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~~Securities ofExchange ~~Report~~Act ~~(Date~~ of 1934 ~~earliest event reported): May 19, 2011~~

Hypercom Corporation
(Exact name of registrant as specified in its charter)
Delaware	001-13521	86-0828608
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
8888 East Raintree Drive Suite 300 Scottsdale, Arizona		85260
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: 480-642-5000
Not applicable
(Former name or former address, if changed since last report.)

Date of Report (Date of earliest event reported): August 4, 2011

HYPERCOM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-13521

86-0828608

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

8888 East Raintree Drive

Suite 300

Scottsdale, Arizona 85260

(Address of principal executive offices with zip code)

480-642-5000

(Registrant’s telephone number, including area code)

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:

[¨ ] 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))

~~Top~~Item 1.02 Termination of ~~the~~a ~~Form~~Material Definitive Agreement.

~~Item~~In 1connection with the Merger described in item 2.0201 of this Current Report on Form 8-K, on August 4, 2011, Hypercom Corporation (“Hypercom”) terminated its Loan and Security Agreement, dated January 15, 2008, as amended (the “Loan Agreement”), among certain lenders, Bank of America, N. ~~Termination~~A., as agent for such lenders, Hypercom U.S.A., Inc., and Hypercom Manufacturing Resources, Inc. In connection with such termination, Hypercom repaid all outstanding loans, interest and expenses accrued under the Loan Agreement through the date of atermination, ~~Material~~and ~~Definitive~~all liens on assets of the borrowers under the Loan Agreement were terminated and released.

~~Hypercom~~Also ~~Corporation~~in ~~(“Hypercom”)~~connection ~~previously~~with ~~announced~~the ~~that~~Merger, iton ~~had~~August 4, ~~entered~~2011, ~~into~~Hypercom anterminated ~~Agreement~~its ~~and~~Credit ~~Plan of Merger~~Agreement, dated ~~November 17~~February 13, ~~2010~~2008 (~~as it may be amended from time to time,~~ the “~~Merger~~Credit Agreement”), ~~with~~between ~~VeriFone~~Hypercom ~~Systems, Inc., a Delaware corporation (“VeriFone”),~~ and ~~Honey~~Francisco ~~Acquisition~~Partners CoII, ~~Inc~~L.P., a Delaware ~~corporation~~limited ~~and~~partnership ~~a direct wholly-owned subsidiary of VeriFone~~ (“~~Merger Sub~~FP”), ~~under~~as ~~which~~administrative ~~Hypercom~~agent ~~will~~and bethe ~~merged~~sole ~~with~~lender ~~and~~thereunder. ~~into~~In ~~Merger~~connection ~~Sub~~with ~~(the~~such ~~“Merger”)~~termination, ~~with~~ Hypercom ~~continuing~~repaid ~~after~~all outstanding ~~the~~loans ~~Merger as the surviving corporation~~ and ~~wholly-owned~~interest ~~subsidiary~~accrued ofunder ~~VeriFone. The~~the ~~Merger~~Credit ~~was~~Agreement ~~approved~~through bythe ~~Hypercom’s~~date ~~stockholders~~of ~~on February 24, 2011~~termination.

InItem ~~connection with the proposed Merger, on April 1, 2011, Hypercom entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”), with VeriFone and Ingenico S~~2.~~A.,~~01 aCompletion ~~société anonyme organized under the laws~~ of ~~France~~Acquisition (“Ingenico”). The description of the Purchase Agreement in the Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 4, 2011, is incorporated by reference herein. Pursuant to the Purchase Agreement, Hypercom would have sold to Ingenico, or ~~one~~Disposition ~~or more~~ of ~~its subsidiaries, certain assets and liabilities of Hypercom’s U~~Assets.~~S. payment terminal business, including the equity interests in Hypercom’s subsidiary, Netset Americas Centro Servicio, S. de R.L. de C.V.~~

On ~~May 19~~August 4, 2011, inpursuant ~~accordance~~to ~~with~~ the ~~terms~~Agreement and Plan of Merger, dated November 17, 2010 (the ~~Purchase~~“Merger Agreement”), ~~Hypercom,~~among VeriFone ~~and~~Systems, ~~Ingenico~~Inc. ~~executed~~(“VeriFone”), aHypercom, ~~written~~and Honey ~~agreement~~Acquisition ~~terminating~~Co., ~~the~~a ~~Purchase~~Delaware ~~Agreement. The~~corporation ~~Merger~~and ~~Agreement~~wholly ~~remains~~owned insubsidiary ~~full~~of ~~force~~VeriFone ~~and~~(“Merger ~~effect and~~Sub”), ~~assuming~~Merger aSub ~~successful~~merged ~~resolution~~with ofand ~~all~~into ~~closing~~Hypercom ~~conditions,~~with Hypercom ~~believes~~continuing ~~that~~as the ~~Merger~~surviving ~~will~~entity beand ~~completed~~wholly inowned ~~the~~subsidiary ~~second half~~ of ~~2011.~~VeriFone (the “Merger”).

~~Item~~At 8the effective time and as a result of the Merger, each share of common stock, par value $0.01001 per share (the “Hypercom Common Stock”), of Hypercom issued and outstanding (other than shares of Hypercom Common Stock that are owned by VeriFone or Hypercom or any direct or indirect wholly-owned subsidiary of Hypercom and in each case not held on behalf of third parties) was converted into and became exchangeable for 0. ~~Other~~23 ~~Events~~shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of VeriFone (the “VeriFone Common Stock”).

~~Also~~In ~~on May 19~~addition, ~~2011,~~options ~~VeriFone~~to ~~and~~acquire Hypercom ~~entered~~Common ~~into~~Stock, anrestricted ~~agreement~~stock ~~with~~unit ~~the~~awards ~~United~~and ~~States~~other ~~Department~~equity-based ofawards ~~Justice~~denominated toin ~~suspend~~shares of ~~the~~Hypercom ~~litigation~~Common ~~filed~~Stock ~~against~~outstanding ~~the~~immediately ~~parties~~prior byto the ~~Department~~consummation of ~~Justice~~the onMerger ~~May~~were ~~12,~~converted ~~2011~~into options, inrestricted ~~order~~stock tounit ~~explore~~awards, ~~various~~or ~~options~~other ~~for~~equity-based ~~the~~awards, ~~planned~~as ~~divestiture~~the ofcase ~~Hypercom’s~~may ~~U.S. business~~be, ~~including~~denominated ~~the~~in ~~possibility~~shares of aVeriFone ~~divestiture~~Common toStock based anon ~~alternative~~the ~~buyer.~~Exchange ~~Ingenico~~Ratio, ~~has~~at ~~requested~~an ~~that~~exercise price per share (in the ~~Department~~case of ~~Justice~~options) ~~move~~equal to ~~remove~~the ~~Ingenico~~exercise asprice aof ~~defendant~~the inoption ~~the~~immediately ~~litigation~~prior ~~against~~to ~~VeriFone~~the ~~and~~effective ~~Hypercom~~time ~~and~~of ~~expects~~the ~~such~~Merger ~~removal~~divided toby ~~occur~~the ~~shortly~~Exchange Ratio.

~~Safe~~The ~~Harbor~~foregoing ~~Statement~~description ~~under~~of the ~~Private~~Merger ~~Securities~~Agreement ~~Litigation~~is ~~Reform~~not ~~Act~~complete ofand ~~1995~~is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto.

~~This~~Item Current Report on Form 8-K contains forward-looking statements of Hypercom within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended3.01 InNotice ~~passing the Private Securities Litigation Reform Act~~ of ~~1995,~~Delisting asor ~~amended~~Failure ~~(the “Reform Act”), Congress encouraged public companies~~ to ~~make~~Satisfy ~~“forward-looking statements” by creating~~ a ~~safe~~Continued ~~harbor~~Listing toRule ~~protect~~or ~~companies~~Standard; ~~from~~Transfer ~~securities~~of ~~law liability in connection with such forward-looking statements~~Listing. ~~We intend to qualify both our written and oral forward-looking statements for protection under the Reform Act and any other similar safe harbor provisions.~~

~~“Forward-looking~~In ~~statements”~~connection ~~include~~with ~~expressed~~the ~~expectations~~closing of ~~future events and~~ the ~~assumptions~~Merger, onHypercom ~~which~~notified the ~~expressed~~New ~~expectations~~York ~~are~~Stock ~~based.~~Exchange ~~The~~(the ~~words~~ “~~believe,~~NYSE”) “expect,” “anticipate,” “intend,” “forecast,” “estimate,” “project,” “will” and similar expressions identify forward-looking statements. Such statements may include, but are not limited to, the severity and duration of the ~~current~~consummation ~~economic and financial conditions; the state~~ of the ~~electronic~~Merger ~~payments industry~~ and ~~competition~~requested ~~within~~that ~~the~~trading ~~industry;~~in ~~projections~~Hypercom ~~regarding~~Common ~~specific~~Stock ~~demand~~be ~~for~~suspended ~~our~~prior ~~products~~to ~~and services;~~ the ~~level~~commencement of ~~demand~~trading ~~and~~on ~~performance of the major industries we serve~~August 5, ~~including but not limited to the banking sector; the commercial feasibility and acceptance of new products~~2011, ~~services~~ and ~~market development initiatives; our ability to successfully penetrate the vertical and geographic markets~~ that weHypercom ~~have~~Common ~~targeted;~~Stock ~~our~~be ~~ability~~withdrawn tofrom ~~improve~~listing our cost structure, including reducing our product and operating costs; our ability to develop more recurring revenue streams; our ability to successfully manage our contract manufacturers and our joint development manufacturing model, including the impact on inventories; our ability to allocate research and development resources to new product and service offerings; our ability to increase market share and our competitive strength; our future financial performance and financial condition; the ~~adequacy~~NYSE ofas ~~our current facilities and management systems infrastructure to meet our operational needs; the status~~ of ~~our relationship with and condition of third parties upon whom we rely in~~ the ~~conduct~~opening of ~~our~~ business; ~~the sufficiency of reserves for assets and obligations exposed to revaluation; our ability to successfully expand our business and increase revenue; our ability to manage expenses~~on August 5, ~~maintain or grow our revenue, and other risks associated with our company being merged with and into VeriFone Systems, Inc~~2011. asHypercom ~~contemplated~~has byalso arequested ~~definitive~~that ~~merger agreement between~~ the ~~two~~NYSE ~~companies;~~file our ability to integrate and obtain expected results and benefits from future acquisitions; our ability to effectively manage our exposure to foreign currency exchange rate fluctuations; our ability to sustain our current income tax structure; the impact of current and future litigation matters on our business; our ability to fund our projected liquidity needs and pay down outstanding debt obligations from cash flow from operations and our current cash reserves; our ability to remain compliant with ~~and provide transaction security as required by relevant industry standards and government regulations; and future access to capital on terms that are acceptable, as well as assumptions related to~~ the ~~foregoing.~~Securities ~~All forward-looking statements are inherently uncertain as they are based on various expectations~~ and ~~assumptions~~Exchange ~~concerning~~Commission ~~future~~a ~~events~~Notification ~~and are subject to numerous unquantifiable risks and uncertainties, some~~ of ~~which~~Removal ~~are unknown, that could cause actual events or results to differ materially~~ from ~~those~~Listing ~~projected. Due to such risks~~ and ~~uncertainties, you should not place undue reliance on our written~~ /or ~~oral~~Registration ~~forward-looking statements. We are~~ under noSection 12(b) ~~obligation,~~of ~~nor~~the doSecurities weExchange ~~intend,~~Act toof ~~update or revise such forward-looking statements to reflect future developments~~1934, ~~changed~~as ~~assumptions~~amended, on ~~the~~Form ~~occurrence~~25 ~~of unanticipated events, or changes~~ to ~~future~~delist ~~operating~~and ~~results~~deregister ~~over~~Hypercom ~~time~~Common Stock.

~~For~~Item additional information regarding risks that may cause our actual results to differ materially from any forward-looking statements, see the “Risk Factors” section of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2010, as well as our subsequent reports on Form 8-K, as may be amended from time to time, which identify events and important risk factors that could cause actual results to differ materially from those contained in our forward-looking statements3.03 ~~Except~~Material asModification ~~required by law, Hypercom disclaims any obligation~~ to ~~update~~Rights ~~any such forward-looking statements or to publicly announce the results~~ of ~~any~~Security ~~revisions to any of the forward-looking statements contained herein to reflect future events or developments~~Holders.

~~Top~~As a result of the Merger, each share of Hypercom Common Stock was converted into and became exchangeable for 0.23 shares of VeriFone Common Stock. Following the completion of the Merger, Hypercom Common Stock, which traded under the symbol “HYC”, ceased to be listed on the NYSE. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

~~SIGNATURES~~Item 5.01 Changes in Control of Registrant.

Pursuant to the ~~requirements~~terms of the ~~Securities~~Merger ~~Exchange~~Agreement, ~~Act~~at the effective time of ~~1934~~the Merger, ~~the~~Hypercom ~~registrant~~became ~~has~~a ~~duly~~wholly-owned ~~caused~~subsidiary ~~this~~of ~~report~~VeriFone toand, beaccordingly, ~~signed~~a onchange ~~its~~in ~~behalf~~control byof ~~the~~Hypercom ~~undersigned~~occurred. ~~hereunto~~The information ~~duly~~set ~~authorized~~forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

May 19, 2011	Hypercom Corporation
	By: /s/ Douglas J. Reich
	Name: Douglas J. Reich
	Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of the Merger, on August 4, 2011, each of the eight directors of Hypercom (Norman Stout, Daniel Diethelm, Johann Dreyer, Keith Geeslin, Thomas Ludwig, Ian Marsh, Phillip Riese and Philippe Tartavull) ceased to be directors of Hypercom and the directors of the Merger Sub, consisting of Albert Liu and Robert Dykes, became directors of Hypercom.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Merger, on August 4, 2011, the certificate of incorporation of Hypercom was amended and restated in its entirety in accordance with the terms of the Merger Agreement, and the bylaws of the Merger Sub became the bylaws of Hypercom. A copy of the amended and restated certificate of incorporation and bylaws of Hypercom are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this Report on Form 8-K:



2.1		Agreement and Plan of Merger, dated as of November 17, 2010, among Hypercom, VeriFone, and Honey Acquisition Co. (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K; a copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request) (incorporated by reference to Exhibit 2.1 of Form 8-K (File No. 001-13521) filed on November 19, 2010).

3.1		Amended and Restated Certificate of Incorporation of Hypercom Corporation

3.2		Amended and Restated Bylaws of Hypercom Corporation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	HYPERCOM CORPORATION

Date: August 5, 2011	By:	/s/ Albert Liu Name: Albert Liu Title: Senior Vice President and Secretary

EXHIBIT INDEX


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of November 17, 2010, among Hypercom, VeriFone, and Honey Acquisition Co. (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K; a copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request) (incorporated by reference to Exhibit 2.1 of Form 8-K (File No. 001-13521) filed on November 19, 2010).

3.1		Amended and Restated Certificate of Incorporation of Hypercom Corporation

3.2		Amended and Restated Bylaws of Hypercom Corporation

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