UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 19,
2016
PAYBOX
CORP
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-20660
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11-2895590
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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500 East Broward Boulevard
Suite 1550
Fort Lauderdale, Florida
(Address
of Principal Executive Offices)
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33394
(Zip
Code)
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Registrant’s
telephone number, including area code: (954) 510-3750
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):
☐
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
December 19, 2016, the Board of Directors (the “Board”)
of Paybox Corp (the “Company”) approved a 1-for-1000
reverse stock split of the outstanding shares of its capital stock,
par value 0.0001 par value per share (the “Common
Stock”).
After
completion of the reverse stock split, the Company expects to have
fewer than 300 shareholders of record, allowing the Company to
terminate the registration of its Common Stock under the Securities
and Exchange Act of 1934, as amended (the “Exchange
Act”). If that occurs, the Company will no longer be required
to file periodic reports with the Securities and Exchange
Commission (the “SEC”), including annual reports on
Form 10-K, quarterly reports on Form 10-Q and Current Reports on
From 8-K.
Accordingly, the
shares of a stockholder that holds fewer than 1,000 shares of
Common Stock immediately prior to the reverse split will be
cancelled and converted into the right to receive from the Company
a cash payment of eighty cents ($0.80) per share. Stockholders with
1,000 or more shares of Common Stock immediately before the reverse
stock split will thereafter hold one share for each 1,000 common
shares previously held. Persons who hold shares of Company common
stock in “street name” are encouraged to contact their
bank, broker, or other nominee for information on how the proposed
transaction may affect any shares of Common Stock held for their
account.
Consummation of the
reverse stock split is subject to stockholder approval of an
amendment to the Company’s certificate of incorporation. The
amendment requires the approval of a majority of the
Company’s outstanding shares. The Board may abandon the
proposed reverse stock split at any time prior to its effectiveness
of the applicable amendment to the Company's certificate of
incorporation, even after stockholder approval, if the Board
determines in its business judgment that such transaction is no
longer in the best interests of the Company or its
stockholders.
The
terms of the reverse split will be set forth in a proxy statement
and a transaction statement on Schedule 13E-3 outlining the
proposed transaction.
This
filing is only a brief description of a proposed transaction and is
not a solicitation of a proxy or an offer to acquire any shares of
common stock. The Company is preparing and plans to file a
preliminary proxy statement and Schedule 13E-3 with the SEC
outlining the transaction. All stockholders are advised to read the
definitive proxy statement and Schedule 13E-3 carefully when the
documents are available because the documents will contain
important information about the stockholders meeting (i.e., the
meeting at which the amendment will be presented for a vote of
shareholders thereon) and the proposed transaction, including
information about the mechanics of the proposed transaction,
persons soliciting proxies, their interests in the transaction, and
related matters. Stockholders may obtain a free copy of the proxy
statement and Schedule 13E-3 at the SEC’s web site at
www.sec.gov. The Company will also mail a copy of the definitive
proxy statement prior to the stockholders meeting to its
stockholders entitled to vote at the special meeting. The Company
and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders
in favor of the proposed transaction. Information about the
Company’s executive officers and directors and their
ownership of the Company’s common stock will be set forth in
the preliminary proxy statement. Investors and security holders may
obtain more detailed information regarding the direct and indirect
interests of the Company and its executive officers and directors
in the proposed transaction by reading the proxy statement
regarding the proposed transaction when it becomes
available.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, Paybox Corp
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PAYBOX
CORP
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Dated: December 22,
2016
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By:
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/s/
Lowell
Rush
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Lowell
Rush
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Chief Financial
Officer
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