"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."
CHEQUEMATE INTERNATIONAL INC filed this 10QSB on 02/25/1997.
Entire Document (712)
THIS IS A LIVE FILING (615)
SECURITIES AND EXCHANGE COMMISSION (536)
PART I - FINANCIAL INFORMATION (28)
ITEM 1. Financial Statements. PAGE (14)
ACCOUNTANTS' REPORT 3 (2)
UNAUDITED CONSOLIDATED BALANCE SHEETS 4 (2)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS 6 (2)
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS 7 (2)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 9 (3)
ITEM 2. Management's Discussion and Analysis of Financial Condition and (10)
GENERAL INFORMATION 12 (2)
LIQUIDITY AND CAPITAL RESOURCES 13 (2)
RESULTS OF OPERATIONS 14 (3)
PART II - OTHER INFORMATION (453)
ITEM 5. Other Information 14 (3)
ITEM 6. Exhibits and Reports on Form 8-K 17 (4)
Item 2: Management's Discussion and Analysis of Financial Condition and (150)
Item 5. Other Information. (284)
Item 6. Exhibits and Reports on Form 8-K (10)
SIGNATURES (72)
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Item 5. Other Information. At the regular scheduled Annual Shareholder's Meeting held August 9, 1996 at the Registrant's corporate headquarters in Salt Lake City, Utah, an Amendment to the Articles of Incorporation of the Registrant to change the name Automated Compliance & Training, Inc., to Chequemate International, Inc. was presented for a vote with an affirmative vote of at least a majority needed to effect the Amendment. The Amendment was passed with an effective date of September 1, 1996 on the affirmative vote of 9,147,042 shares or 72.2% of outstanding stock of the Registrant. 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-16-1996Common Stock14,285$3.50Jan-30-1996Common Stock29,070$3.44Feb-23-1996Common Stock27,548$3.63Mar-12-1996Common Stock27,548$3.63Apr-02-1996Common Stock27,548$3.63May-01-1996Common Stock41,322$3.63May-31-1996Common Stock28,571$3.50Jul-01-1996Common Stock28,571$3.50Aug-01-1996Common Stock29,630$3.38Aug-08-1996Common Stock20,0002,50017,500$3.25$3.25$3.25Sep-04-96Common Stock29,091$3.44Oct-02-96Common Stock28,571$3.50Nov-13-1996Common Stock29,586$3.38Nov-26-1996Common Stock57,692$3.38Nov-29-1996Common Stock73,964$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.
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