Attached files
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| EX-99.1 - PR_2-24-2011 - HYPERCOM CORP | ex99-1.htm |
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): February 24, 2011
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Hypercom Corporation
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(Exact name of registrant as specified in its charter)
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Delaware
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001-13521
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86-0828608
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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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8888 East Raintree Drive
Suite 300
Scottsdale, Arizona
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85260
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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: 480-642-5000
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Not applicable
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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:
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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))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 24, 2011, we held a Special Meeting of Stockholders at which our stockholders approved a proposal to adopt the Agreement and Plan of Merger, dated as of November 17, 2010, by and among Hypercom Corporation, VeriFone Systems, Inc., and Honey Acquisition Co., a wholly owned subsidiary of VeriFone, and approved the merger contemplated by the merger agreement. The results were as follows:
Proposal 1—Adoption of Merger Agreement and Approval of Merger
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For
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Against
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Abstain
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Broker Non-Votes
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| 44,892,521 | 149,635 | 54,616 |
—
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In addition, our stockholders approved a proposal to adjourn the Special Meeting of Stockholders of Hypercom, if necessary, for any purpose, including to solicit additional proxies if there are not sufficient votes to approve and adopt the merger agreement and approve the merger at the time of the Special Meeting of Stockholders of Hypercom. The results were as follows:
Proposal 2—Approval of Adjournment of Special Meeting, if Necessary
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For
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Against
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Abstain
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Broker Non-Votes
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| 42,236,816 | 2,296,243 | 563,713 | — |
A copy of the press release we issued regarding the results of the stockholder vote at the Special Meeting of Stockholders of Hypercom is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit No.
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Exhibit Description
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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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February 24, 20 11
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Hypercom Corporation
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By:
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/s/ Douglas J. Reich
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Name:
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Douglas J. Reich
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Title:
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Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
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