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): August 7, 2013
JetPay Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35170 | 90-0632274 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
1175 Lancaster Avenue, Suite 100, Berwyn, PA 19312
(Address of Principal Executive Offices) (Zip Code)
(484) 324-7980
(Registrant’s Telephone Number, Including Area Code)
Universal Business Payment Solutions Acquisition Corporation
(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 (see General Instruction A.2. below):
| ¨ | 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 8.01. Other Events
On August 7, 2013, JetPay Merchant Services, LLC (“JPMS”), a wholly owned subsidiary of JetPay, LLC and indirect wholly owned subsidiary of JetPay Corporation, together with WLES, L.P., an entity controlled by Trent Voigt, the Chief Executive Officer of JetPay, LLC (collectively, the “Plaintiffs”), filed suit in the U.S. District Court for the Northern District of Texas, Dallas Division, against Merrick Bank Corporation (“Merrick”), Royal Group Services, LTD, LLC and Gregory Richmond (collectively, the “Defendants”). Merrick is a former clearing bank of JPMS pursuant to an agreement entered into in October 2003. The suit alleges that Merrick and Gregory Richmond (an agent of Royal Group Services) represented to JPMS that insurance coverage was arranged through Chartis Specialty Insurance Company (“Chartis”) to provide coverage for JPMS against potential chargeback losses related to certain of JPMS’s merchant customers, including Southern Sky Air Tours, d/b/a Direct Air, a previous customer of JPMS. The complaint alleges that JPMS paid commission/premiums to Merrick relating to the Chartis insurance policy. On or about March 13, 2012, Direct Air abruptly ceased operations, resulting in approximately $25 million in merchant chargebacks. The complaint alleges that Merrick has refused to cover the chargeback losses. The August 7, 2013 suit filed by the Plaintiffs alleges several causes of action against the Defendants, including violation of state insurance codes, negligence, fraud, breach of duty and breach of contract.
SIGNATURE
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.
Dated: August 12, 2013
| JETPAY CORPORATION | ||
| By: | /s/ Gregory M. Krzemien | |
| Name: Gregory M. Krzemien | ||
| Title: Chief Financial Officer | ||