UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2008
VERIFONE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or otherjurisdiction of
incorporation)
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001-32465
(Commission File Number)
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04-3692546
(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 1.01 |
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Entry into a Material Definitive Agreement |
On July 31, 2008, VeriFone Inc. (the “Borrower”) and VeriFone Intermediate Holdings,
Inc., wholly-owned subsidiaries of VeriFone Holdings, Inc. (the “Company”) entered into a
Third Amendment to Credit Agreement (the “Amendment”) with the Lenders under its Credit
Agreement, dated as of October 31, 2006. The Amendment extends the time periods for delivery of
certain required financial information for the three month periods ended January 31, April 30 and
July 31, 2007, the year ended October 31, 2007, the three month period ended January 31, 2008 and
the three month period ending April 30, 2008. These delays result from the anticipated restatement
of the historical financial statements for the first three fiscal quarters of 2007 and the related
delays in filing the Company’s annual report on From 10-K for the year ended October 31, 2007, the
Company’s quarterly report on Form 10-Q for the three months ended January 31, 2008 and the
Company’s quarterly report on Form 10-Q for the three months ending April 30, 2008. The Amendment
extends the date for delivery of the required financial information to August 31, 2008. The
Amendment also waives any default or event of default that may result from the Company’s failure to
meet the filing requirements of the Securities Exchange Act of 1934, the Borrower’s failure to
deliver the required financial information described above and the anticipated restatement. In
connection with the Amendment, the Borrower paid to consenting Lenders a fee of 0.125% of the
aggregate amount outstanding under the term loan and revolving credit commitment made available by
the consenting Lenders. The Borrower will be required to pay an additional fee of 0.250% of the
aggregate amount outstanding under the term loan and revolving credit commitment made available by
the consenting Lenders if the required financial information is not delivered by the Borrower on or
prior to August 31, 2008.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the Amendment, which is attached as Exhibit 10.1 to this current report on Form 8-K
and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
10.1 Third Amendment to Credit Agreement dated as of July 31, 2008
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.
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VERIFONE HOLDINGS, INC.
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| Date: July 31, 2008 |
By: |
/s/ Douglas G. Bergeron
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Name: |
Douglas G. Bergeron |
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Title: |
Chief Executive Officer |
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