Current Report Filing (8-k)
11 July 2017 - 7:20AM
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):
July 3, 2017
JETPAY CORPORATION
(Exact Name of Registrant as Specified in
Charter)
Delaware
|
001-35170
|
90-0632274
|
(State or Other Jurisdiction
|
(Commission
|
(IRS Employer
|
of Incorporation)
|
File Number)
|
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)
(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))
|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 8.01. Other Events
As
previously disclosed, at the time of the acquisition of JetPay, LLC by JetPay Corporation (the “Company”) in
December 2012, the Company entered into an Amendment, Guarantee, and Waiver Agreement (the “Agreement”), dated
December 28, 2012, by and among the Company, Ten Lords, Ltd. (“Ten Lords”) and JetPay, LLC (n/k/a JetPay Payment
Services, TX, LLC). Under the Agreement, Ten Lords agreed to extend payment of a $6.0 million note remaining outstanding at
the date of acquisition for up to twelve months. The terms of the Agreement required that the Company provide the owners of
Ten Lords and Providence Interactive Capital, LLC (together with Ten Loards, the “Plaintiffs”) with a “true
up” payment meant to put them in the same after-tax economic position as they would have been had the note been paid in
full on December 28, 2012. The Company calculated this true-up payment to be $222,310 and paid such amount in August 2015.
Subsequent to the Company’s payment, the Company received notice on October 5, 2015 that Plaintiffs filed a lawsuit
(the “Lawsuit”) against JetPay, LLC and the Company disputing the true up payment.
Since 2015, the
Company and JetPay, LLC have been defendants in the Lawsuit in the 429
th
Judicial District Court of Collin County,
Texas (the “Court”) styled
Ten Lords, Ltd. and Providence Interactive Capital, LLC
, Cause No.
429-04140-2015. The Lawsuit was tried to the Court on May 2, 2017 and the Court granted a judgment to Plaintiffs in the
amount of $793,000.00 plus attorneys’ fees of $134,074.75, for a total of $927,074.75, which judgment was entered by the Court
on May 15, 2017 (the “Judgment”). On July 3, 2017, the Company, JetPay, LLC and the Plaintiffs
successfully settled the Lawsuit by entering into a Compromise Settlement Agreement and Mutual Release (the “Settlement
Agreement”). Pursuant to the Settlement Agreement, the Company paid to Plaintiffs the sum of $872,500 and the parties
released one another and their respective affiliates from all claims arising out of the matters described in the Lawsuit and
the Judgment.
As part of the Settlement
Agreement, Plaintiffs agreed to take such action as is necessary or appropriate to cause the dismissal of the Lawsuit with prejudice.
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: July 10, 2017
|
|
|
|
|
JETPAY CORPORATION
|
|
|
|
|
|
|
By:
|
/s/ Gregory M. Krzemien
|
|
|
|
Name: Gregory M. Krzemien
|
|
|
|
Title: Chief Financial Officer
|
|
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