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): April 30, 2018
JETPAY CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35170 | 90-0632274 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
7450 Tilghman Street, Allentown, PA 18106
(Address of Principal Executive Offices) (Zip Code)
(610) 797-9500
(Registrant’s Telephone Number, Including Area Code)
(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01 Other Events
On April 30, 2018, JetPay Payment Services, TX, LLC, a wholly-owned subsidiary of JetPay Corporation (“JetPay TX”), entered into a settlement agreement with Valley National Bank (“VNB”), settling JetPay TX’s claims against VNB before trial. In February 2015, JetPay TX joined a lawsuit brought by American Express against VNB for negligence to recover losses previously incurred by JetPay TX in litigation with Merrick Bank Corporation. Pursuant to the settlement agreement, VNB agreed to pay to JetPay TX $2,175,000, and the parties agreed to a mutual release of claims. The settlement payment was received by JetPay on April 30, 2018. The action, captioned American Express Travel Related Services Company, Inc., and JetPay Merchant Services, LLC v. Valley National Bank, was scheduled for trial on May 1, 2018 in the U.S. District Court for the District of New Jersey. The settlement agreement does not include any admission of liability or wrongdoing by either party.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 3, 2018
| JETPAY CORPORATION | |||
| By: | /s/ Gregory M. Krzemien | ||
| Name: | Gregory M. Krzemien | ||
| Title: | Chief Financial Officer | ||