Current market analysis and feedback has shown that the Chequemate
System has application in a wide range of market segments ranging from large
corporations to banks and all areas of the financial community. Therefore,
the name change was recommended to capitalize on the potential of the
Chequemate patented system. The new corporate structure will increase market
penetration and enhance market name recognition.
Sales of Equity Securities Pursuant to Regulation S.
The following table shows sales of securities of the Registrant sold in
the last three years pursuant to Regulation S. The sales transactions were
generally completed pursuant to written subscription agreements. The
subscription agreements were executed in reliance upon the transaction
exemption afforded by Regulation S. The facts relied upon to satisfy the
exemption were as follows:
(a) The Regulation S stock purchasers (the "Purchasers") were not U.S.
persons as that term is defined under Regulation S.
(b) At the time the buy order was originated, Purchasers were outside
the U.S. and were outside the U.S. as of the date of the execution and
delivery of the subscription agreements.
(c) Purchasers purchased the shares for their own accounts and not on
behalf of any U.S. person; the sales had not been pre-arranged with a
purchaser in the U.S.; and all offers and resales of the securities were
only made in compliance with the provisions of Regulation S.
(d) The Purchasers were not entities organized under foreign law by a
U.S.person, as defined in Regulation S Rule 902(o), for the purpose of
investing in unregistered securities, unless the Purchasers were
organized and owned by accredited investors, as defined in Regulation D,
Rule 501(a), who are not natural persons, estates or trusts.
(e) The transactions were not purchases pursuant to a fiduciary account
where a U.S. person, as defined in Regulation S Rule 902(o), had
discretion to make investment decisions for the account.
(f) To the knowledge of the Registrant, all offers and sales of the
Regulation S shares by Purchasers prior to the expiration of a 40-day
restricted period were only to be made in compliance with the safe
harbor contained in Regulation S, pursuant to registration of securities
under the 1933 Act, or pursuant to an exemption from registration.
All offers and sales after the expiration of the restricted period were
to be made only pursuant to such a registration or to such exemption
from registration. The restricted period referred to herein began on
the closing of the offering or upon the completion of the distribution
of the offering, as announced by the Registrant to all purchasers under
the offering.
(g) All offering documents received by Purchasers included statements
to the effect that the shares had not been registered under the 1933
Act and may not be offered or sold in the United States or to U.S.
persons unless the shares are registered under the Securities Act of
1933 or an exemption from the registration requirements was available.
(h) The Purchasers acknowledged that the purchase of the shares
involved a high degree of risk and further acknowledged that they could
bear the economic risk of the purchase of the shares, including the
total loss of their investment.
(I) The Purchasers understood that the shares were being offered and
sold to them in reliance on specific exemptions from the registration
requirements of United States Federal and State securities laws and
that the Registrant was relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and
understandings of the Purchasers set forth in the subscription agreements
in order to determine the applicability of such exemptions and the
suitability of the Purchasers to acquire shares.
Date of Sale
Title of
Security
Amount of
Securities
Offering
Price
Nov-07-1994
Common Stock
40,000
$2.50
Nov-22-1994
Common Stock
20,000
$2.50
Dec-1-1994
Common Stock
40,000
$2.50
Dec-21-1994
Common Stock
40,000
$2.50
Dec-21-1994
Common Stock
20,000
$2.50
Jan-06-1995
Common Stock
60,000
$2.50
Feb-02-1995
Common Stock
54,545
$2.75
Mar-02-1995
Common Stock
60,000
$2.5
Apr-04-1995
Common Stock
44,444
$3.375
May-11-1995
Common Stock
42,857
$3.50
Jun-06-1995
Common Stock
41,379
$3.625
Jun-29-1995
Common Stock
41,379
$3.625
Aug-10-1995
Common Stock
110,345
$3.625
Sep-06-1995
Common Stock
160,000
$3.75
Dec-28-1995
Common Stock
28,571
$3.50
Jan-16-1996
Common Stock
14,285
$3.50
Jan-30-1996
Common Stock
29,070
$3.44
Feb-23-1996
Common Stock
27,548
$3.63
Mar-12-1996
Common Stock
27,548
$3.63
Apr-02-1996
Common Stock
27,548
$3.63
May-01-1996
Common Stock
41,322
$3.63
May-31-1996
Common Stock
28,571
$3.50
Jul-01-1996
Common Stock
28,571
$3.50
Aug-01-1996
Common Stock
29,630
$3.38
Aug-08-1996
Common Stock
20,000
2,500
17,500
$3.25
$3.25
$3.25
Sep-04-96
Common Stock
29,091
$3.44
Oct-02-96
Common Stock
28,571
$3.50
Nov-13-1996
Common Stock
29,586
$3.38
Nov-26-1996
Common Stock
57,692
$3.38
Nov-29-1996
Common Stock
73,964
$3.38
P.T. Dolok Permai and Oxford International Asset Management, Inc.
purchased substantial portions of the Regulation S stock for their own
account. Such entities may have acted as underwriters with regard to other
portions of the Regulation S shares which were sold as reflected in the
foregoing table. |
