Attached files
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| EX-99.1 - PRESS RELEASE - Paybox Corp. | pbox_ex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 3,
2017
PAYBOX CORP
(Exact Name of Registrant as Specified in Charter)
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Delaware
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0-20660
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11-2895590
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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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500 East Broward Boulevard
Suite 1550
Fort Lauderdale, Florida
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33394
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area
code: (954) 510-3750
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 3.03
Material Modifications to Rights of Security Holders.
At a
special meeting of shareholders of Paybox Corp, a Delaware
corporation (the “Company”), held on Wednesday, May 3,
2017, the Company’s shareholders approved a 1-for-200 reverse
stock split (the “Reverse Stock Split”).
Thereafter,
the Company effectuated the Reverse Stock Split by filing a
certificate of amendment to the Company’s Certificate of
Incorporation with the Secretary of State of the State of Delaware
(the “Certificate of Amendment”).
In the
Reverse Stock Split, every 200 shares of common stock, $0.0001 par
value per share, of the Company, which were issued and outstanding
immediately prior to the Reverse Stock Split, have been combined
into one issued and outstanding share of the Company’s common
stock. No fractional shares are being issued in connection with the
Reverse Stock Split. Shareholders who otherwise would be entitled
to receive a fractional share of the Company’s common stock
as a result of the Reverse Stock Split will receive a cash payment
of $0.40 per pre-Reverse Stock Split share in lieu of receiving a
fractional post-Reverse Stock Split share. The Company’s
transfer agent, Manhattan Transfer Registrar Company, will act as
exchange agent for the Reverse Stock Split (the “Exchange
Agent”). No payment will be made to holders entitled to
receive post-Reverse Stock Split shares. As promptly as
practicable, the Exchange Agent will send shareholders of record
holding certificates representing pre-Reverse Stock Split shares
with a letter of transmittal and instructions for the exchange of
their stock certificates for certificates representing post-Reverse
Stock Split shares or for receiving a cash payment, as appropriate.
Registered shareholders owning shares electronically in book-entry
form and shareholders owning shares through a bank, broker or other
securities nominee (subject to the applicable procedures of their
securities nominee) will have their positions automatically
adjusted to reflect the Reverse Stock Split, and will not be
required to take any action in connection with the Reverse Stock
Split.
As a
result of the Reverse Stock Split, the Company has fewer than 500
record holders of its common stock, and the Company's common stock
has become eligible for termination of registration under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The Company intends to promptly file a Form 15 with
the Securities and Exchange Commission (the “SEC”) to
terminate the common stock’s registration under Section 12(g)
of the Exchange Act. Upon filing of the Form 15, the
Company’s obligation to file certain reports with the SEC,
including Forms 10-K, 10-Q and 8-K, will be immediately suspended.
The Company expects that the deregistration of its common stock
will become effective 90 days after the date of filing of the Form
15 with the SEC. A copy of the press release announcing the
deregistration is included as Exhibit 99.1 to this
report.
For a
more detailed discussion of the Reverse Stock Split, please see the
definitive Proxy Statement of the Company, filed on April 11, 2017
with the SEC.
Item 5.03
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The
information set forth in Item 3.03 of this Current Report on Form
8-K is incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The
information set forth in Item 3.03 of this Current Report on Form
8-K is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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3.1
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Certificate of Amendment, filed May 3, 2017, to effect a 1-for-200
reverse stock split effective on May 3, 2017.
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Press Release of Paybox Corp dated May 3, 2017, furnished
herewith.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Paybox
Corp has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PAYBOX CORP
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| Dated: May 3, 2017 |
By:
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/s/
Matthew
E. Oakes
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Matthew E. Oakes |
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Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Certificate of Amendment, filed May 3, 2017, to effect a 1-for-200
reverse stock split effective on May 3, 2017.
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Press Release of Paybox Corp dated May 3, 2017, furnished
herewith.
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