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 12, 2019
QPAGOS
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
| 000-55648 | 33-1230229 | |
| (Commission File Number) | (IRS Employer Identification No.) |
Paseo
del la Reforma 404 Piso 15 PH
Col. Juarez, Del. Cuauhtemoc
Mexico, D.F. C.P. 06600
(Address of principal executive offices)
+52 (55) 55-110-110
(Registrant’s telephone number, including area code)
(Former Name and Former Address)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12(b) 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
þ 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 12, 2019 QPAGOS (the “Company”) amended its employment agreement with Gaston Pereira, its Chief Executive Officer, Chief Financial Officer and a director, originally entered into on May 1, 2015 (the “Pereira Agreement”) and its employment agreement with Andrey Novikov, its Chief Operating Officer and a director, originally entered into on May 18, 2015 (the “Novikov Agreement” and, together with the Pereira Agreement, the “Employment Agreements”). The Employment Agreements were amended to extend their terms by an additional one-year period, the Pereira Agreement was amended to lower Mr. Pereira’s salary to $180,000 from $240,000 and the Novikov Agreement was amended to lower Mr. Novikov’s salary to $108,000 from $180,000. The changes in salary were effective as of May 1, 2019.
The foregoing description is qualified in its entirety by reference to the Amendment to Employment Agreement by and between the Company and Mr. Pereira and the Amendment to Employment Agreement by and between the Company and Mr. Novikov, which are filed herewith as Exhibit 10.1 and 10.2, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Amendment to Employment Agreement by and between the Company and Gaston Pereira |
| 10.2 | Amendment to Employment Agreement by and between the Company and Andrey Novikov |
1
SIGNATURES
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.
| QPAGOS | |||
| Date: June 17, 2019 | By: | /s/ Gaston Pereira | |
| Name: | Gaston Pereira | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment, dated June 12, 2019 (this “ Amendment ”), to the Employment Agreement, dated May 1, 2015 (the “ Agreement ”), is entered into by and between QPAGOS Corporation (the “ Corporation ”) and Gaston Pereira (the “ Executive ”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
WHEREAS , the parties desire to extend the Employment Term set forth in the Agreement for an additional period of one (1) year.
NOW THEREFORE , in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows:
1. The Employment Term set forth in Section 1 shall hereupon be extended for a period of one (1) year.
2. The last sentence of Section 2 of the Agreement is hereby deleted and replaced with the following:
“During the Employment Term, the Executive shall, if requested by the Board, also serve, without additional compensation, as a member of the Board and in such other executive-level positions or capacities at the Company, its parent company QPAGOS and/or their subsidiaries as may, from time to time, be reasonably requested by the Board.”
3. Section 4 of the Agreement is hereby deleted and replaced with the following:
BASE SALARY. The Company agrees to pay the Executive a base salary (the “Base Salary”) at an annual rate of US$180,000, payable in accordance with the regular payroll practices of the Company. The Executive’s Base Salary shall be subject to review and adjustment from time to time by the Board (or a committee thereof) in its sole discretion, but may not be decreased.
4. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.
5. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.
6. This Amendment is made and shall be construed and performed under the laws of the remaining provisions will nevertheless continue to be valid and enforceable in the State of Delaware without regard to its choice or conflict of law principles.
IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| QPAGOS CORPORATION | ||
| By: | /s/ Andrey Novikov | |
| Name: | Andrey Novikov | |
| Title: | Chief Operating Officer | |
| /s/ Gaston Pereira | ||
| Gaston Pereira | ||
Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment, dated June 12, 2019 (this “ Amendment ”), to the Employment Agreement, dated May 1, 2015 (the “ Agreement ”), is entered into by and between QPAGOS Corporation (the “ Corporation ”) and Andrey Novikov (the “ Executive ”). Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
WHEREAS , the parties desire to extend the Employment Term set forth in the Agreement for an additional period of one (1) year.
NOW THEREFORE , in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows:
1. The Employment Term set forth in Section 1 shall hereupon be extended for a period of one (1) year.
2. The last sentence of Section 2 of the Agreement is hereby deleted and replaced with the following:
“During the Employment Term, the Executive shall, if requested by the Board, also serve, without additional compensation, as a member of the Board and in such other executive-level positions or capacities at the Company, its parent company QPAGOS and/or their subsidiaries as may, from time to time, be reasonably requested by the Board.”
3. Section 4 of the Agreement is hereby deleted and replaced with the following:
BASE SALARY . The Company agrees to pay the Executive a base salary (the “ Base Salary ”) at an annual rate of US$108,000, payable in accordance with the regular payroll practices of the Company. The Executive’s Base Salary shall be subject to review and adjustment from time to time by the Board (or a committee thereof) in its sole discretion, but may not be decreased.
4. All other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.
5. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.
6. This Amendment is made and shall be construed and performed under the laws of the remaining provisions will nevertheless continue to be valid and enforceable in the State of Delaware without regard to its choice or conflict of law principles.
IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| QPAGOS CORPORATION | ||
| By: | /s/ Gaston Pereira | |
| Name: | Gaston Pereira | |
| Title: | Chief Executive Officer | |
| /s/ Andrey Novikov | ||
| Andrey Novikov | ||