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): April 1, 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
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(Commission File Number)
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(IRS Employer |
incorporation)
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Identification No.) |
2099 Gateway Place, Suite 600
San Jose, CA 95110
(Address of principal executive offices with zip code)
(408) 232-7800
(Registrants 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
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Item 2.02. |
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Results of Operations and Financial Condition |
On April 2, 2008, in connection with the announcement by VeriFone Holdings, Inc. (VeriFone
or the Company) that its Audit Committee has completed its independent investigation into certain
accounting and financial control matters, the Company provided certain financial information for
the fiscal period ended October 31, 2007. Copies of the
Companys press releases that contain this
financial information are being furnished as Exhibit 99.1 and
Exhibit 99.2 to this report on Form 8-K and are incorporated herein by reference.
The information furnished pursuant to this report, including Exhibit 99.1, shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information contained herein and in
Exhibit 99.1 and Exhibit 99.2 shall not be incorporated by
reference into any filing with the U.S. Securities and Exchange Commission made by the Company,
whether made before or after the date hereof, regardless of any general incorporation language in
such filing.
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Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers; Compensatory Arrangements of Certain Officers |
On
April 1, 2008, the Companys Executive Vice President and
Chief Financial Officer, Barry Zwarenstein, resigned
from his position. Mr. Zwarensteins resignation will become effective subsequent to the
completion of the restatement and filing of VeriFones quarterly reports and annual report with the
Securities and Exchange Commission VeriFone will commence a search for a new Chief Financial
Officer immediately.
Mr. Zwarenstein and the Company have entered into a separation agreement which, subject to the
terms and conditions thereof, will provide for payment of certain severance amounts to which he is
entitled under his original offer letter entered into in 2004. Mr. Zwarenstein will also be
entitled to certain receive health insurance and similar welfare benefits for 18 months from his
resignation date. Indemnification and confidentiality provisions to which Mr Zwarenstein is
entitled or bound under pre-existing employment arrangements remain in full force and effect. Mr.
Zwarenstein and the Company have agreed to cooperate with one another to ensure an orderly
transition and in respect of any ongoing legal proceedings or related matters. The Company and Mr.
Zwarenstein also agreed to enter into mutual releases. A copy of the separation agreement is
attached hereto as Exhibit 99.3 and incorporated herein by reference.
On April 2, 2008, the Company announced that its Audit Committee has completed its independent
investigation into certain accounting and financial control matters following the Companys
December 3, 2007 announcement that it would restate financial statements for the three month
periods ended January 31, 2007, April 30, 2007 and July 31, 2007. The Company also announced
additional details about the accounting errors that will be corrected, including the estimated
monetary amounts involved, which amounts remain preliminary and subject to review by the Companys
independent registered public accounting firm in connection with the preparation and review of the
amended quarterly reports and the audit of the annual financial statements to be included in the
annual report on Form 10-K for the year ended October 31, 2007. The Company also announced that
following the report of the Audit Committee, the Board of Directors directed that a number of
remedial measures be taken in response to the Audit Committee investigation. The additional
details regarding the accounting errors and
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the remedial measures are set forth in the Companys press release which is furnished as Exhibit
99.3 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished pursuant to this report, including Exhibit 99.1, shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information contained herein and in Exhibit 99.1 shall not be incorporated by
reference into any filing with the U.S. Securities and Exchange Commission made by the Company,
whether made before or after the date hereof, regardless of any general incorporation language in
such filing.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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Exhibit 99.1
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Press Release, dated April 2, 2008. |
Exhibit 99.2
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Press Release, dated April 2, 2008. |
Exhibit 99.3
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Separation Agreement, dated as of April 1, 2008, among
VeriFone Holdings, Inc., VeriFone, Inc and Barry Zwarenstein. |
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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: April 2, 2008 |
By: |
/s/
Douglas Bergeron
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Name: |
Douglas Bergeron |
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Title: |
Chief Executive Officer |
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