Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - JetPay Corp | v398934_ex99-2.htm |
| EX-99.3 - EXHIBIT 99.3 - JetPay Corp | v398934_ex99-3.htm |
| EX-23.1 - EXHIBIT 23.1 - JetPay Corp | v398934_ex23-1.htm |
| EX-99.1 - EXHIBIT 99.1 - JetPay Corp | v398934_ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 7, 2014
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) |
| ¨ | 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)) |
EXPLANATORY NOTE
This Form 8-K/A amends and supplements the Current Report on Form 8-K filed by JetPay Corporation (the “Company”) with the Securities and Exchange Commission on November 12, 2014, to include the financial statements and pro forma financial statements required by Items 9.01(a) and (b).
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired |
The audited financial statements of ACI Merchant Systems, LLC, including the balance sheets as of December 31, 2013 and 2012 and the related statements of income and members’ equity, and cash flows for the years ended December 31, 2013 and 2012 and notes thereto, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
The unaudited financial statements of ACI Merchant Systems, LLC, including the balance sheets as of June 30, 2014 and 2013, and the related statements of income and members’ equity and cash flows for the six-month periods ended June 30, 2014 and 2013 and the notes thereto, are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
| (b) | Pro Forma Financial Information |
The unaudited pro forma combined financial statements of JetPay Corporation, including the balance sheet as of June 30, 2014, and the related unaudited pro forma statements of operations for the six-month period ended June 30, 2014 and the year ended December 31, 2013, and the notes thereto, are attached hereto as Exhibit 99.3 and are incorporated herein by reference.
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 23.1 | Consent of Independent Certified Public Accounting Firm. | |
| 99.1 | The audited financial statements of ACI Merchant Systems, LLC, including the balance sheets as of December 31, 2013 and 2012 and the related statements of income and members’ equity, and cash flows for the years ended December 31, 2013 and 2012 and notes thereto. | |
| 99.2 | The unaudited financial statements of ACI Merchant Systems, LLC, including the balance sheets as of June 30, 2014 and 2013, and the related statements of income and members’ equity and cash flows for the six-month periods ended June 30, 2014 and 2013 and the notes thereto. | |
| 99.3 | The unaudited pro forma combined financial statements of JetPay Corporation, including the balance sheet as of June 30, 2014, and the related unaudited pro forma statements of operations for the six-month period ended June 30, 2014 and the year ended December 31, 2013, and the notes thereto. |
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: January 20, 2015 | |||
| JETPAY CORPORATION | |||
| By: | /s/ Gregory M. Krzemien | ||
| Name: Gregory M. Krzemien | |||
| Title: Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 23.1 | Consent of Independent Certified Public Accounting Firm. | |
| 99.1 | The audited financial statements of ACI Merchant Systems, LLC, including the balance sheets as of December 31, 2013 and 2012 and the related statements of income and members’ equity, and cash flows for the years ended December 31, 2013 and 2012 and notes thereto. | |
| 99.2 | The unaudited financial statements of ACI Merchant Systems, LLC, including the balance sheets as of June 30, 2014 and 2013, and the related statements of income and members’ equity and cash flows for the six-month periods ended June 30, 2014 and 2013 and the notes thereto. | |
| 99.3 | The unaudited pro forma combined financial statements of JetPay Corporation, including the balance sheet as of June 30, 2014, and the related unaudited pro forma statements of operations for the six-month period ended June 30, 2014 and the year ended December 31, 2013, and the notes thereto. |