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): August 19, 2008
VERIFONE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32465
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04-3692546 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
2099 Gateway Place, Suite 600
San Jose, CA 95110
(Address of principal executive offices with zip code)
(408) 232-7800
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers. |
(b), (c) On August 19, 2008, VeriFone Holdings, Inc. (the “Registrant”) announced that its
Board of Directors had appointed Clinton Knowles to serve as its
interim chief financial officer,
effective immediately. Mr. Knowles succeeds Barry Zwarenstein who, pursuant to the terms of his
separation agreement, resigned as VeriFone’s chief financial officer today. Mr. Knowles will act
as the Registrant’s interim chief financial officer until such time as the Registrant completes its
ongoing search for a chief financial officer and appoints a permanent
chief financial officer.
Mr. Knowles, age 61, has been a partner with Tatum, LLC (“Tatum”) since 2001, and has
previously served as vice president, chief financial officer,
controller and treasurer for
companies in the manufacturing, distribution, retail, technology, mining and food processing
industries both in the United States and internationally, including Oracle Corporation, Covey
Leadership Center and Totes, Inc. Mr. Knowles holds an MBA from Harvard Business School and a BBA
from the University of Michigan.
Mr. Knowles has no reportable transactions under Item 404(a) of Regulation S-K.
Mr. Knowles provides services to the Registrant pursuant to an Executive Services Agreement,
dated May 15, 2008 (the “Executive Services Agreement”), between Tatum and the Registrant. Under
the terms of the Executive Services Agreement, the Registrant pays Mr. Knowles a salary of $24,500
a month and pays Tatum a fee of $10,500 per month for each month that Mr. Knowles is employed by
the Registrant. An annualized cash bonus of up to $60,000 may also be earned based upon the
achievement of certain operating objectives by the Company. 70% of such bonus shall be payable to
Mr. Knowles and 30% of such bonus shall be payable to Tatum. Mr. Knowles will also be reimbursed
by the Registrant for his temporary living expenses as well his expenses for commuting to the
Registrant’s offices in San Jose, California. Mr. Knowles will not receive any benefits under the
Registrant’s health insurance plans. However, Mr. Knowles will be entitled to participate in the
Registrant’s 401(k) plan. The foregoing description of the Executive Services Agreement does not
purport to be complete and is qualified in its entirety by reference to the Executive Services
Agreement, which is attached as Exhibit 10.1 to this current report on Form 8-K and is incorporated
herein by reference.
Mr. Knowles also entered into an indemnification agreement with the Registrant in the form
attached as Exhibit 10.2 hereto and is entitled to indemnification under the provisions of the
Registrant’s Certificate of Incorporation.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d)
Exhibits.
The following exhibits are furnished as part of this Report on Form 8-K:
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Executive Services Agreement, dated May 15, 2008, between VeriFone and Tatum, LLC |
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| 10.2 |
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Form of Indemnification Agreement* |
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| 99.1 |
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Press Release of the Registrant dated August 19, 2008. |
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Filed as an exhibit to Amendment No. 5 to the Registrant’s Registration Statement on Form
S-1 (File
No. 333-121947), filed April 29, 2005 and incorporated herein by reference. |
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