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~~July 198, 2018

VERIFONE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-32465

04-3692546

(State or Other Jurisdiction

of Incorporation or Organization)

Commission

File Number:

(IRS Employer

Identification No.)

88 West Plumeria Drive

San Jose, CA 95134

(Address of principal executive offices, including zip code)

408-232-7800

(Registrant’s telephone number, including area code)

N/A

(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))

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).

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. ☐

Item 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~June~~July 199, 2018, VeriFone Systems, Inc. (the “Company”) ~~held~~announced athat ~~special~~Paul ~~meeting~~Galant ofhas ~~stockholders~~decided ~~(the~~to ~~“Special~~step ~~Meeting”).~~down Atas ~~the~~Chief Executive ~~close of business on May 17~~Officer, ~~2018,~~effective at the ~~record~~close ~~date~~ of the ~~Special~~previously ~~Meeting,~~announced ~~there~~transaction ~~were~~with ~~110,739,583~~Francisco ~~shares~~Partners ~~of common stock, par value $0.01 per share of common stock, of~~ (the ~~Company (~~“~~Common Stock~~Transaction”)~~, issued and outstanding~~. ~~88,022,856 shares of Common Stock, representing 79.49% of the total shares of Common Stock issued and outstanding, were represented in person or by proxy at the Special Meeting.~~

AtOn ~~the~~July 8, ~~Special Meeting~~2018, ~~holders~~Mr. Galant ofentered ~~Common~~into ~~Stock~~a ~~voted~~letter ~~upon:~~agreement (1) the ~~proposal~~“Agreement”) togoverning ~~adopt~~his ~~the~~continuing role with ~~Agreement~~the ~~and~~Company ~~Plan~~following the completion of ~~Merger,~~the ~~dated~~Transaction. Mr. Galant will serve as ofVice ~~April 9,~~Chairman ~~2018~~of (the ~~“Merger~~Company ~~Agreement”),~~and bySenior ~~and~~Advisor ~~among~~to ~~the~~Francisco ~~Company,~~Partners ~~Vertex~~for ~~Holdco~~a ~~LLC~~term ~~and~~of ~~Vertex~~one ~~Merger~~year. ~~Sub~~In ~~LLC~~consideration ~~(the~~of ~~“Merger~~his ~~Proposal”);~~services, ~~(2)~~Mr. Galant ~~the~~will ~~proposal~~be entitled to ~~approve,~~a bybase ~~non-binding,~~salary ~~advisory~~and ~~vote~~bonus during the term of the Agreement, ~~certain~~as ~~compensation~~well ~~arrangements~~as ~~for~~substantially the ~~Company’s~~same ~~named~~or ~~executive~~similar ~~officers~~benefits inas ~~connection~~those ~~with~~received immediately prior to the ~~merger~~completion of ~~Vertex~~the ~~Merger~~Transaction. ~~Sub~~In ~~LLC~~the ~~with~~event ~~and~~Mr. Galant ~~into~~accepts ~~the~~full ~~Company~~time employment as a ~~contemplated~~senior-level byexecutive, ~~the Merger~~other ~~Agreement~~than (with the ~~“Merger”,~~Company ~~and~~during the ~~proposal~~one-year term, the ~~“Compensation~~Agreement ~~Proposal”);~~will automatically terminate and ~~(3)~~Mr. ~~the~~Galant ~~proposal~~will tobe ~~adjourn~~deemed ~~the~~to ~~Special~~have ~~Meeting,~~voluntarily ifresigned ~~necessary~~from orhis ~~appropriate,~~employment. The ~~including~~Agreement ifalso ~~there~~extends ~~are~~certain ~~not~~non-competition, ~~holders~~confidentiality, ofnon-disparagement aand ~~sufficient~~non-solicitation ~~number~~provisions ofapplicable ~~shares~~to ofMr. Galant ~~Common~~under ~~Stock~~his ~~present~~current oremployment ~~represented~~agreement. byNotwithstanding ~~proxy~~his atcontinuing role following completion of the ~~Special~~Transaction, ~~Meeting~~Mr. Galant towill ~~constitute~~become aentitled ~~quorum~~to (the change-in-control ~~“Adjournment~~benefits ~~Proposal”).~~under ~~Each~~his ~~proposal~~current ~~was~~employment ~~approved~~agreement byat the ~~requisite~~completion ~~vote~~ of the ~~Company’s~~Transaction, ~~stockholders.~~including ~~The~~a ~~final~~cash ~~voting results~~severance ~~for~~payment ~~each~~and vesting of ~~the~~outstanding ~~proposals~~and unvested ~~voted~~equity ~~upon~~or atequity-based ~~the~~awards ~~Special Meeting,~~ as ~~certified~~described byin the ~~Inspector~~Company’s ofProxy ~~Elections,~~Statement ~~are~~dated ~~set~~May 21, ~~forth below~~2018. The ~~proposals~~description ~~are~~of ~~described~~the inAgreement ~~further~~is ~~detail~~qualified in ~~the~~its ~~definitive~~entirety, ~~proxy~~and ~~statement~~should ~~for~~be read together with the ~~Special~~Agreement, ~~Meeting~~which will be filed ~~with~~as an exhibit to the ~~Securities~~Company’s ~~and~~next ~~Exchange~~Quarterly ~~Commission~~Report on ~~May 21,~~Form ~~2018~~10-Q.

~~Proposal~~Item ~~1: The Company’s stockholders approved the Merger Proposal~~8. ~~The table below sets forth the voting results~~01. Other Events

Shares For		Shares Against		Shares Abstaining		Broker Non-Votes
87,927,452		61,220		34,184		N/A

Francisco Partners also announced that, following the completion of the Transaction, Mike Pulli will serve as the Chief Executive Officer of the Company. Completion of the Transaction remains subject to regulatory approval and other customary closing conditions. The Transaction is expected to close in the third quarter of 2018 as previously announced.

~~Proposal~~On 2:July 9, ~~The~~2018, the Company and Francisco Partners issued a joint press release announcing the Company’s ~~stockholders~~executive ~~approved~~leadership upon the ~~Compensation~~consummation ~~Proposal~~of the Merger. The ~~table~~joint ~~below~~press ~~sets forth~~release ~~the~~is ~~voting~~attached ~~results~~hereto as Exhibit 99.1 and is incorporated herein by reference.

Shares For		Shares Against		Shares Abstaining		Broker Non-Votes
82,989,323		4,584,609		448,922		N/A

Proposal 3: The Company’s stockholders approved the Adjournment Proposal. The table below sets forth the voting results.

Shares For		Shares Against		Shares Abstaining		Broker Non-Votes
82,525,329		5,368,645		128,880		N/A

Pursuant to the terms of the Merger Agreement, the completion of the Merger remains subject to the satisfaction or waiver of certain customary closing conditions, including receipt of the stockholder approval provided at the Special Meeting. The completion of the Merger remains subject to certain other customary closing conditions, including, among others, obtaining requisite regulatory approvals from the applicable regulatory authority in a number of jurisdictions. As of the date of this report, the Company continues to expect to complete the Merger in the third calendar quarter of 2018.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs and on currently available competitive, financial and economic data and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to changes in economic, business, competitive, technological, and/or regulatory factors, and other risks and uncertainties affecting the operation of the business of the Company, including many factors beyond the Company’s control. These risks and uncertainties include, but are not limited to, those associated with the parties’ ability to meet expectations regarding the timing and completion of the Merger, the occurrence of any event, change or other circumstance that would give rise to the termination of the Merger Agreement, the failure to satisfy each of the conditions to the consummation of the Merger, including but not limited to, the risk that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger on acceptable terms, or at all, the disruption of management’s attention from ongoing business operations due to the Merger, the effect of the announcement of the Merger on the Company’s relationships with its customers, suppliers, operating results and business generally, the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company’s common stock, the outcome of any legal proceedings related to the Merger, employee retention as a result of the Merger, and risks and uncertainties affecting the operations of the Company’s business, included in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K and its quarterly reports on Form 10-Q.

failure to satisfy each of the conditions to the consummation of the Merger, including but not limited to, the risk that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger on acceptable terms, or at all, the disruption of management’s attention from ongoing business operations due to the Merger, the effect of the announcement of the Merger on the Company’s relationships with its customers, suppliers, operating results and business generally, the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company’s common stock, the outcome of any legal proceedings related to the Merger, employee retention as a result of the Merger, and risks and uncertainties affecting the operations of the Company’s business, included in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K and its quarterly reports on Form 10-Q.

The forward-looking statements speak only as of the date such statements are made. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by law.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description of Exhibit

99.1		Press Release, dated July 9, 2018, titled “Verifone and Francisco Partners Announce New Leadership Upon Closing”

SIGNATURES

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.

	VERIFONE SYSTEMS, INC.
Date: June 19, 2018	By:	/s/ Vikram Varma
Date: July 9, 2018	By:	/s/ Vikram Varma
	Name:	Vikram Varma
	Title:	General Counsel and Secretary

Filing Compare · VERIFONE SYSTEMS, INC.