As filed with the Securities and Exchange
Commission on December 9, 2015.
Registration No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JETPAY
CORPORATION
(Exact name of Registrant as specified
in its charter)
Delaware |
1175 Lancaster Avenue
Suite 200
Berwyn, PA 19312 |
90-0632274 |
|
|
|
(State of Incorporation) |
(Address of principal executive offices) (Zip Code) |
(I.R.S. Employer
Identification No.) |
JETPAY CORPORATION
2013 STOCK INCENTIVE PLAN (AS AMENDED)
AND
JETPAY CORPORATION EMPLOYEE STOCK PURCHASE
PLAN
(Full Title of the Plan)
Bipin C. Shah
Chief Executive Officer
1175 Lancaster Avenue
Suite 200
Berwyn, PA 19312
(Name and address of agent for service)
(484) 324-7980
(Telephone number, including area code, of agent for service)
Copies of all communications to:
James A. Lebovitz, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, Pennsylvania 19104
(215) 994-4000
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer ¨ |
Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting company x |
CALCULATION OF REGISTRATION FEE |
Title of securities to be registered | |
Amount to be registered (1) | | |
Proposed maximum offering price per share (2) | | |
Proposed maximum aggregate offering price (2) | | |
Amount of registration fee | |
Common Stock, par value $0.001 per share | |
| 2,000,000 | | |
$ | 2.765 | | |
$ | 5,530,000 | | |
$ | 556.88 | |
Common Stock, par value $0.001 per share | |
| 300,000 | | |
$ | 2.765 | | |
$ | 829,500 | | |
$ | 83.54 | |
(1) Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement
(the “Registration Statement”) shall also cover any additional shares of common stock of JetPay Corporation (the “Registrant”)
which become issuable under the Registrant’s 2013 Stock Incentive Plan (the “Stock Incentive Plan”) or Employee
Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant.
(2) Estimated
pursuant to Rule 457(c) and Rule 457(h) of the Securities Act, solely for the purposes of calculating the registration fee,
based upon the average of the reported high and low sales prices for a share of the Registrant’s common stock on
December 7, 2015 as reported on the NASDAQ Capital Market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Registrant will send or give documents containing the information specified by Part I of this Registration Statement
to participants in the Stock Incentive Plan and the ESPP to which this Registration Statement relates, as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. The Registrant is
not filing such documents with the Commission, but these documents constitute (along with the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as originally filed
with the Commission by the Registrant, are incorporated herein by reference:
(a) the Registrant’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2014, filed on March 25, 2015;
(b) the Registrant’s Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2015, filed on May 13, 2015;
(c) the Registrant’s Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2015, filed on August 12, 2015;
(d) the Registrant’s Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 2015, filed on November 12, 2015;
(e) the Registrant’s Current Reports on
Form 8-K or 8-K/A filed on January 5, 2015, January 20, 2015, May 12, 2015, June 8, 2015 and August 5, 2015; and
(f) the description of the Registrant’s
common stock contained in the Registrant’s Registration Statement on Form 8-A filed on May 9, 2011, including any amendment
or report filed for the purpose of updating such description.
In addition, all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)
prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration
Statement. Each document incorporated by reference in this Registration Statement shall be deemed to be a part of this Registration
Statement from the date of the filing of such document with the Commission, until the information contained in such document is
superseded or updated by any subsequently filed document which is incorporated by reference in this Registration Statement.
Notwithstanding the foregoing provisions of
this Item 3, no document, or portion of or exhibit to any document, that is “furnished” to (rather than filed with)
the Commission shall be incorporated or deemed to be incorporated by reference in this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant has broad powers to
indemnify directors and officers against liabilities they incur in these capacities under the Delaware General Corporation
Law (the “DGCL”). The Registrant’s Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws (i) require that the Registrant indemnify current and former officers and directors of the Registrant for
expenses, liabilities and losses incurred when they are made parties to or are threatened to be made parties to
actions, suits or proceedings by reason of the fact that they are or were directors or officers of the Registrant and (ii)
eliminate the monetary liability of individual directors to the Registrant or its stockholders for any breach of fiduciary
duty, in each case, to the fullest extent allowed under the DGCL.
Section 145(a) of the DGCL provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware
corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person
acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was brought shall determine that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified
for such expenses which the court shall deem proper.
Section 145 of the DGCL further provides that
(i) to the extent that a former or present director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or
her in connection therewith; (ii) indemnification provided for by Section 145 shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled; and (iii) the corporation may purchase and maintain insurance on behalf
of any present or former director, officer, employee or agent of the corporation or any person who at the request of the corporation
was serving in such capacity for another entity against any liability asserted against such person and incurred by him or her in
any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify
him or her against such liabilities under Section 145.
Article X of the Registrant’s Amended
and Restated Certificate of Incorporation and Article VII of the Registrant’s Amended and Restated Bylaws provide that
the Registrant shall indemnify to the full extent permitted by the DGCL any person who was or is made a party or is threatened
to be made a party to or is involuntarily involved in any action, suit or proceeding by reason of the fact that he or she is or
was a director or officer of the Registrant (including service by such person in any capacity at another entity during his or her
tenure as a director or officer of the Registrant at the Registrant’s request) for all expenses, liabilities or losses reasonably
incurred or suffered by such person in connection with such action, suit or proceeding. The Registrant shall pay the indemnified
person’s expenses incurred in defending any proceeding in advance if the indemnified person undertakes in writing to repay
the amounts advanced if it is determined ultimately that the indemnified person is not entitled to indemnification. Article VI
of the Registrant’s Amended and Restated Certificate of Incorporation and Article VII of the Registrant’s Amended
and Restated Bylaws also eliminate the personal liability of the Registrant’s directors to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty, to the extent permitted by the DGCL.
The indemnification rights set forth above
are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
In addition, the Registrant’s Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws provide that the Registrant shall have the power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, trustee, employee, member, trustee or agent of the Registrant, or was serving at the request
of the Registrant as a director, officer, trustee, employee or agent of another entity, against any liability asserted against
the person and incurred by the person in any such capacity, or arising out of his or her status as such, whether or not the Registrant
would have the power or the obligation to indemnify such person against such liability.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit
Index.
Item 9. Undertakings
(a) The
Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; and
(iii) to include any material information
with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (i) and
(ii) shall not apply if the information required to be included in a post-effective amendment of this Registration Statement by
those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The
Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Berwyn, Commonwealth of Pennsylvania, on December 9, 2015.
|
JETPAY CORPORATION |
|
|
|
By: |
/s/ Bipin C. Shah |
|
|
Bipin C. Shah |
|
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
POWER OF ATTORNEY
KNOW TO ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Bipin C. Shah and Gregory M. Krzemien, each and individually,
his or her attorneys-in-fact, with full power of substitution and resubstitution, for him or her in any and all capacities, to
sign any or all amendments or post-effective amendments to this Registration Statement and to file the same with the Commission,
granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifying and confirming all that each such attorney-in-fact,
or his agent or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement and the foregoing Power of Attorney has been signed by the following persons in the capacities
and on the date indicated.
Signature |
|
Title |
|
Date |
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|
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/s/ Bipin C. Shah |
|
Chairman of the Board and |
|
December 9, 2015 |
Bipin C. Shah |
|
Chief Executive Officer (Principal Executive Officer) |
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/s/ Gregory M. Krzemien |
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Chief Financial Officer |
|
December 9, 2015 |
Gregory M. Krzemien |
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(Principal Financial Officer) |
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/s/ Peter B. Davidson |
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Vice-Chairman and Corporate |
|
December 9, 2015 |
Peter B. Davidson |
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Secretary |
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/s/ Donald J. Edwards. |
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Director |
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December 9, 2015 |
Donald J. Edwards |
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/s/ Diane (Vogt) Faro |
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Director |
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December 9, 2015 |
Diane (Vogt) Faro |
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/s/ Frederick S. Hammer |
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Director |
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December 9, 2015 |
Frederick S. Hammer |
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/s/ Jonathan M. Lubert |
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Director |
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December 9, 2015 |
Jonathan M. Lubert |
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/s/ Steven M. Michienzi |
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Director |
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December 9, 2015 |
Steven M. Michienzi |
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/s/ Robert B. Palmer |
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Director |
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December 9, 2015 |
Robert B. Palmer |
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Exhibit Index
Exhibit Number |
|
Description |
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4.1* |
|
Amended and Restated Certificate of Incorporation of JetPay Corporation (filed as Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on July 1, 2013, and incorporated by reference herein). |
|
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4.2* |
|
Amended and Restated Bylaws of JetPay Corporation (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 23, 2013, and incorporated by reference herein). |
|
|
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4.3* |
|
Universal Business Payment Solutions Acquisition Corporation 2013 Stock Incentive
Plan (filed as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on
July 1, 2013, and incorporated by reference herein). |
|
|
|
4.4* |
|
JetPay Corporation Employee Stock Purchase Plan (filed as Appendix A to the
Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on July 2, 2015, and incorporated by
reference herein). |
|
|
|
4.5** |
|
Amendment No. 1 to the Universal Business Payment Solutions Acquisition Corporation 2013 Stock Incentive Plan, dated December 12, 2013. |
|
|
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5.1** |
|
Opinion of Dechert LLP (counsel to the Registrant) as to the legality of the securities being registered. |
|
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23.1** |
|
Consent of Marcum LLP. |
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|
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23.2** |
|
Consent of Dechert LLP (included as Exhibit 5.1). |
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|
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23.3** |
|
Consent of Wouch Maloney & Co., LLP |
|
|
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24.1** |
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Power of Attorney (included on the signature page hereto). |
* Incorporated by
reference.
** Filed herewith.
EXHIBIT 4.5
Universal Business Payment Solutions
Acquisition Corporation 2013 Stock Incentive Plan
Amendment No. 1
Pursuant to the authority
reserved to it under Article XIII of the Universal Business Payment Solutions Acquisition Corporation 2013 Stock Incentive Plan
(the “Plan”), the Board of Directors of JetPay Corporation (the “Board”) hereby amends the Plan as set
forth herein. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Plan.
| 1. | Effective August 2, 2013, the name of the Plan is hereby amended to the “JetPay Corporation
2013 Stock Incentive Plan.” |
| 2. | Effective December 12, 2013, Section 2.5 of the Plan is hereby amended in its entirety to read: |
“2.5 A "Change
of Control," unless otherwise specified in an Award Agreement, shall be deemed to have taken place for purposes of the
Plan, in each case to the extent such complies with the requirements of Treasury Regulation 1.409A-3(i)(5):
(a) upon the consummation
of any transaction or series of transactions under which JetPay is merged or consolidated with any other company and that results
in the stockholders of JetPay immediately prior thereto owning voting securities immediately thereafter (either by the securities
such stockholders owned immediately prior thereto remaining outstanding or by the securities such stockholders owned immediately
prior thereto being converted into voting securities of the surviving entity) representing 50% or less of the combined voting power
of the voting securities of JetPay, the acquiring entity or such surviving entity, as the case may be, outstanding immediately
after such merger or consolidation,
(i) in
connection with which the stockholders of JetPay receive cash or publicly traded securities; or
(ii) within
3 months prior to which or 12 months following which the applicable Participant’s employment with or service to the Company
is terminated by the Company without Cause (as defined in the applicable Award Agreement);
(b) if any person
or group (as used in Section 13(d) of the Exchange Act) (other than JetPay, any trustee or other fiduciary holding securities under
an employee benefit plan of JetPay, or any company owned, directly or indirectly, by the stockholders of JetPay in substantially
the same proportions as their ownership of stock of JetPay) becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act) of securities of JetPay representing more than 50% of the shares of JetPay's Common Stock then outstanding
in a transaction or series of transactions,
(i) in
connection with which the stockholders of JetPay receive cash or publicly traded securities; or
(ii) within
3 months prior to which or 12 months following which the applicable Participant’s employment with or service to the Company
is terminated by the Company without Cause (as defined in the applicable Award Agreement); or
(c) the complete liquidation
of JetPay or the sale or disposition by JetPay of all or substantially all of JetPay's assets, other than a liquidation of JetPay
into a wholly-owned subsidiary.”
3.
Effective August 2, 2013, Section 2 of the Plan is hereby amended by adding the following as Section 2.18 and renumbering all
subsequent subsections of Section 2 accordingly:
“2.18 "JetPay"
means JetPay Corporation, a Delaware corporation, or any successors thereto.”
4.
Effective August 2, 2013, Section 2.33 of the Plan is hereby deleted in its entirety.
5.
Effective August 2, 2013, all occurrences of the term “UBPS” in the Plan are hereby replaced with the term “JetPay.”
6.
Except as otherwise specifically set forth in this Amendment, the Plan remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the Board has caused
this Amendment No. 1 to the Plan to be adopted and executed as of December 12, 2013.
|
Adopted: |
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|
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JETPAY CORPORATION |
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|
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By: |
/s/ Bipin C. Shah |
|
Name: |
Bipin C. Shah |
|
Title: |
CEO and Chairman of the Board |
EXHIBIT 5.1
OPINION RE LEGALITY
December 9, 2015
JetPay Corporation
1175 Lancaster Avenue
Suite 200
Berwyn, PA 19312 |
|
Re: REGISTRATION STATEMENT ON FORM
S-8
We have acted as counsel to JetPay Corporation, a Delaware corporation
(the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”)
of a Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under
the Securities Act of 1933, as amended (the “Securities Act”), the Company’s issuance of 2,000,000 shares
of its common stock, par value $0.001 per share, issuable under the JetPay Corporation 2013 Stock Incentive Plan, as amended (the
“Incentive Plan”), and the Company’s issuance of up to 300,000 shares of its common stock issuable under
the JetPay Corporation Employee Stock Purchase Plan (the “ESPP” and, together with the Incentive Plan, the “Plans”)
(the “Shares”).
This opinion is being furnished to the Company in connection with
the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter
pertaining to the contents of the Registration Statement other than as expressly stated herein with respect to the Shares.
As your counsel, we have examined such documents and such matters
of fact and law that we have deemed necessary for the purpose of rendering the opinion expressed herein. In our examination,
we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents, and
the conformity to original documents of all documents submitted to us as copies, the legal capacity of natural persons who are
signatories to the documents examined by us, and the legal power and authority of all persons signing on behalf of parties to all
documents.
Subject to the foregoing and the other matters set forth herein,
it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent
and registrar therefor in the name or on behalf of the holders and have been issued by the Company against payment therefor (not
less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants
or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and
exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder
and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action
of the Company, and the Shares will be validly issued, fully paid and non-assessable.
We are members of the Bar of the Commonwealth of Pennsylvania and
the foregoing opinion is limited to the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
|
|
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/s/ DECHERT LLP |
|
EXHIBIT 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference
in this Registration Statement of JetPay Corporation on Form S-8 of our report dated March 25, 2015, with respect to our audits
of the consolidated financial statements of JetPay Corporation as of December 31, 2014 and 2013 and for the years then ended appearing
in the Annual Report on Form 10-K of JetPay Corporation for the year ended December 31, 2014.
/s/ Marcum llp
Marcum llp
New York, NY
December 9, 2015
EXHIBIT
23.3
CONSENT
OF Independent CERTIFIED Public Accounting Firm
We consent to the incorporation by reference
in this Registration Statement of JetPay Corporation on Form S-8 of our report dated August 12, 2014, with respect to the audited
financial statements of ACI Merchant Systems, LLC included in JetPay Corporation’s Current Report on Form 8-K/A dated January
20, 2015 as filed with the Securities and Exchange Commission.
/s/ Wouch Maloney & Co., LLP
Wouch Maloney & Co., LLP
Horsham, PA
December 9, 2015
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