
Corporation shall, upon the written request, at any time, of holder, furnish or
cause to be furnished to such holder a like certificate setting forth: (1) such
adjustments and readjustments; (2) the conversion ratio and discounts at the
time in effect; and (3) the number of shares and the amount, if any, of other
property that at the time would be received upon the conversion of the Preferred
Stock. An adjustment made pursuant to this Section shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification."
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IN WITNESS WHEREOF, this Certificate has been signed by the Secretary of
the the Corporation as of the 6th day of April, 1999.
IVI CHECKMATE CORP.
By: /s/ JOHN J. NEUBERT
-------------------------------
Name: John J. Neubert
Title: Secretary
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