-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FnNR+Sh91db6fvvzzpy8iZd9T5ZGTGT0pB0Vbls6jpzadKjH/KJk6Yr7jo7t1Qq6 9hhkcaz32bIiTd4FX7LC/A== 0000912057-97-016498.txt : 19970512 0000912057-97-016498.hdr.sgml : 19970512 ACCESSION NUMBER: 0000912057-97-016498 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970509 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERIFONE INC CENTRAL INDEX KEY: 0000820580 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 990206064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-02810 FILM NUMBER: 97599607 BUSINESS ADDRESS: STREET 1: THREE LAGOON DR STE 400 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 4155916500 MAIL ADDRESS: STREET 1: THREE LAGOON DRIVE STE 400 CITY: REDWOOD CITY STATE: CA ZIP: 94065 POS AM 1 POST EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on May 9, 1997 Registration No. 333-2810 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. / / 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. 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 ------------------------------------- Joseph M. Zaelit Vice President, Finance and Administration and Chief Financial Officer 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.
SIGNATURE TITLE DATE 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
SIGNATURE TITLE DATE 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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