Attached files
file | filename |
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EX-99.2 - EXHIBIT 99.2 - nFinanSe Inc. | exhibit_99-2.htm |
EX-99.1 - EXHIBIT 99.1 - nFinanSe Inc. | exhibit_99-1.htm |
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):
|
February
23, 2010
|
NFINANSE
INC.
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||
(Exact
name of registrant specified in its charter)
|
||
Nevada
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000-33389
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65-1071956
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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3923
Coconut Palm Drive, Suite 107,
Tampa,
Florida
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33619
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(Address
of principal executive offices)
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(Zip
Code)
|
Registrant’s
telephone, including area code:
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(813)
367-4400
|
Not
applicable.
|
|
(Former
name and 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 January 4, 2010, the Board of
Directors (the “Board”) of nFinanSe Inc. (the “Company”) approved the re-pricing
(the “Re-Pricing Proposal”) of certain stock options held by certain officers to
$0.50 per share. The Re-Pricing Proposal will not be effective until
approval is obtained from the Company’s stockholders. The Company
intends to include the Re-Pricing Proposal in its proxy statement for the
Company’s next annual meeting.
Bruce E. Terker and Donald A. Harris
are members of the Board. Certain provisions contained in warrants to
purchase common stock held by each of Mr. Terker and Mr. Harris (the “Warrants”)
would preclude their ability to exercise the Warrants and vote the underlying
shares of common stock in favor of the Re-Pricing Proposal, which proposal they
approved as members of the Board.
As such, Mr. Terker and Mr. Harris each
requested that the non-interested members of the Board approve amendments to the
Warrants in order to (i) remove the provisions that restrict Mr. Terker from
exercising the Warrants when, upon exercise, his beneficial ownership would
exceed 9.99% of the then outstanding common stock of the Company (the “Blocker
Provision”), and (ii) remove the provision in certain of the Warrants which
prevent exercising such Warrants until the first anniversary of the issuance
date (the “One Year Provision”).
The Board noted that the Blocker
Provision was incorporated into the Warrants at Mr. Terker’s
request. The Board concluded that it was in the best interest of the
Company to remove the Blocker Provision upon his request.
Regarding the One Year Provision, the
Board noted that provision was included in the Warrants to restrict immediate
exercise of the Warrant and sale of the underlying common stock. As
such, the Board approved the removal of the One Year Provision with the
condition that the common stock received upon exercise would not be sold until
the earlier of the first anniversary of the warrant issuance date or upon a
Merger, a Sale of Assets, or a Change of Control (as such terms are defined in
the Warrants).
The Amendments to eliminate the Blocker
Provision and the One Year Provision were executed by each of Mr. Terker (and
his affiliates including Argosy Capital Group III LP, Ballyshannon Family
Partnership LP, Ballyshannon Partners LP, Odyssey Capital Group LP, Bruce E.
Terker, Bruce Terker IRA and Cynthia Terker), Mr. Harris (and his affiliates
including 5 Star Partnership and Donald A. Harris) and the Company on February
23, 2010. The form of the Amendments are attached hereto as Exhibits
99.1 and 99.2 and are incorporated by reference into this Item
1.01.
-2-
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
|
Description
|
99.1*
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Form
of Amendment No. 3 to Warrants (as executed by Mr. Terker (and his
affiliates including Argosy Capital Group III LP, Ballyshannon Family
Partnership LP, Ballyshannon Partners LP, Odyssey Capital Group LP, Bruce
E. Terker, Bruce Terker IRA and Cynthia Terker))
|
99.2*
|
Form
of Amendment No. 3 to Warrants (as executed by Mr. Harris (and his
affiliates including 5 Star Partnership and Donald A.
Harris))
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* Note:
The Forms of Amendment No. 3 to Warrants executed by Mr. Terker, Mr. Harris and
their respective affiliates only materially differed from one another to the
extent that the underlying Warrants being amended required removal of the
Blocker Provision, the One Year Provision or both.
-3-
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.
NFINANSE
INC.
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|||
Date:
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March 1, 2010
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By:
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/s/ JERRY R.
WELCH
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Name: Jerry
R. Welch
Title: Chief
Executive Officer
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-4-
EXHIBIT
INDEX
Exhibit Number
|
Description
|
99.1*
|
Form
of Amendment No. 3 to Warrants (as executed by Mr. Terker (and his
affiliates including Argosy Capital Group III LP, Ballyshannon Family
Partnership LP, Ballyshannon Partners LP, Odyssey Capital Group LP, Bruce
E. Terker, Bruce Terker IRA and Cynthia Terker))
|
99.2*
|
Form
of Amendment No. 3 to Warrants (as executed by Mr. Harris (and his
affiliates including 5 Star Partnership and Donald A.
Harris))
|
* Note:
The Forms of Amendment No. 3 to Warrants executed by Mr. Terker, Mr. Harris and
their respective affiliates only materially differed from one another to the
extent that the underlying Warrants being amended required removal of the
Blocker Provision, the One Year Provision or both.
-5-