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): June 4, 2013
UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION 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.) |
| 1175 Lancaster Avenue, Suite 100 | 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):
| ¨ | 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 1.01. Entry into a Material Definitive Agreement
On June 7, 2013, Universal Business Payment Solutions Acquisition Corporation (“UBPS” or the “Company”) issued Unsecured Promissory Notes to UBPS Services, LLC, an entity controlled by Bipin C. Shah, the Chief Executive Officer of UBPS, and Trent Voigt, Chief Executive Officer of JetPay, LLC (“JetPay”), its wholly owned subsidiary, in the amounts of $60,000.00 and $491,693.23, respectively. Amounts outstanding under the notes will accrue interest at a rate of 4% per annum. The notes mature on July 31, 2014. These Notes were issued to evidence borrowings from the two individuals in order to cover short-term cash requirements made necessary as a result of the withholding of JetPay’s residual processing payments by Merrick Bank (“Merrick”). Merrick withheld these funds as collateral against any potential losses due to Direct Air. The Direct Air issue and related risks were most recently described in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
The foregoing descriptions of the Unsecured Promissory Notes and their related transactions do not purport to be complete and are qualified in their entireties by reference to the Unsecured Promissory Notes attached hereto as Exhibits 10.1 and 10.2, respectively and incorporated by reference herein.
Item 2.03. Creation a Direct Financial Obligation
The description from Item 1.01 above is incorporated herein by reference.
Item 8.01. Other Events
On May 31, 2013, UBPS successfully transferred the sponsorship business that was at Merrick Bank to Wells Fargo Bank, which is expected to prevent further withholdings. However, there can be no assurance that legal or other actions by Merrick will not further negatively impact the Company’s cash position. Additionally, in relation to the transfer to Wells Fargo Bank, the Company was required to establish a collateral reserve in the form of a Letter of Credit or a cash deposit. Mr. Voigt utilized personal assets as security against an irrevocable Letter of Credit for $1.9 million to act as a reserve at Wells Fargo Bank against potential future losses by JetPay’s merchants.
During the course of the transfer to Wells Fargo Bank, Merrick took several actions which negatively impacted the JetPay merchants covered by the former sponsorship arrangement. These actions included delaying payment to the merchants and deducting funds from amounts due such merchants in JetPay’s name, notwithstanding that JetPay had already invoiced and deducted monthly payments for services provided to these merchants in the normal course of JetPay’s business. On June 4, 2013, the Company filed suit against Merrick in the State of Utah requesting immediate credit to the merchants impacted and that Merrick refrain from any further activity regarding JetPay’s merchants. There can be no assurances that such legal action will be successful, and even if successful there can be no assurance that the Company will not suffer damage in its relationship with these merchants and their future business and revenues.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
|
10.1
|
Unsecured Promissory Note, dated June 7, 2013, made by the Company in favor of UBPS Services, LLC
|
|
| 10.2 |
Unsecured Promissory Note, dated June 7, 2013, made by the Company in favor of Trent Voigt
|
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: June 7, 2013
| UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION | ||
| By: | /s/ Gregory M. Krzemien | |
|
Name: Gregory M. Krzemien
Title: Chief Financial Officer |
||
Exhibit Index
| Exhibit Number | Description | |
|
10.1
|
Unsecured Promissory Note, dated June 7, 2013, made by the Company in favor of UBPS Services, LLC
|
|
| 10.2 |
Unsecured Promissory Note, dated June 7, 2013, made by the Company in favor of Trent Voigt
|
PROMISSORY NOTE
| $60,000.00 | As of June 7, 2013 |
| Berwyn, Pennsylvania |
FOR VALUE RECEIVED, Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (“Maker”), promises to pay to the order of UBPS Services, LLC, a Delaware limited liability company (“Payee”), the principal sum of Sixty Thousand Dollars and no Cents ($60,000.00) in lawful money of the United States of America, on the terms and conditions described below.
1. Principal . The principal balance of this Note shall be repayable on July 31, 2014.
2. Interest . Interest shall accrue at a 4% annualized rate using a 365 day year on any unpaid principal balance and be payable at maturity or repayment of this Note.
3. Application of Payments . All payments shall be applied first to payment in full of any reasonable costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the reduction of the unpaid principal balance of this Note.
4. Events of Default . The following shall constitute Events of Default:
(a) Failure to Make Required Payments . Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.
(b) Voluntary Bankruptcy, Etc . The commencement by Maker of a voluntary case under Title 11, United States Bankruptcy Code of 1978, as now constituted or hereafter amended (“the Federal Bankruptcy Code”), or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc . The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
5. Remedies . (a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
6. Waivers . Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest and notice of protest with regard to the Note and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
7. Unconditional Liability . Maker hereby waives all notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors or sureties may become parties hereto without notice to them or affecting their liability hereunder.
8. Assignment . Maker shall not assign its rights or delegate its obligations hereunder without the prior written consent of Payee. Payee may freely assign its rights or delegate its obligations without any consent whatsoever of Maker.
9. Notices . Any notice, request, demand, waiver, consent, approval or other communication that is required or permitted to be given to either party hereunder shall be in writing and shall be deemed given only if delivered to such party personally (including by recognized overnight courier), or sent to such party by facsimile transmission (promptly followed by a hard-copy delivered in accordance with this Section 9), or by registered or certified mail (return receipt requested), with postage and registration or certification fees thereon prepaid, addressed to the party at its address set forth below:
If to Maker:
Universal Business Payment Solutions Acquisition Corporation
1175 Lancaster Avenue, Suite 100
Berwyn, PA 19312
ATTN: Bipin Shah, Chief Executive Officer
If to Payee:
UBPS Services, LLC
1175 Lancaster Avenue, Suite 100
Berwyn, PA 19312
ATTN: Bipin Shah, Member
or to such other address as either party may have specified in a notice duly given to the other party as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered, telegraphed or mailed.
10. Construction . This Note shall be governed by, and construed in accordance with, the laws of the State of New York. This Note qualifies as an instrument for the payment of money only, under Section 3213 of the Civil Practice Law and Rules of the State of New York.
11. Severability . Any provision contained in this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed as of the day and year first above written.
UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
By: /s/ Bipin C. Shah
Name: Bipin C. Shah
Title: Chief Executive Officer
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PROMISSORY NOTE
| $491,693.23 | As of June 7, 2013 |
| Berwyn, Pennsylvania |
FOR VALUE RECEIVED, Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation (“Maker”), promises to pay to Trent Voigt (“Payee”), the principal sum of Four Hundred Ninety One Thousand, Six Hundred and Ninety Three Dollars and Twenty-Three Cents ($491,693.23) in lawful money of the United States of America, on the terms and conditions described below.
1. Principal . The principal balance of this Note shall be repayable on July 31, 2014.
2. Interest . Interest shall accrue at a 4% annualized rate using a 365 day year on any unpaid principal balance and be payable at maturity or repayment of this Note.
3. Application of Payments . All payments shall be applied first to payment in full of any reasonable costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the reduction of the unpaid principal balance of this Note.
4. Events of Default . The following shall constitute Events of Default:
(a) Failure to Make Required Payments . Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.
(b) Voluntary Bankruptcy, Etc . The commencement by Maker of a voluntary case under Title 11, United States Bankruptcy Code of 1978, as now constituted or hereafter amended (“the Federal Bankruptcy Code”), or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc . The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
5. Remedies . (a) Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
6. Waivers . Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest and notice of protest with regard to the Note and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
7. Unconditional Liability . Maker hereby waives all notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors or sureties may become parties hereto without notice to them or affecting their liability hereunder.
8. Assignment . Maker shall not assign its rights or delegate its obligations hereunder without the prior written consent of Payee. Payee may freely assign its rights or delegate its obligations without any consent whatsoever of Maker.
9. Notices . Any notice, request, demand, waiver, consent, approval or other communication that is required or permitted to be given to either party hereunder shall be in writing and shall be deemed given only if delivered to such party personally (including by recognized overnight courier), or sent to such party by facsimile transmission (promptly followed by a hard-copy delivered in accordance with this Section 9), or by registered or certified mail (return receipt requested), with postage and registration or certification fees thereon prepaid, addressed to the party at its address set forth below:
If to Maker:
Universal Business Payment Solutions Acquisition Corporation
1175 Lancaster Avenue, Suite 100
Berwyn, PA 19312
ATTN: Bipin Shah, Chief Executive Officer
If to Payee:
Trent Voigt
2233 Wolf Rd.
Van Alstyne, TX 75495
or to such other address as either party may have specified in a notice duly given to the other party as provided herein. Such notice, request, demand, waiver, consent, approval or other communication will be deemed to have been given as of the date so delivered, telegraphed or mailed.
10. Construction . This Note shall be governed by, and construed in accordance with, the laws of the State of New York. This Note qualifies as an instrument for the payment of money only, under Section 3213 of the Civil Practice Law and Rules of the State of New York.
11. Severability . Any provision contained in this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed as of the day and year first above written.
UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
By: /s/ Bipin C. Shah
Name: Bipin C. Shah
Title: Chief Executive Officer
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