Current Report Filing (8-k)
May 20 2016 - 5:28PM
Edgar (US Regulatory)
‘
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 20, 2016
JETPAY CORPORATION
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-35170
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90-0632274
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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1175 Lancaster Avenue, Suite 200
Berwyn, PA 19312
(Address of Principal Executive Offices)
(Zip Code)
(484) 324-7980
(Registrant’s Telephone Number, Including
Area Code)
(Former Name or Former
Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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Item 5.07
Submission of Matters to
a Vote of Security Holders
.
On May 20, 2016, JetPay
Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”).
At the Special Meeting,
the Company’s stockholders approved (i) the issuance (the “Issuance”) to the current shareholders of CollectorSolutions,
Inc. (“CSI”) of up to 3,250,000 shares of the Company’s common stock, par value $0.001 per share, and warrants
to purchase up to an additional 500,000 shares of Common Stock in connection with the Company’s proposed acquisition of CSI
pursuant to that Agreement and Plan of Merger, dated February 22, 2016, by and among the Company, CSI Acquisition Sub One, LLC,
a wholly owned subsidiary of the Company, CSI Acquisition Sub Two, LLC, a wholly owned subsidiary of CSI Acquisition Sub One, LLC,
the Company and Gene M. Valentino, as representative of the shareholders of CSI (the “Issuance Proposal”) and (ii)
if necessary, an adjournment of the Special Meeting, including for the purpose of soliciting additional proxies, if there are not
sufficient votes in favor of the issuance (the “Adjournment Proposal”).
The transactions contemplated by the Merger Agreement, including the Issuance, remain subject to a number of closing conditions
as set forth in the Merger Agreement.
The voting results
were as follows:
Proposals
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Votes For (1)
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Votes
Withheld Or
Against
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Abstentions
and Broker
Non-Votes
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Issuance of Stock
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19,708,850
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8,918
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3,530,870
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Adjournment Proposal
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16,037,477
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3,680,291
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3,530,870
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(1) Includes the vote of 91,333 shares
of Series A Convertible Preferred Stock, par value $0.001 per share, of the Company, which collectively have the voting power of
8,838,677 shares of Common Stock.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: May 20, 2016
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JETPAY CORPORATION
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By:
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/s/ Gregory M. Krzemien
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Name:
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Gregory M. Krzemien
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Title:
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Chief Financial Officer
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