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: January 12, 2011
Date of Earliest Event Reported: January 7, 2011
Calpian, Inc.
(Exact name of registrant as specified in its charter)
Texas | 000-53997 | 20-8592825 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
500 North Akard Street, Suite 2850, Dallas, Texas |
75201 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (214) 758-8600
N/A
(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:
¨ | 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)) |
Item 1.01. Entry into a Material Definitive Agreement.
Residual Purchase Agreement with First Alliance Payment Processing, Inc.
Pursuant to a Residual Purchase Agreement (the Purchase Agreement) between the Company and First Alliance Payment Processing, Inc. (FAPP), dated January 7, 2011, the Company acquired FAPPs right to receive certain merchant residual payments (Residuals) that will generate monthly residual payments to the Company. The Company will begin receiving such payments beginning in January 2011.
In exchange for the Residuals, the Company paid to FAPP $160,000 in cash and issued to FAPP 20,000 shares (the FAPP Shares) of the Companys Common Stock. The FAPP Shares are subject to a two (2) year lock-up, and FAPP covenants that, for a period of twenty-four (24) months following the closing, certain portfolio performance metrics will be met. If the performance metrics are not met, the Company can reclaim up to all of the 20,000 FAPP Shares.
The Purchase Agreement also contains other customary terms, including, but not limited to, customary representations and warranties, covenants, confidentiality terms, and indemnification provisions.
Item 3.02. Unregistered Sales of Equity Securities.
Residual Purchase Agreement with First Alliance Payment Processing, Inc.
As described in Item 1.01 of this Current Report on Form 8-K, the Company has issued 20,000 shares of Common Stock to FAPP. No underwriters were involved in the transaction described above. All of the securities issued in the foregoing transaction were issued by the Company in reliance upon the exemption from registration available under Section 4(2) of the Securities Act, including Regulation D promulgated thereunder, in that the transaction involved the issuance and sale of the Companys securities to a financially sophisticated entity that was aware of the Companys activities and business and financial condition and took the securities for investment purposes and understood the ramifications of its actions. The Company did not engage in any form of general solicitation or general advertising in connection with the transaction. The purchaser also represented that it was an accredited investor as defined in Regulation D and that it was acquiring such securities for its own account and not for distribution. All certificates representing the securities issued will have a legend imprinted on them stating that the shares have not been registered under the Securities Act and cannot be transferred until properly registered under the Securities Act or an exemption applies. This exemption is based on certain representations, warrants, agreements, and covenants of FAPP contained in the Purchase Agreement.
The information pertaining to the issuance of the Companys Common Stock to FAPP in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.
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.
CALPIAN, INC. | ||||
Date: January 12, 2011 | By: | /s/ Harold Montgomery | ||
Harold Montgomery | ||||
Chief Executive Officer |