UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

the Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): July ~~May 15~~23, 2013

HARLAND CLARKE HOLDINGS CORP.

(Exact ~~Name~~name of ~~Company~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware (State or Other Jurisdiction of Incorporation) 333-133253 (Commission File Number) 84-1696500 (IRS Employer Identification No.)



Delaware	333-133253	84-1696500
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

10931 Laureate Drive, San Antonio, Texas		78249
(Address of principal executive offices)		(Zip code)

~~10931 Laureate Drive, San Antonio, Texas 78249~~ (~~address of principal executive offices) (Zip Code) (~~210) 697-8888 ~~(Company’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)~~

~~Check~~(Registrant's ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:~~code)

¨Not ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~Applicable

¨(Former ~~Soliciting~~Name ~~material~~or ~~pursuant~~Former toAddress, ~~Rule~~if ~~14a-12~~Changed ~~under~~Since ~~the~~Last ~~Exchange Act (17 CFR 240.14a-12~~Report)

¨Check ~~Pre~~the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.14d-2(b))~~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))

Item 1.01 Entry into a Material Definitive Agreement.

On ~~May~~July 1523, 2013, ~~in connection with the offering of $50.0 million aggregate principal amount of 9.750% Senior Secured Notes due 2018 (the “Additional Notes”) by~~ Harland Clarke Holdings Corp. (the ~~“Issuer”~~"Company"), ~~and~~an ~~Harland~~indirect, ~~Clarke~~wholly ~~Corp.,~~owned ~~Harland~~subsidiary ~~Financial~~of ~~Solutions,~~MacAndrews & Forbes Holdings Inc., ~~Scantron~~entered ~~Corporation~~into ~~and~~a ~~Checks~~Stock inPurchase ~~the~~Agreement ~~Mail, Inc.~~ (~~together,~~ the ~~“Co-Issuers”)~~"Stock ~~pursuant~~Purchase toAgreement") anwith ~~indenture~~Davis + Henderson ~~dated~~Corporation as("D+H"), ofSpoke ~~July 24~~Acquisition, ~~2012~~Inc. ~~and~~("Acquirer ~~supplemented~~I"), onD+H ~~February~~Ltd. 20("Acquirer II", ~~2013~~collectively ~~(as~~with soAcquirer ~~supplemented~~I, the ~~“Indenture”~~"Buyer"), ~~under which the Issuer~~ and ~~the~~MacAndrews ~~Co-Issuers~~& ~~previously~~Forbes ~~issued~~Holdings ~~$235~~Inc.0 ~~million aggregate principal amount of 9~~("MFH").~~750%~~ ~~Senior~~Pursuant ~~Secured~~to ~~Notes due 2018 (~~the ~~“Original~~terms ~~Notes”,~~of ~~and together with~~ the ~~Additional~~Stock ~~Notes,~~Purchase ~~the “Notes”)~~Agreement, the ~~Issuer,~~Buyer ~~the~~agreed ~~Co-Issuers~~to ~~and~~acquire ~~certain~~all of the ~~Issuer’s~~outstanding ~~domestic~~shares ~~subsidiaries~~of ~~that~~capital ~~guarantee~~stock ~~the~~of ~~Notes~~each ~~(the~~of ~~“Guarantors”)~~Harland ~~entered~~Financial ~~into~~Solutions, aInc., ~~Purchase~~Harland ~~Agreement~~Financial ~~(the~~Solutions ~~“Purchase~~Worldwide ~~Agreement”),~~Limited ~~among~~and ~~the~~Harland ~~Issuers,~~Israel ~~the~~Ltd. ~~Co-Issuers~~(collectively, ~~the~~"HFS") ~~Guarantors~~from ~~and~~ the ~~initial~~Company ~~purchaser named therein~~ (the ~~“Initial Purchaser”~~"Transaction")~~. The~~ ~~Additional~~for ~~Notes~~a ~~will~~purchase ~~trade~~price asof aUS$1.2 ~~single~~billion, ~~series~~which ~~with~~amount ~~the~~is ~~Original~~subject ~~Notes~~to ~~and~~both ~~will~~a bepre-closing ~~treated~~and ~~substantially~~post-closing ~~the~~adjustment ~~same~~for asworking ~~the~~capital ~~Original~~in ~~Notes~~accordance ~~under~~with the ~~Indenture. The~~terms ~~Additional Notes were offered~~ and ~~sold~~conditions toof ~~qualified~~the ~~institutional~~Stock ~~buyers~~Purchase ~~pursuant~~Agreement. toHFS ~~Rule~~is ~~144A~~a ~~under~~leading ~~the~~United ~~Securities~~States-based ~~Act~~provider of ~~1933,~~comprehensive ~~and~~software tosolutions ~~persons~~and ~~outside~~services ofto ~~the~~financial ~~United~~institutions, ~~States~~including incommercial ~~compliance~~banks ~~with~~and ~~Regulation~~credit Sunions ~~under~~ (the ~~Securities~~"HFS ~~Act~~Business").

The ~~Purchase~~Transaction ~~Agreement~~is ~~contains~~subject ~~representations~~to ~~and~~customary ~~warranties~~closing conditions, ~~covenants~~including ~~and~~the ~~conditions~~absence ~~precedent~~of ~~that~~a ~~are~~legal ~~customary~~impediment ~~for~~to ~~transactions~~the Transaction and the expiration or termination of ~~this~~applicable ~~type.~~waiting Inperiods under the ~~Purchase~~Hart-Scott-Rodino ~~Agreement~~Antitrust Improvements Act of 1976, as amended (the ~~Issuer,~~"HSR Condition"). The obligations of the ~~Co-Issuers~~Company and Buyer to close the ~~Guarantors~~Transaction ~~have~~are ~~agreed~~also subject to, ~~indemnify~~among others, (a) the ~~Initial~~accuracy ~~Purchasers~~of ~~against~~representations ~~liabilities~~and ~~arising~~warranties ~~from~~of the ~~transactions~~other ~~under~~party ~~such~~as set forth in the Stock Purchase Agreement (in each case subject to material adverse effect qualifications), ~~including~~(b) ~~liabilities~~the ~~arising~~other party having performed in all material respects its obligations under the ~~federal~~Stock ~~securities~~Purchase ~~laws~~Agreement and (c) in the case of the Buyer's obligations to close, HFS not having suffered a material adverse effect and all third party debt of HFS having been released. The Transaction is not subject to a financing condition.

OnThe ~~May~~Stock ~~20,~~Purchase ~~2013,~~Agreement includes representations and warranties customary for an arm's length acquisition agreement. The Stock Purchase Agreement contains customary covenants of the ~~Issuer~~Company and ~~Co-Issuers~~the ~~successfully~~Buyer, ~~completed~~including ~~their~~with ~~offering~~respect to the conduct of ~~$50.0~~the ~~million~~HFS ~~aggregate~~Business ~~principal~~during ~~amount~~the interim period between the execution of ~~Additional~~the ~~Notes~~Stock atPurchase anAgreement ~~offering~~and ~~price~~the earlier to occur of ~~109.00%~~the ~~plus~~closing ~~accrued~~of the Transaction and ~~unpaid~~the ~~interest~~termination ~~from~~of ~~February~~the 1,Stock ~~2013~~Purchase Agreement.

~~Issuance~~The Stock Purchase Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of ~~9.750%~~the ~~Senior~~parties; ~~Secured~~(b) ~~Notes~~by ~~due~~either ~~2018~~of the parties, if any governmental authority has issued a final and non-appealable order, decree or ruling prohibiting the Transaction; (c) by the Company, if there has been a breach by the Buyer of any representation or warranty or any covenant or agreement contained in the Stock Purchase Agreement that would result in a failure of a closing condition and which breach cannot be cured or has not been cured (to the extent necessary to avoid a failure of such condition) within fifteen (15) days after the giving of written notice to the Buyer; (d) by the Buyer, if there has been a breach by the Company of any representation or warranty or any covenant or agreement contained in the Stock Purchase Agreement that would result in a failure of a closing condition and which breach cannot be cured or has not been cured (to the extent necessary to avoid a failure of such condition) within fifteen (15) days after the giving of written notice to the Company; or (e) by either the Company or the Buyer, if the Closing does not occur by the close of business on September 30, 2013, which date may be extended by either such party to February 28, 2014 if the HSR Condition remains unsatisfied as of three business days prior to September 30, 2013.

~~General~~The Stock Purchase Agreement contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties, covenants and obligations, and certain other designated matters. D+H agreed to guarantee the performance of the Buyer, and guaranteed that the Buyer will fully, completely and timely pay and perform all its obligations and assume all its liabilities under the Stock Purchase Agreement.

The ~~Notes~~Stock ~~were~~Purchase ~~issued~~Agreement ~~pursuant~~provides tothat, ~~the~~at ~~Indenture and~~ the ~~Guarantors~~Closing, ~~have guaranteed (~~the ~~“Guarantees”)~~Company, the ~~Issuer’s~~Buyer and ~~Co-Issuers’~~D+H ~~obligations~~will ~~under~~enter ~~the~~into ~~Notes~~an ~~and~~ancillary ~~the~~agreement ~~Indenture~~providing onfor acertain ~~senior~~transitional ~~secured~~services basis. The Notes and the Guarantees are secured by security interests in substantially all of the assets of the Issuer and Guarantors that rank equally with the security interests securing the Issuer’s senior secured credit facilities, subject to ~~certain exceptions and permitted liens, including liens (which rank higher in priority than those securing~~ the ~~Notes,~~Buyer ~~the~~following ~~guarantees and~~ the ~~senior~~Closing ~~secured credit facilities)~~ on ~~the~~terms ~~current~~customary ~~asset~~for ~~collateral~~a transaction of ~~the~~this ~~Issuer and Guarantors which secure the ABL Facility (as defined in the Indenture)~~type.

The ~~Notes~~representations ~~are~~and ~~not~~warranties ~~subject~~set toforth ~~registration~~in ~~rights,~~the Stock Purchase Agreement have been made only for the purposes of such agreement and were solely for the ~~Indenture~~benefit ~~will~~of ~~not~~the parties to the Stock Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified ~~under~~by confidential disclosures, may have been made for the ~~Trust~~purposes ~~Indenture~~of ~~Act~~allocating contractual risk between the parties to the Stock Purchase Agreement instead of ~~1939~~establishing (these matters as facts, and may be subject to standards of materiality applicable to the ~~“TIA”)~~contracting parties that differ from those applicable to investors. ~~Therefore~~ Accordingly, the ~~provisions~~Stock Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the ~~TIA~~Stock ~~will~~Purchase Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses, and should be ~~incorporated~~read ~~into~~in conjunction with the ~~Indenture~~disclosures in the Company's periodic reports and other filings with the Securities and Exchange Commission.

~~Maturity~~The ~~Date~~Transaction ~~and~~is ~~Interest~~a ~~Rate~~taxable transaction. Under the terms of the Company’s debt agreements, the Company may utilize the net proceeds from any asset sale to acquire additional assets, or to prepay secured debt within certain specified deadlines. The Company is required to use any net proceeds remaining after such deadlines to make an offer to prepay the Company’s debt. In accordance with these debt agreement provisions, the Company is currently actively exploring potential reinvestment opportunities with the net after-tax proceeds of the Transaction.

~~The~~A ~~Notes~~copy ~~will~~of ~~mature~~the onStock ~~August~~Purchase 1,Agreement ~~2018.~~is ~~The~~attached ~~Issuer~~as ~~will~~Exhibit ~~pay interest on the Notes at 9~~2.~~750%~~1 ~~per~~to ~~annum,~~this ~~semiannually~~Current toReport ~~holders~~on ofForm ~~record~~8-K atand ~~the~~is ~~close~~incorporated ofin ~~business~~this onItem ~~February~~ 1.01 orby ~~August~~reference. 1The ~~immediately~~foregoing ~~preceding~~description of the ~~interest~~Stock ~~payment~~Purchase ~~date~~Agreement ondoes ~~January~~not 15purport ~~and~~to ~~July~~be 15complete ofand ~~each~~is ~~year. Payment~~qualified onin ~~the~~its ~~Additional~~entirety ~~Notes~~by ~~will~~reference ~~commence~~to onthe ~~August~~Stock 1,Purchase ~~2013~~Agreement.

~~Ranking~~Item ~~and~~7.01 Regulation ~~Collateral~~FD Disclosure

~~The~~On ~~Notes~~July ~~and~~24, ~~the~~2013, ~~Guarantees~~D+H ~~are~~provided ~~secured~~certain onfinancial ainformation ~~first-priority~~it ~~basis,~~obtained ~~subject~~from tothe ~~certain~~Company ~~exceptions~~regarding ~~and~~HFS, ~~permitted~~including ~~liens.~~(i) ~~The~~HFS' ~~Indenture~~audited ~~and~~combined ~~related~~financial ~~documents~~statements ~~provide~~for ~~that~~ the ~~Issuer,~~year ~~the~~ended ~~Co-Issuers~~December ~~and~~31, ~~the~~2012 ~~Guarantors~~and ~~may~~(ii) ~~incur~~HFS' ~~additional~~unaudited ~~indebtedness~~combined ~~which~~financial ~~may~~statements ~~share~~for in(x) the ~~collateral~~year onended aDecember ~~senior~~31, ~~junior~~2011 orand ~~pari~~(y) ~~passu~~the ~~basis~~three ~~with~~months ~~the~~ended ~~Notes~~March 31, 2013 and March 31, 2012 (collectively, the ~~Guarantees~~"Financial Statements"), ~~subject~~in a prospectus provided to certain ~~limitations~~prospective investors of D+H in connection with its financing in respect of the Transaction.

The ~~Notes~~information ~~and~~contained in this Item 7.01, including the ~~Guarantees~~information ~~rank~~set asforth ~~follows:~~in ~~(i)~~the ~~effectively~~Financial ~~junior~~Statements filed as Exhibit 99.1 to, ~~all~~and ofincorporated ~~the~~in, ~~Issuer’s~~this Current Report, is being "furnished" and shall not be deemed "filed" for the ~~Guarantors’~~purposes ~~obligations~~of ~~under~~Section 18 of the ~~ABL~~Exchange ~~Facility~~Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the ~~extent~~liabilities of that Section. The information in Exhibit 99.1 furnished pursuant to this Item 7.01 shall not be incorporated by reference into any registration statement or other documents pursuant to the ~~value~~Securities Act of ~~the~~1933, ~~current~~as ~~asset~~amended, ~~collateral~~or ~~securing~~into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

ABL Facility; (ii) pari passu both effectively and in right of payment with all of the Issuer’s and the Guarantors’ obligations under the Issuer’s senior secured credit facilities, which are secured equally and ratably by the collateral with the Issuer’s and the Guarantors’ obligations under the Notes; (iii) effectively senior to all of the Issuer’s and the Guarantors’ future debt that is secured by junior liens, to the extent of the value of the collateral securing the Notes and the guarantees; (iv) pari passu in right of payment with all of the Issuer’s existing and future senior indebtedness and the Guarantors’ existing and future unsecured senior indebtedness and effectively senior to any of the Issuer’s and the Guarantors’ future unsecured indebtedness to the extent of the value of the collateral securing the Notes and the guarantees; (v) senior in right of payment to any of the Issuer’s existing and future subordinated indebtedness and any of the Guarantors’ future subordinated indebtedness; and (vi) structurally subordinated to any existing and future indebtedness and other liabilities of any of the Issuer’s existing and future non-guarantor subsidiaries.

Optional Redemption

The Issuer may redeem some or all of the Notes before August 1, 2015 at a redemption price of 100% of the principal amount plus accrued and unpaid interest and additional interest, if any, to the redemption date, plus a make-whole premium.

On or after August 1, 2015, the Issuer may, in one or more instances, redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 1 of the years indicated below:

Year		Percentage
2015		104.875%
2016		102.438%
2017 and thereafter		100.000%

On or prior to August 1, 2015 the Issuer may redeem up to 35% of the aggregate principal amount of Notes with the net cash proceeds of one or more equity offerings at certain specified redemption prices at a certain equity clawback premium.

Redemption at the Option of the Holders

Beginning with the fiscal year of the Issuer ending December 31, 2013, if the Issuer’s secured leverage ratio exceeds certain levels, the Issuer will be required to offer to purchase an amount of the Notes equal to the greater of (1) $15.0 million and (2) 50% of its excess cash flow for the applicable period, less any voluntary prepayments of Notes or credit facility indebtedness and certain mandatory prepayments made during the applicable period and subject to certain other exceptions, at a purchase price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest and additional interest. Upon the occurrence of a change of control or if the Issuer sells certain assets, the Issuer may be required to make an offer to purchase the notes at certain specified prices.

Certain Covenants

The Indenture contains various customary covenants that, among other things, limit the Issuer’s, the Co-Issuers’ and the Guarantors’ ability to (i) incur or guarantee additional indebtedness or issue preferred stock; (ii) grant liens on assets; (iii) pay dividends or make distributions to stockholders; (iv) repurchase or redeem capital stock or subordinated indebtedness; (v) make investments or acquisitions; (vi) enter into sale/leaseback transactions; (vii) incur restrictions on the ability of the Issuer’s subsidiaries to pay dividends or to make other payments to the Issuer; (viii) enter into transactions with the Issuer’s affiliates; (ix) merge or consolidate with other companies or transfer all or substantially all assets; and (x) transfer or sell assets. These covenants are subject to important exceptions and qualifications. The Indenture also contains affirmative covenants and events of default that are customary for indentures governing high-yield debt securities.

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01 Other Events

OnA ~~May~~press ~~20,~~release ~~2013,~~announcing ~~the~~entry ~~Issuer~~into ~~issued~~the aStock ~~notice~~Purchase ofAgreement ~~redemption~~was ~~that~~issued itby ~~intends to redeem $50.0 million aggregate principal amount of its 9.50% Senior Fixed Rate Notes due 2015 (~~the ~~“Redemption~~Company ~~Notes”)~~ on ~~June~~July 1923, 2013, ~~(the “Redemption Date”) at~~ a ~~redemption~~copy ~~price equal to 100.00%~~ of ~~the~~which ~~principal~~is ~~amount~~included ofas ~~the~~Exhibit ~~Redemption~~99.2 ~~Notes,~~hereto ~~plus accrued~~ and ~~unpaid~~hereby ~~interest~~incorporated ~~thereon~~by ~~up to, but not including, the Redemption Date~~reference.

~~Item~~Forward-Looking ~~9.01 Financial~~ Statements ~~and Exhibits.~~

Statements in this Current Report on Form 8-K that are not historical facts are forward-looking statements. These statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control. Therefore, actual outcomes and results may differ materially from what is expressed or implied in any forward-looking statements. In particular, the Transaction is subject to certain risks and uncertainties, including the ability to obtain all required regulatory approvals, as well as risks relating to any unforeseen liabilities, losses or declines in economic performance. In addition, the Company is currently determining the amount of tax that will be payable as a result of the Transaction, and such tax payments may be substantial. More detailed information about factors that may affect our performance may be found in the Company's filings with the Securities and Exchange Commission, including the Company's most recent Annual Report on Form 10-K, which can be obtained at its website at http://www.sec.gov. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Press release.



Exhibit 2.1		Stock Purchase Agreement by and among Harland Clarke Holdings Corp., MacAndrews & Forbes Holdings Inc., Davis + Henderson Corporation, Spoke Acquisition, Inc. and D+H Ltd., dated July 23, 2013. (Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the Stock Purchase Agreement.)

Exhibit 99.1		HFS' audited combined financial statements for the year ended December 31, 2012 and HFS' unaudited combined financial statements for (x) the year ended December 31, 2011 and (y) the three months ended March 31, 2013 and March 31, 2012.

Exhibit 99.2		Press release of Harland Clarke Holdings Corp., dated July 23, 2013.

SIGNATURES

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

	~~HARLAND CLARKE HOLDINGS CORP.~~	HARLAND CLARKE HOLDINGS CORP.
Date: May 20, 2013	By:	/s/ Martin Wexler
Date:	July 24, 2013	By:	/s/ Martin Wexler
		Martin Wexler
			Martin WexlerVice President and Treasurer
		Vice President and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit Number		Description
99.1	Press release.
2.1		Stock Purchase Agreement by and among Harland Clarke Holdings Corp., MacAndrews & Forbes Holdings Inc., Davis + Henderson Corporation, Spoke Acquisition, Inc. and D+H Ltd., dated July 23, 2013. (Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the Stock Purchase Agreement.)
99.1		HFS' audited combined financial statements for the year ended December 31, 2012 and HFS' unaudited combined financial statements for (x) the year ended December 31, 2011 and (y) the three months ended March 31, 2013 and March 31, 2012.
99.2		Press release of Harland Clarke Holdings Corp., dated July 23, 2013.

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