Three Christmases ago, when he announced employee bonuses for an exceptional year, Verifone Inc. chief executive officer Hatim Tyabji titled his e-mail message "Caring for Our People."

Two days ago, when Mr. Tyabji revealed his plan to retire at yearend, he headlined it "A Message from My Heart."

After 12 years leading one of the most influential companies in financial technology and particularly payment processing, Mr. Tyabji wants to go out sounding the same notes he came in with and harped on. That means practicing some fundamental preachings that can sound pretty personal.

A man of strong and unwavering convictions on anything that has to do with his business-from point of sale terminal design to smart cards to the need to keep in close touch with clients-Mr. Tyabji still tends to turn conversations to people and their feelings.

"If there is anything I would want you to say about a legacy," Mr. Tyabji advised in a telephone interview Tuesday, "it is that we truly tried to build a family."

The "family" is 3,500 employees around the world, in an unusually flat corporate structure with little title inflation. The number has risen by several hundred in the nine months since the biggest corporate event in Verifone's 17 years, its $1.3 billion acquisition by Hewlett-Packard Co.

Mr. Tyabji was intent on blending-not subsuming-his distinct culture into that of the Silicon Valley titan with its more than 100,000 people. He said he will continue working on that process, part and parcel of staying "full speed ahead" until his final day and, in some way, probably beyond.

"Certainly we focused on shareholders and made a very fair profit," Mr. Tyabji stated. "But we care about people in a way that is absolutely unique. My enduring wish for a legacy is this unique virtual organization (he eschewed the traditional trappings of headquarters and largely managed by e-mail) and the caring about its people."

It therefore must have been gratifying for Mr. Tyabji, 53, when Hewlett- Packard chairman Lewis Platt paid tribute this week to Verifone's "very strong culture similar to HP's."

Mr. Platt said Mr. Tyabji "will leave a strong, global organization that is a leader in the pivotal payment market and will continue to play an important role in HP's future direction in electronic commerce. We are grateful for his contributions, which I expect will benefit HP for many years."

In a not-so-subtle organizational shift coupled with Mr. Tyabji's announcement, Mr. Platt said Verifone is now reporting to Hewlett-Packard's enterprise systems group, known as ESG, and its vice president and general manager, William Russell.

The change made sense because "that is the part of the organization we work with most closely," said Verifone senior vice president Lloyd Mahaffey, a top Tyabji lieutenant.

While Verifone maintains its independent subsidiary status with a base in Santa Clara, Calif., that is remote from HP's, it was initially associated with the parent's extended enterprise business unit and its vice president, Glenn Osaka. Mr. Osaka and Mr. Russell, now a member of Mr. Platt's management committee, reported through last year to executive vice president Richard Belluzzo, who negotiated the Verifone deal but left to become chairman and CEO of Silicon Graphics Inc.

Mr. Platt, who took charge in January of the computer organization Mr. Belluzzo headed, said in a memo this week, "This tighter coupling of ESG and Verifone will ensure decision-making closer to our customers and will result in products and services that better satisfy their expectations.

"Verifone's Internet-related products already run on ESG's servers," Mr. Platt added. "Verifone's sales force works closely with ESG specialists in the enterprise accounts organization."

Mr. Tyabji-whose Verifone titles are chairman, president, and chief executive officer-will work with Mr. Russell to choose a successor. Mr. Mahaffey said he expects the search to take "a couple of months."

Mr. Tyabji presumably will remain in touch with the legacy as a consultant. He was not specific about his long-term plans. When asked why he is leaving now, he said, "Why not?," adding that Hewlett-Packard's takeover had nothing to do with it.

"I have been doing this 12 years," he said. "It's time for a change."

He spoke of a desire to "smell the roses," in part at the urging of his wife, Durriya. An inveterate workaholic who, according to one associate, "is literally around the world every week," Mr. Tyabji makes no promises about permanent rest. He intends to remain active on corporate boards including Deluxe Corp.'s, perhaps pursue entrepreneurial technology opportunities, and "give back" through public service and teaching. He wants to step up his current commitments to business schools, including Harvard University's and the Peter Drucker Center at the Claremont Graduate School in California.

A veteran of a Unisys Corp. predecessor, Sperry Corp., Mr. Tyabji joined Verifone in 1986 when it had annual revenue of $31 million. William Melton, the Verifone founder who is now CEO of Cybercash Inc., seized on an initiative by Visa to promote development of inexpensive card authorization terminals for points of sale. Verifone knocked several earlier entrants out of the business and still has by far the leading market share.

There is a new coincidence in the Verifone-Visa connection. Visa International chief executive Edmund Jensen, 60, also chose this year to step down.

Mr. Tyabji took Verifone to the proverbial next level, including a 1990 initial stock offering and the 1995 acquisition of Enterprise Integration Technologies, a pioneering Internet software company that became the nucleus of Verifone's Internet commerce group. Revenue is up to $600 million, according to Mr. Platt's memo.

Mr. Tyabji took pride in getting "out in front" on the Internet to the point where he views competitors as copycats. Investors may still be waiting for returns on the investment, but "I feel damn good about it," Mr. Tyabji said. "If anything, the space we are in calls for more optimism and enthusiasm. Things are happening."

Hypercom Corp. of Phoenix, Verifone's closest POS rival, was one of those that moved more slowly toward the Internet. It had healthy respect for Mr. Tyabji, said president Albert Irato. "He was a worthy and formidable competitor who served his shareholders very well. I wish him luck in his new pursuits."

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