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):
April 11, 2016
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.)
|
|
|
|
|
|
|
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)
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)
|
|
|
x
|
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
|
Consent to Amendment of Promissory Notes
On April 11, 2016, JetPay Corporation (“JetPay”
or the “Company”) entered into Consent to Amendment of Promissory Note letter agreements with each of Bipin C. Shah,
the Company’s Chief Executive Officer, Jonathan Lubert, a Director of the Company, and Flexpoint Fund II, L.P. (“Fund
II”), an investor in the Company which has two of its principals on the Company’s Board of Directors, to extend
until July 31, 2016 the maturity dates of certain Unsecured Promissory Notes dated January 15, 2016 in the principal amounts of
$400,000, $500,000, and $1,050,000, respectively (the “Promissory Notes”). Please refer to the Current Report on Form
8-K filed on January 22, 2016 for further details on the Promissory Notes. The Promissory Notes originally carried a maturity date
of the earlier of April 14, 2016 or the occurrence of an event of a default that is not properly cured or waived.
In addition to extending the maturity dates, the Consent to
Amendment of Promissory Note letter agreements require the payment of all accrued and unpaid interest on the original Promissory
Notes, as well as any unpaid commitment fees.
The foregoing description of the Consent to Amendment of Promissory
Note letter agreements does not purport to be complete and is qualified in its entirety by reference to the Consent to Amendment
of Promissory Note letter agreements attached hereto as Exhibit 10.1, 10.2 and 10.3 and incorporated by reference herein.
|
Item 2.03.
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
The disclosure set forth in Item 1.01 under the heading “Consent
to Amendment of Promissory Notes” is incorporated by reference herein.
Additional Information
This communication is being made in respect of the previously disclosed Transaction involving JetPay and CollectorSolutions,
Inc. (“CSI”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.
JetPay will file a proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) in connection
with the proposed Transaction, which will be sent to the JetPay stockholders. Stockholders are advised to read the proxy statement
when it becomes available because it will contain important information about JetPay, CSI and the proposed Transaction. JetPay
may also file other documents with the SEC regarding the proposed Transaction with CSI. When filed, these documents and other
documents relating to the proposed Transaction can be obtained free of charge from the SEC’s website at
www.sec.gov.
These documents also can be obtained free of charge by accessing JetPay’s website at
http://www.jetpay.com/corp-investor-relations.php.
Alternatively, these documents, when available, can be obtained free of charge from JetPay upon written request to:
JetPay Corporation, Attn: Investor Relations, 1175 Lancaster Avenue, Suite 200, Berwyn, Pennsylvania 19312.
JetPay and CSI and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from the JetPay stockholders in connection with the proposed Transaction. Information about these participants may be found in
the definitive proxy statement of JetPay relating to its 2015 Annual Meeting of Stockholders filed with the SEC on July 2, 2015.
The definitive proxy statement (when it becomes available) can be obtained free of charge from the sources indicated above. Additional
information regarding the interests of such participants will be included in the proxy statement and other relevant documents regarding
the proposed Transaction filed with the SEC when they become available, copies of which may also be obtained free of charge from
the sources indicated above.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(c) Exhibits.
|
Exhibit No.
|
Description
|
|
|
|
|
10.1
|
Consent to Amendment of Promissory Note dated April 11, 2016, made by JetPay Corporation in favor of Bipin C. Shah.
|
|
|
|
|
10.2
|
Consent to Amendment of Promissory Note dated April 11, 2016, made by JetPay Corporation in favor of Jonathan Lubert.
|
|
|
|
|
10.3
|
Consent to Amendment of Promissory Note dated April 11, 2016, made by JetPay Corporation in favor of Flexpoint Fund II, L.P.
|
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: April 12, 2016
|
|
|
|
|
|
JETPAY CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gregory M. Krzemien
|
|
|
|
|
Name: Gregory M. Krzemien
|
|
|
|
|
Title: Chief Financial Officer
|
|
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
|
|
|
|
|
|
10.1
|
Consent to Amendment of Promissory Note dated April 11, 2016, made by JetPay Corporation in favor of Bipin C. Shah.
|
|
|
|
|
10.2
|
Consent to Amendment of Promissory Note dated April 11, 2016, made by JetPay Corporation in favor of
Jonathan Lubert.
|
|
|
|
|
10.3
|
Consent to Amendment of Promissory Note dated April 11, 2016, made by JetPay Corporation in favor of Flexpoint Fund II, L.P.
|
.
Exhibit 10.1
April 8, 2016
Mr. Bipin C. Shah
JetPay Corporation
1175 Lancaster Avenue, Suite 200
Berwyn, PA 19312
Re: Consent to Amendment of Promissory Note
Dear Bipin,
Reference is hereby made to that certain Promissory Note of
JetPay Corporation (the “Company”) payable to the order of Bipin C. Shah (the “Note”), dated January 15,
2016. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Note. The Company
and Mr. Shah now desire to amend the Note in accordance with the provisions of Section 6 of the Note.
In consideration of the premises and mutual promises and covenants
herein contained and intending to be legally bound, the Company and Mr. Shah hereby agree as follows:
1.
Amendment of Section 2(a)
. The second sentence
of Section 2(a) of the Note is hereby amended by deleting such sentence in its entirety and replacing it with the following: “This
Note shall mature at the earlier to occur of the following (the "
Maturity Date
"): (i) July 31, 2016 and (ii) an
Event of Default (as defined in
Section 3
) which has not been duly cured or waived.”
2.
Interest Payment
. On the date hereof, the Company
shall pay to Mr. Shah in cash an amount equal to the $20,000 commitment fee plus all accrued and unpaid interest on the Note through
the date hereof.
3.
Effect of Amendment
. All other provisions of the
Note remain unchanged and in full force and effect.
[Signatures on following page]
|
|
1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 | 484-324-7980 | www.JetPay.com
|
|
Please note your acceptance of the above by signing below as
indicated.
Very truly yours,
JETPAY CORPORATION
By:
/s/ Peter B. Davidson
Name:
Peter B. Davidson
Title:
Vice
Chairman and Secretary
Acknowledged and agreed as of this
11
th
day
of April, 2016:
/s/ Bipin C. Shah
Name: Bipin C. Shah
|
|
1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 | 484-324-7980 | www.JetPay.com
|
|
Exhibit 10.2
April 8, 2016
Mr. Jon Lubert
JL Squared Group, LLC
2929 Arch Street, 13
th
Floor
Philadelphia, PA 19104
Re: Consent to Amendment of Promissory Note
Dear Jon,
Reference is hereby made to that certain Promissory Note of
JetPay Corporation (the “Company”) payable to the order of Jonathan Lubert (the “Note”), dated January
15, 2016. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Note. The
Company and Mr. Lubert now desire to amend the Note in accordance with the provisions of Section 6 of the Note.
In consideration of the premises and mutual promises and covenants
herein contained and intending to be legally bound, the Company and Mr. Lubert hereby agree as follows:
1.
Amendment of Section 2(a)
. The second sentence
of Section 2(a) of the Note is hereby amended by deleting such sentence in its entirety and replacing it with the following: “This
Note shall mature at the earlier to occur of the following (the "
Maturity Date
"): (i) July 31, 2016 and (ii) an
Event of Default (as defined in
Section 3
) which has not been duly cured or waived.”
2.
Interest Payment
.
On the date hereof, the Company shall pay to Mr. Lubert in cash
an amount equal to the $25,000 commitment fee plus
all accrued and unpaid interest on the Note through the date hereof.
3.
Effect of Amendment
. All other provisions of the
Note remain unchanged and in full force and effect.
[Signatures on following page]
|
|
1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 | 484-324-7980 | www.JetPay.com
|
|
Please note your acceptance of the above by signing below as
indicated.
Very truly yours,
JETPAY CORPORATION
By:
/s/ Peter B. Davidson
Name:
Peter B. Davidson
Title:
Vice-Chairman
and Secretary
Acknowledged and agreed as of this
11
th
day
of April, 2016:
/s/ Jonathan M. Lubert
Name:
Jonathan M. Lubert
|
|
1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 | 484-324-7980 | www.JetPay.com
|
|
Exhibit 10.3
April 8, 2016
Flexpoint Fund II, L.P.
c/o Flexpoint Ford, LLC
676 N. Michigan Avenue, Suite 3300
Chicago, IL 60611
Attn: Donald J. Edwards and Steven M. Michienzi
Re:
Consent to Amendment of Promissory Note
Messrs. Edwards and Michienzi:
Reference is hereby made to that certain Promissory Note of
JetPay Corporation (the “Company”) payable to the order of Flexpoint Fund II, L.P. (“Flexpoint”) (the “Note”),
dated January 15, 2016. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in
the Note. The Company and Flexpoint now desire to amend the Note in accordance with the provisions of Section 6 of the Note.
In consideration of the premises and mutual promises and covenants
herein contained and intending to be legally bound, the Company and Flexpoint hereby agree as follows:
1.
Amendment of Section 2(a)
. The second sentence
of Section 2(a) of the Note is hereby amended by deleting such sentence in its entirety and replacing it with the following: “This
Note shall mature at the earlier to occur of the following (the "
Maturity Date
"): (i) July 31, 2016 and (ii) an
Event of Default (as defined in
Section 3
) which has not been duly cured or waived.”
2.
Interest Payment
. On the date hereof, the Company
shall pay to Flexpoint in cash an amount equal to $50,000 in respect of the principal of the Note, plus all accrued and unpaid
interest on the Note through the date hereof.
3.
Effect of Amendment
. All other provisions of the
Note remain unchanged and in full force and effect.
[Signatures on following page]
|
|
1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 | 484-324-7980 | www.JetPay.com
|
|
Please note your acceptance of the above by signing below as
indicated.
Very truly yours,
JETPAY CORPORATION
By
: /s/ Peter B. Davidson
Name:
Peter B. Davidson
Title:
Vice Chairman
and Secretar
y
Acknowledged and agreed as of this
11
th
day
of April, 2016:
FLEXPOINT FUND II, L.P.
By: Flexpoint Management II, L.P.
Its: General Partner
By: Flexpoint Ultimate Management II, LLC
Its: General Partner
By:
/s/ Donald J. Edwards
Name:
Donald J. Edwards
|
|
1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 | 484-324-7980 | www.JetPay.com
|
|