Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - JetPay Corp | Financial_Report.xls |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission File Number 001-35170
UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 90-0632274 |
| (State or other jurisdiction incorporation or organization) | (I.R.S. Employer Identification No.) |
| Radnor Financial Center 150 North Radnor-Chester Road, Suite F-200 Radnor, Pennsylvania |
19087 |
| (Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code (610) 977-2482
Former name, former address and former fiscal year, if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company,” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer x | Smaller reporting company ¨ |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Act.
Yes x No ¨
As of August 10, 2012, the latest practicable date, 14,319,693 shares of the registrant’s common stock, par value $0.001 per share, were issued and outstanding.
Explanatory Note
This Form 10-Q/A amends the Quarterly Report on Form 10-Q of Universal Business Payment Solutions Acquisition Corporation for the quarter ended June 30, 2012 filed on August 14, 2012 for the sole purpose of furnishing Exhibit 101. Exhibit 101 to this report provides financial information formatted in Extensible Business Reporting Language (XBRL) in accordance with Rule 405 of Regulation S-T.
This Amendment No. 1 does not reflect any events occurring subsequent to the August 14, 2012 filing date of the original Form 10-Q for the quarter ended June 30, 2012 or in any way modify or update disclosures made in the original Form 10-Q filing for the quarter ended June 30, 2012.
Users of this data are advised that pursuant to Rule 406T of Regulation S-T, Exhibit 101 to this report is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended (the “Securities Act”), is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is otherwise not subject to liability under these sections, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 6. Exhibits
|
Exhibit No. |
Document Description | |
| 2.1 | Agreement and Plan of Merger, dated as of July 6, 2012, by and among the Company, JP Merger Sub, LLC JetPay, WLES, L.P. and Trent Voigt(1) | |
| 2.2 | Agreement and Plan of Merger, dated as of July 6, 2012, by and among the Company, Enzo Merger Sub, Inc., EMS, the stockholders of EMS and James Weiland, as Representative(1) | |
| 2.3 | Agreement and Plan of Merger, dated as of July 6, 2012, by and among the Company, ADC Merger Sub, Inc., ADC, PTFS, Carol and C. Nicholas Antich as Joint Tenants, C. Nicholas Antich, Carol Antich, Eric Antich, Lynn McCausland, the B N McCausland Trust, Joel E. Serfass and C. Nicholas Antich, as Representative(1) | |
| 10.1 | Promissory Note dated April 5, 2012 issued to UBPS Services, LLC* | |
| 10.2 | Promissory Note dated June 1, 2012 issued to UBPS Services, LLC* | |
| 10.3 | Promissory Note dated June 6, 2012 issued to UBPS Services, LLC* | |
| 10.4 | Promissory Note dated June 15, 2012 issued to UBPS Services, LLC* | |
| 10.5 | Promissory Note dated July 17, 2012 issued to UBPS Services, LLC* | |
| 31.1 | Certification of the CEO pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 31.2 | Certification of the CAO pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 32.1 | Certification of the CEO and CAO pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).* | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
| (1) | Incorporated by reference to the corresponding exhibit filed with the Registrant’s Current Report on Form 8-K filed with the SEC on July 9, 2012. |
| * | Previously filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed on August 14, 2012. |
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 thereunto duly authorized.
| UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION | ||
| Date: September 12, 2012 | By: | /s/ Bipin C. Shah |
| Name: Bipin C. Shah | ||
|
Title: Chief Executive Officer (Principal Executive, Accounting and Financial Officer) | ||