Attached files
| file | filename |
|---|---|
| EX-3.1 - GLOBAL AXCESS CORP | v180208_ex3-1.htm |
| EX-14.1 - GLOBAL AXCESS CORP | v180208_ex14-1.htm |
| EX-10.1 - GLOBAL AXCESS CORP | v180208_ex10-1.htm |
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)
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March
31, 2010
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GLOBAL
AXCESS CORP
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-17874
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88-0199674
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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7800
Belfort Parkway, Suite 165, Jacksonville, Florida
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32256
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(904)
280-3950
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N/A
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(Former
name or former address, if changed since last
report)
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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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
March 31, 2010, the board of directors (the “Board”) of Global Axcess Corp, a
Nevada corporation (the “Company”), adopted amendments to the Company’s Net
Enterprise Value Special Transaction Plan (the “Plan”). The
amendments extend the term of the Plan to December 31, 2011, remove certain
participants from the Plan and revise the participants’ percentages in the
Plan.
The foregoing description of the
amendments to the Plan is a summary and is not complete. Reference is
made to the Plan, which is filed as Exhibit 10.1 to this Current Report on Form
8-K.
Item
5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
(a) On
March 31 2010, the Board adopted amended and restated By-Laws of the Company
(the “By-Laws”), effective March 31, 2010. Below is a description of
the amendments:
(i) annual meetings shall be
held at such time and place within or without the State of Nevada as shall be
stated in the notice of the meeting (the previous provision provided that annual
meetings shall be held in Los Angeles, California);
(ii) notices of meetings
shall also state the means of electronic communications by which stockholders
and proxies shall be deemed to be present;
(iii) notices of meetings
shall be mailed or sent by a form of electronic transmission that has been
previously consented to by the applicable director or stockholder (the previous
provision provided that notices shall be delivered personally or by
mail);
(iv) action on a matter,
other than the election of directors, by the stockholders is approved if a
quorum is present and the votes cast by the stockholders favoring the action
exceed the votes cast opposing the action (the previous provision provided that
the vote of the majority of the holders of the stock having voting power shall
decide any question);
(v) the number of directors
which shall constitute the whole Board shall be a minimum of four and a maximum
of nine (the previous provision provided that the number of directors shall be
three);
(vi) a regular meeting of
the Board shall be held, without other notice, immediately after the annual
meeting (the previous provision provided that such meeting shall be at such time
and place as fixed by the vote of stockholders); and
(vii) the Company shall keep
in its principal executive office the original or a copy of the By-Laws which
shall be open to inspection to shareholders.
The
foregoing description of the amendments to the By-Laws is a summary and is not
complete. Reference is made to the By-Laws, which are
filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item
5.05 Amendments to the Registrant’s Code of Ethics, or
Waiver of a Provision of the Code of Ethics.
(a) On
March 31, 2010, the Board adopted an amended and restated Code of Ethics and
Business Conduct of the Company (the “Code of Ethics”), effective March 31,
2010. Below is a description of the amendments:
(i) the Board is responsible
for setting the standards of business conduct contained in the Code of Ethics
and the Company’s chief executive officer will oversee the procedures designed
to implement the Code of Ethics;
(ii) Company records belong
to the Company and should not be removed from Company property except for
legitimate business reason;
(iii) the Company’s
management has primary responsibility for establishing and monitoring adequate
systems of internal accounting and controls, and the Company’s auditors monitor
and document compliance with these internal controls;
(iv) employees possessing
confidential information shall not use such information for personal
gain;
(v) no Company funds or
other property shall be used for any unlawful purpose and no employee may engage
in any act that involves theft, fraud, embezzlement, misappropriation or
wrongful conversion of any property; and
(vi) directors, officers and
employees shall report any known or suspected violations of laws, governmental
regulations or the Code of Ethics, and the Company will not allow any
retaliation against a director, officer or employee who acts in good faith in
reporting any such violation.
The foregoing description of the
amendments to the Code of Ethics is a summary and is not
complete. Reference is made to the Code of Ethics, which is filed as
Exhibit 14.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits. | |
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3.1
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By-Laws,
amended and restated as of March 31, 2010
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10.1
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Net
Enterprise Value Special Transaction Plan
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14.1
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Code
of Ethics and Business Conduct, amended and restated effective March 31,
2010
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SIGNATURES
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.
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By:
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/s/
Michael Loiacono
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Title: Chief
Financial Officer
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Dated:
April 6, 2010