Current Report Filing (8-k)
January 17 2017 - 3:47PM
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):
January 11, 2017
JETPAY CORPORATION
(Exact Name of Registrant as Specified in
Charter)
Delaware
|
|
001-35170
|
|
90-0632274
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
|
|
3939 West Drive, Center Valley, PA 18034
(Address of Principal Executive Offices)
(Zip Code)
(610) 797-9500
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(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):
|
¨
|
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
|
Item 1.02. Termination of a Material Definitive Agreement
On January 11, 2017, JetPay Corporation (“JetPay”
or the “Company”) repaid the $5 million promissory note (the “Note”) held by Merrick Bank Corporation as
part of the Merrick Settlement and Release Agreement (defined below) previously disclosed in the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on July 29, 2016 (the “July Form 8-K”). The timely pay
off of the Note satisfied the Company’s obligations to Merrick Bank Corporation under that certain settlement and release
agreement, dated July 26, 2016, by and among Merrick Bank Corporation, the Company and the other parties thereto (the “Merrick
Settlement and Release Agreement”) regarding certain civil actions involving the Company in the Federal District Court for
the District of Utah. As a result, each of the Stipulated and Confessed Judgments executed by the Company in connection with the
Settlement and Release Agreement and described in the July Form 8-K are void, unenforceable and of no effect.
As also described in the July Form 8-K, JetPay has available
up to 2.2 million shares of JetPay common stock currently held by a former owner of JetPay, LLC, one of the companies acquired
by JetPay in December 2012, as indemnification against JetPay’s obligations under the Note.
Item 7.01. Regulation FD Disclosure
On January 17, 2017, the Company issued a press release announcing
the Satisfaction of Obligations under the Settlement and Release Agreement with Merrick Bank Corporation. A copy of the press release
is attached to this report as Exhibit 99.1.
The information in this Item 7.01 (including Exhibit 99.1) is
being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number
|
|
Description
|
|
|
|
99.1
|
|
Press Release dated January 17, 2017.
|
|
|
|
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: January 17, 2017
|
|
|
|
|
JETPAY CORPORATION
|
|
|
|
|
|
|
By:
|
/s/ Gregory M. Krzemien
|
|
|
|
Name: Gregory M. Krzemien
|
|
|
|
Title: Chief Financial Officer
|
|
Exhibit Index
Exhibit
Number
|
|
|
|
|
|
99.1
|
|
Press Release dated January 17, 2017.
|
|
|
|
JetPay Corporation (NASDAQ:JTPY)
Historical Stock Chart
From Jun 2024 to Jul 2024
JetPay Corporation (NASDAQ:JTPY)
Historical Stock Chart
From Jul 2023 to Jul 2024
Real-Time news about Jetpay Corp. (delisted) (NASDAQ): 0 recent articles
More Jetpay Corp News Articles