UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 25, 2008
VERIFONE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction 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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Effective
January 25, 2008, VeriFone Inc. (the “Borrower”) and VeriFone Intermediate
Holdings, Inc., wholly-owned subsidiaries of VeriFone Holdings, Inc. (the “Company”)
entered into a First Amendment to Credit Agreement and Waiver (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 and the three month period
ending January 31, 2008. These delays result from the anticipated restatement of the historical
quarterly financial statements and the related delays in filing the Company’s annual report on From
10-K for the year ended October 31, 2007 and quarterly report on Form 10-Q for the three months
ending January 31, 2008 announce by the Company in December 2007. The Amendment extends the date
for delivery of the required financial information to April 30, 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, and related provisions of the Credit Agreement
with respect to the anticipated restatement. In connection with the
Amendment, the Borrower paid to consenting Lenders a fee of 0.25% of
the aggregate amount outstanding under the term loan and revolving
credit commitment made available by the consenting Lenders and agreed
to an increase in the interest rate payable on the term loan of 0.25%
per annum. This summary of the Amendment is qualified in its
entirety by reference to the complete waiver filed as Exhibit 99.1 hereto.
Forward-Looking Statements
This report on Form 8-K contains forward-looking statements that involve risks and
uncertainties. In some cases, forward-looking statements can be identified by words such as
“anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Risks, uncertainties
and assumptions that could affect the Company’s forward-looking statements include, among other
things, finalization of the restatements described above. Other risks and uncertainties include,
but are not limited to, those discussed under the heading “Risk Factors” in the Company’s Annual
Report on Form 10-K for the year ended October 31, 2006 and subsequent Quarterly Reports on Form
10-Q. Unless required by law, the Company expressly disclaims any obligation to update publicly any
forward-looking statements, whether as result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished as part of this Report on Form 8-K:
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99.1 |
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Amendment and Waiver dated as of January 25, 2008 |
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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: January 28, 2008 |
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/s/ Barry Zwarenstein
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Barry Zwarenstein |
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Executive Vice President and Chief Financial Officer |
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