Attached files
| file | filename |
|---|---|
| EX-3.2 - AMENDMENT NO. 1 TO BYLAWS - PAID INC | ex3-2.htm |
| EX-3.1 - CERTIFICATES OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF THE COMPANY - PAID INC | ex3-1.htm |
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): December 19, 2016
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PAID, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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0-28720
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73-1479833
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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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200 Friberg Parkway Suite 4004
Westborough,
Massachusetts
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01581
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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: (617) 861-6050
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 (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 2.01
Completion of Acquisition or Disposition of Assets.
In
September 2016, the Company announced that it entered into an
Amalgamation Agreement (the “Amalgamation Agreement”)
with emergeIT Inc., an Ontario corporation, which does business as
“ShipTime” (“emergeIT” or
“ShipTime”) to acquire emergeIT and two new PAID
subsidiaries. emergeIT is a leading cloud based shipping platform
bringing individuals small and medium sized businesses together
with many of the world’s leading carriers to save time and
money. A copy of the Amalgamation Agreement is set forth as
Exhibit 10.1. The
Closing for the Amalgamation Agreement occurred on December 19,
2016, and the amalgamation will be effective on December 30,
2016.
Description of emergeIT
emergeIT’s
platform provides its members with the ability to quote, process,
track and dispatch shipments while getting preferred rates on
packages and skidded (LTL) freight shipments throughout North
America and around the world. In addition to these features,
ShipTime also provides what it refers to as “Heroic
Multilingual Customer Support.” In this capacity, ShipTime
acts as an advocate on behalf of its clients in resolving matters
concerning orders and shipping. With an increasing focus and
service offering for e-commerce merchants; which includes online
shopping carts, inventory management, payment services, client
prospecting and retention software, emergeIT can help merchants
worldwide grow and scale their businesses. emergeIT generates
monthly recurring revenue through transactions and “software
as a service” (SAAS) offerings. It currently serves in excess
of 30,000 members in North America. The company has plans to expand
its services into Europe and then worldwide.
Transaction Structure; Consideration to emergeIT
Shareholders
Pursuant to the
Amalgamation Agreement the Company formed a new subsidiary under
Canadian law (“Callco”). The new subsidiary formed its
own Canadian subsidiary (“Exchangeco”), and Callco is
the sole shareholder of Exchangeco. Both Callco and Exchangeco are
incorporated in Ontario under the province’s Business Corporations Act. Effective
December 30, 2016 (the “Effective Date”), Exchangeco
will merge (amalgamate) with emergeIT so that as of the effective
date, the Company will own, indirectly through Callco, all of the
issued and outstanding shares of common stock of emergeIT. At that
time, the amalgamated entity will be renamed “ShipTime Canada
Inc.” and will be the operating company with respect to the
emergeIT assets.
emergeIT is
privately held by 13 holders. The emergeIT holders own “Class
A” and “Class B” common shares, which will
convert into “exchangeable shares” of ShipTime Canada
Inc. in the merger. Exchangeable shares are rights to the
Company’s common stock and preferred stock. These rights can
be exercised by the conversion of the exchangeable shares into
shares of common and preferred stock of the Company, in accordance
with an Exchange and Call Rights Agreement, described
below.
emergeIT Class A
common shares and Class B common shares will be converted into
exchangeable shares with rights to receive 447 shares of the
Company’s common stock and 3,109, provided that upon the
reverse/forward split described below, the right shall be to
receive 45 shares of the Company’s common stock and 311
shares of the Company’s Preferred Stock. As of the effective
date, outstanding emergeIT options and warrants will be replaced by
exchangeable shares in the same manner as emergeIT’s Class A
and Class B common shares.
As of
the Effective Date, the former holders of emergeIT will hold rights
to approximately 79.5% of all the issued and outstanding shares of
capital stock of the Company, and the current stockholders of the
Company will own approximately 20.5% of all the issued and
outstanding shares of capital stock of the Company.
Pursuant to the
Amalgamation Agreement, the Company filed a Certificate of
Designations effective on December 30, 2016 which sets aside
5,000,000 shares of Preferred Stock as Series A Preferred Stock.
The Series A Preferred Stock holders have no voting rights and have
an aggregate liquidation value of approximately $11,581,000. The
Preferred Stock also carries a coupon payment obligation of 1.5%
per year calculated by taking the 30-day average closing price for
an equal number of shares of common stock for the month immediately
preceding the coupon payment date, which is made annually. Payout
of the coupon may be made out of existing cash or in shares of
Series A Preferred stock of the Company. The Series A Preferred
Stock have no voting or conversion rights.
If purchased, redeemed, or otherwise acquired (other than
conversion), the preferred stock may be reissued
The
Amalgamation Agreement includes representations and warranties and
other covenants by both the Company and emergeIT. In the event that
either party is in breach, the non-breaching party may have an
indemnification claim. The Company will hold back up to 2,680,000
shares of its preferred stock to satisfy any claims of the other
party, provided that upon the reverse/forward split described
below, the right shall be to receive 268,000 shares of Series A
Preferred Shares or common stock of PAID, Inc. If after the
Effective Date the shares are issued to the emergeIT shareholders,
the current Company stockholders percentage ownership would be
diluted. Generally claims for indemnification must be made within
12 months after the amalgamation or merger.
Exchange and Call Rights Agreement
Pursuant to the
Amalgamation Agreement, as of the Effective Date, the existing
holders of emergeIT will exchange their shares in emergeIT into
“exchangeable shares” of the amalgamated company,
ShipTime Inc. The holders of ShipTime Inc. will have those rights
described in its organizational documents. ShipTime Inc.’s
authorized capital will be composed of preferred shares, and common
shares. The preferred shares are exchangeable into a right to
receive approximately 447 shares of the Company’s preferred
stock and 3,109 shares of the Company’s common stock,
provided that upon the reverse/forward split described below, the
right shall be to receive 45 shares of the Company’s common
stock and 311 shares of the Company’s Preferred Stock. Any
and all outstanding common shares will be owned by Callco, the
Company’s direct subsidiary. As a result, Callco will have
the only voting shares of ShipTime Canada Inc.
As of
the Effective Date, holders of ShipTime Inc. shares have the same
dividend and distribution rights as holders of Company shares, and
if Company shares are subdivided or in the event of a Company stock
dividend, the exchangeable shares will be equally subdivided, as
exchangeable shares are intended to be economically the same as
shares of common or preferred stock of the Company. As of the
Effective Date, the Company has a “liquidation call
right” in the event of proposed liquidation, dissolution or
winding up of ShipTime Canada Inc. Absent prior events, the Company
will redeem the exchangeable shares on the fifth anniversary
whereby the Company will redeem the exchangeable shares for shares
of the Company’s preferred stock and common stock. By
agreement, exchangeable shares also may be purchased by ShipTime
Canada Inc. for cancellation. The Company also has a right to call
the shares in the event of a change in the applicable
laws.
The
holders of exchangeable shares have an “automatic exchange
right” in the event any bankruptcy or insolvency or in
general, related proceedings, of ShipTime Canada Inc. or the
Company. The exchangeable shares would at such time be converted
automatically into that number of shares of common stock and
preferred stock of the Company at the agreed upon conversion ratio.
Moreover, Callco will have an overriding call right to purchase
some or all of the exchangeable shares. This mechanism will be
triggered with the automatic exchange right and is necessary to
comply with Canadian tax laws. The exercise of this call right does
not alter the outcome of the exchangeable share
transaction.
A copy
of the form of Exchange and Call Rights Agreement is set forth as
Exhibit 10.2. A
form of description of the rights of ShipTime Canada Inc.
shareholders is set for as Exhibit 10.3.
Support Agreement
Pursuant to the
Amalgamation Agreement, the Company entered into a Support
Agreement with the combined entity as of the Effective Date. The
Support Agreement generally provides that the Company will treat
holders of Exchangeable Shares substantially similar, or
economically equivalent, to holders of Company stock.
As
such, under the Support Agreement, the Company cannot declare or
pay any dividend or other distribution on Company stock unless
ShipTime Canada Inc. simultaneously declares or pays the dividend
or distribution on the Exchangeable Shares and has sufficient money
or other assets to meet these requirements. In turn, the ShipTime
Canada Inc. would effect a corresponding dividend or distribution
of its securities related to the Exchangeable Shares. The Company
also undertakes to advise ShipTime Canada Inc. of the declaration
of dividend or distribution, among other similar events, and to
cooperate with it to effect the dividend or distribution as of the
same record and effective date.
The
Company is also required in this case to segregate funds to pay for
the dividend, and to reserve sufficient number of shares to permit
the exchange of the Exchangeable Shares into the required number of
Company shares of common stock and preferred stock.
The
Support Agreement is also binding on any successor to the Company
and with respect to any successor transaction. A copy of the form
of Support Agreement is set forth as Exhibit 10.4.
Employment Agreement; Officer
At the
Closing, effective as of the Effective Date, Mr. Allan Pratt
entered into an employment agreement (the “Employment
Agreement”) with the Company to serve as the Company’s
President and CEO. The Employment Agreement will be for an initial
term through February 2020, with a base salary of US$185,000 and
eligibility for a bonus as the Board of Directors determines.
Bonuses may be in the form of cash, equity awards or both. Mr.
Pratt will be eligible for employee and fringe benefits consistent
with other employees, and equity awards adopted by the Company for
its employees generally. Mr. Pratt will also have an automobile
allowance of US$600 per month and mileage reimbursement for
business travel at IRS rates.
Mr.
Pratt may terminate the Employment Agreement at any time with 30
days’ notice. The Company may terminate Mr. Pratt for
“cause”, which shall include willful, intentional or
tortious conduct detrimental to the Company’s operations. The
Company may terminate Mr. Pratt without cause upon giving 30
days’ notice, subject to a severance payment. Mr. Pratt also
may terminate his employment for “good reason”, which
means a material diminution in his authority, duties or
responsibilities, a change in geographic location from where Mr.
Pratt provides services, or any action or inaction by the Company
that constitutes a breach of the employment agreement. If Mr. Pratt
is terminated without cause or by Mr. Pratt for “good
reason,” during the initial term, Mr. Pratt shall receive a
severance payment which is three times his overall compensation of
salary plus bonus, which amount decreases after two years to three
times his base salary. Mr. Pratt would be subject to a two year
non-compete with respect to on-line package shipping services to
small businesses and retail customers in the territory of the
United States and Canada.
A copy
of the form of Employment Agreement is set forth as Exhibit 10.5.
In
addition, W. Austin Lewis, IV is will continue to serve in his
capacity as Treasurer and CFO, as well as Director, but as of the
Effective Date has stepped down as President and CEO. The
Company’s board anticipates that Mr. Lewis will also enter
into an employment agreement.
Board of Directors of Combined Company
As of
the Effective Date, the Board of Directors will be increased from
three to five, and three new individuals have been appointed by the
Company’s current Board of Directors, including Allan Pratt,
who will serve as the Chairman of the Board. The other two new
Board members are David Ogden and Laurie Bradley. A summary of
biographical information for each of the new Directors is contained
in Item 5.02 below. W. Austin Lewis, IV remains on the Board as
well as Andrew Pilaro. Mr. Terry Fokas resigned as Director
effective as of the Effective Date.
Net Operating Losses
The
Company anticipates that it will be able to preserve its net
operating losses carry forwards for federal income tax purposes
after effectiveness of the amalgamation of its new subsidiary with
emergeIT.
Interest
of Certain Persons
Other
than as described below, no director, executive officer, associate
of any director or executive officer, or any other person has any
substantial interest, direct or indirect, by security holdings or
otherwise, in any of the proposals that is not shared by all other
stockholders.
W.
Austin Lewis, IV, as President of the Company, is the owner and
President of Lewis Asset Management. Lewis Asset
Management, Inc. invested approximately $845,000 in the form of
convertible notes and similar instruments, which amount can be
converted into 14% of the issued and outstanding shares of
emergeIT. In additional, if Lewis Asset Management has
warrants to receive an additional 6.25% of shares upon an
investment of an additional $400,000.
Upon
consummation of the amalgamation under the Amalgamation Agreement,
Lewis Asset Management will own approximately 1,725 exchangeable
shares, which will be exchangeable into approximately 771,216
shares of Company common stock and 5,363,457 shares of Company
Series A Preferred Stock, and warrants for approximately 770
exchangeable shares which, if exercised, would be convertible into
approximately 344,253 shares of Company common stock and 2,394,123
shares of Series A Preferred Stock, provided that after the
reverse/forward split described below, the total shares that Lewis
Asset Management will receive are 34,425 shares of common stock of
the Company and 239,412 of Preferred Stock of the
Company.
Exhibits
The
foregoing description of the Amalgamation Agreement and related
agreement does not purport to be complete and is qualified in its
entirety by reference to the actual agreements and documents
attached as Exhibits.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement
The
description set forth in Item 1.01 is incorporated by reference
herein.
Item 3.02
Unregistered Sale of Equity Securities
(a)
Pursuant to the Amalgamation Agreement, effective December 30,
2016, the Company’s subsidiary will issue exchangeable shares
to 13 holders, almost all of which reside in Canada. The
exchangeable shares represent a right to receive 45 shares of the
Company’s common stock (after adjusting for the
reverse/forward split described below) and 311 shares of Preferred
Stock (after adjusting for the reverse /forward split described
below) in the aggregate, such that the former holders of emergeIT
will hold rights to approximately 79.5% of all the issued and
outstanding shares of capital stock of the Company, and the current
stockholders of the Company will own approximately 20.5% of all the
issued and outstanding shares of capital stock of the Company. Once
converted the stock has restrictions on transfer. An additional
300,000 (after adjusting for the reverse/forward split described
below) shares of preferred stock are reserved for indemnification
purposes only. Based on the small number of shareholders and the
restricted nature of the securities received, the Company has
relied on the exemption from registration under Section 4(a)(2) of
the Securities Act with respect to the issuance of the
stock.
Item 3.03
Material Modification to Rights of Security Holders
The
description set forth in Item 1.01 is incorporated by reference
herein.
Pursuant to the
Amalgamation Agreement, the Company filed a Certificate of
Designations effective on December 30, 2016 which sets aside
5,000,000 shares of Preferred Stock as Series A Preferred Stock.
The Series A Preferred Stock holders have no voting rights and have
an aggregate liquidation value of approximately $11,581,000. The
Preferred Stock also carries a coupon payment obligation of 1.5%
per year calculated by taking the 30-day average closing price for
an equal number of shares of common stock for the month immediately
preceding the coupon payment date, which is made annually. Payout
of the coupon may be made out of existing cash or in shares of
Series A Preferred stock of the Company. The Series A Preferred
Stock have no voting or conversion rights. If purchased, redeemed,
or otherwise acquired (other than conversion), the preferred stock
may be reissued.
Item 5.01
Changes in Control of Registrant
The
description set forth in Item 1.01 is incorporated by reference
herein.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers
(a)
On December 19, 2016, and effective as of December 30, 2016, Mr.
Terry Fokas has resigned as a director. There were no disagreements
between the Company and Mr. Fokas with regards to the
Company’s operations, policies or practices. Mr. Fokas does
not sit on any committee of the Board. Mr. Fokas resigned to allow
room for three new directors to be appointed pursuant to the
Amalgamation Agreement. Mr. Fokas did not provide any written
correspondence concerning the circumstances surrounding his
resignation. Mr. Fokas has been provided a copy of this disclosure
and has been given the opportunity to furnish a letter whether he
agrees with the statements made by the Company herein.
(b)
As of December 30, 2016, W. Austin Lewis resigned as the
Company’s President and CEO to allow emergeIT’s
President, Allan Pratt, to become President and CEO of the Company.
Mr. Lewis will continue to serve as the Company’s CFO and
Treasurer and remain on the Board of Directors.
(c),
(d), (e)
As
of December 30, 2016, Mr. Allan Pratt is named CEO and President
and Director of the Company. Mr. Pratt, 59, formed emergeIT in 2008
and is its co-founder, CEO and President. emergeIT, also known as
ShipTime, is a world leader in web delivered solutions in the
transportation industry representing major channel partners such as
Costco with over 30,000 members and growing. In 1985, Pratt began
the creation of an operational and sales network in the US to
provide a next day service to Canada from 50 US cities into a
Canadian regional carrier’s primary footprint. The business
continued to grow and evolve until the acquisition by FedEx in
1988. As a Global Sales Manager at FedEx and Vice President of
Canada’s largest freight forwarder and LTL provider, Mr.
Pratt developed teams of vertical market specialists providing
cycle time reduction and information technology solutions. In the
automotive and telecommunications industry, Mr. Pratt was
instrumental in developing and implementing new supply chain models
which led to an overall decrease in North American distribution
centers, improved order fulfillment, cycle times and overall cost
reductions, while increasing customer satisfaction levels. Mr.
Pratt has been selected for his strong management and leadership
skills.
As
of December 30, 2016, the following two individual are named as
directors of the Company:
Mr. David Ogden, 53, is President of Soho
Management Consulting since November 2013. He was also Senior Vice
President of International Operations of Delhivery.com from October 2015 to October 2016. Further, he was
Senior Vice President for Operations & Logistics to Global
Access from March 2015 to August 2015, and owners of Soho Print, a
digital print and promotions firm, from 2003 through 2013. Mr.
Ogden also held positions with Helios-SinoGulf Property
Development, Egypt Express, and FedEx Logistics. Mr. Ogden has been
selected as Director for his expertise in shipping and delivery in
commerce.
Ms.
Laurie Bradley, 62, is the current President of ASG Renaissance
since 2006, and is responsible for corporate strategy and business
development. Her position includes the design and delivery of human
capital solutions and the development of partnerships and teaming
relationships. Ms. Bradley leads the cross functional sales teams
representing the human capital, advisory services and marketing the
divisions of ASG. In 2009, Ms. Bradley launched Blue Force Services
a wholly owned subsidiary of ASG. Blue Force delivers defense and
security services, training programs, technical documentation
services and program management to both commercial and defense
clients. In 2007, Ms. Bradley created a network of minority owned,
women owned and veteran owned businesses branding this association
as the Mosaic Advantage. Ms. Bradley was selected as director for
her leadership skills in corporate strategy and business
development.
Committee
appointments have not yet been made, and the three new directors
are not yet members of any committee at this time. The new
directors shall serve for one, two or three years, and then be
placed into three year staggered terms, or until they resign,
retire or each successor is duly elected. There are no arrangements
or understandings between any of the new directors and any other
person pursuant to which such director was selected as director.
None of the three new directors is related to any other director or
executive officer of the Company. None of the new directors has not
been involved in any transaction during the past two years in which
the Company was a participant and the amount involved exceeds
$120,000 and in which such director had or would have a direct or
indirect material interest, except that Mr. Pratt was a shareholder
of emergeIT and received exchangeable shares that may be converted
into 938,872 shares of common stock equal to approximately 5.69% of
the issued and outstanding shares of the company on a fully diluted
basis.
Other
than the employment agreement with respect to Mr. Pratt described
herein, none of the new directors is a party to or a participant in
any material plan, contract or arrangement (whether or not written)
that is entered into or any material amendment in connection with a
triggering event or entitled to any grant or award under any such
plan, contract or arrangement in connection with any such
triggering event.
At the
Closing, effective as of the Effective Date, Mr. Pratt entered into
an employment agreement (the “Employment Agreement”)
with the Company to serve as the Company’s President and CEO.
The Employment Agreement will be for an initial term through
February 2020, with a base salary of US$185,000 and eligibility for
a bonus as the Board of Directors determines. Bonuses may be in the
form of cash, equity awards or both. Mr. Pratt will be eligible for
employee and fringe benefits consistent with other employees, and
equity awards adopted by the Company for its employees generally.
Mr. Pratt will also have an automobile allowance of US$600 per
month and mileage reimbursement for business travel at IRS
rates.
Mr.
Pratt may terminate the employment agreement at any time with 30
days’ notice. The Company may terminate Mr. Pratt for
“cause”, which shall include willful, intentional or
tortious conduct detrimental to the Company’s operations. The
Company may terminate Mr. Pratt without cause upon giving 30
days’ notice, subject to a severance payment. Mr. Pratt also
may terminate his employment for “good reason”, which
means a material diminution in his authority, duties or
responsibilities, a change in geographic location from where Mr.
Pratt provides services, or any action or inaction by the Company
that constitutes a breach of the employment agreement. If Mr. Pratt
is terminated without cause or by Mr. Pratt for “good
reason,” during the initial term, Mr. Pratt shall receive a
severance payment which is three times his overall compensation of
salary plus bonus, which amount decreases after two years to three
times his base salary. Mr. Pratt would be subject to a two year
non-compete with respect to on-line package shipping services to
small businesses and retail customers in the territory of the
United States and Canada.
A copy
of the form of Employment Agreement is set forth as Exhibit 10.5.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The
Company amended its Certificate of Incorporation to do the
following:
(a) to
affect a 1:3000 reverse stock split, whereby every 3000 shares of
Common Stock of the Company shall be converted automatically into 1
share effective December 30, 2016, at 12:01 a.m. (“Reverse
Stock Split”);
(b) to
affect a 300:1 forward split, whereby every 1 share shall be
converted automatically into 300 shares effective December 30,
2016, at 12:02 a.m. (“Forward
Split”);
(c)
to authorize the Chairman of the Board
with respect to any matter coming before the board of directors
where there is an even number of members on the board of directors
and a vote has been taken that results in a deadlock because the
vote is tied, the matter shall be reintroduced for a vote by the
board of directors and the Chairman of the board of directors shall
cast the deciding vote, effective at December 30, 2016, at 12:03
a.m.
(d) to
increase authorized shares, after giving effect to the Reverse
Stock Split and the Reverse Forward Split to 45,000,000, of which
25,000,000 shares are common stock and 20,000,000 shares are set
aside as preferred stock effective at December 30, 2016, at 12:04
a.m.
(e) a
certificate of designations to provide for the rights of 5,000,000
shares of preferred stock. The Certificate of Designations,
effective on December 30, 2016, sets aside 5,000,000 shares of
Preferred Stock as Series A Preferred Stock. The Series A Preferred
Stock holders have no voting rights and have an aggregate
liquidation value of approximately $11,581,000. The Series A
Preferred Stock also carries a coupon payment obligation of 1.5%
per year calculated by taking the 30-day average closing price for
an equal number of shares of common stock for the month immediately
preceding the coupon payment date, which is made annually. Payout
of the coupon may be made out of existing cash or in shares of
Series A Preferred stock of the Company. The Series A Preferred
Stock have no voting or conversion rights. If purchased, redeemed,
or otherwise acquired (other than conversion), the preferred stock
may be reissued. The Certificate is effective at December 30, 2016,
at 12:05 a.m.
A copy of the Amendments for each of (a), (b),
(c), (d) and (e) is attached as Exhibit 3.1
to this Form 8-K.
As of December 30, 2016, the Bylaws of the Company
will be amended to provide for a classified or staggered board of
directors, where each board member is elected into one of three
classes. Initially, five directors will serve between one to three
year terms. The directors placed in a Class I position will
serve for approximately one year. The directors placed in a
Class II position will serve for approximately two years. The
directors placed in a Class III position will serve approximately
three years. After this transitional arrangement, the
Directors will serve for three year terms, with one class being
elected each year. A copy of the amendment to the bylaws is
attached as Exhibit
3.2.
Item 5.07
Submission of Matters to a Vote of Security Holders
(a) The
following matters were approved effective December 19, 2016
pursuant to a consent solicitation without a meeting:
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1.
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To
effect a reverse split of the Company’s outstanding common
stock, at an exchange ratio ranging between 1-for-500 and
1-for-3000, with the exact exchange ratio to be determined by the
Board in its sole discretion, immediately followed by a forward
split of the Company’s outstanding common stock, at an
exchange ratio ranging between 50-for-1 and 300-for-1,
respectively, with the exact exchange ratio to be determined by the
Board in its sole discretion, by filing amendments to the
Company’s Certificate of Incorporation;
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2.
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An
amendment to the Company’s Certificate of Incorporation to
change the name of the Company from PAID, Inc. to ShipTime
Inc.;
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3.
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An
amendment to the Company’s Certificate of Incorporation to
permit the Chairman of the Board of Directors to have a deciding
vote in the event of a tie vote of the Board of
Directors;
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4.
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An
amendment to the Company’s Bylaws to provide for a classified
Board of Directors;
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5.
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An
amendment to the Company’s Certificate of Incorporation to
increase the Company’s authorized shares of common stock from
11,000,000 (pre-reverse/forward split) to 25,000,000
(post-reverse/forward split); and
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6.
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To
approve an amendment to the Company’s Certificate of
Incorporation to authorize the issuance of up to 20,000,000 shares
of blank check preferred stock.
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The
following table sets forth the number of votes cast for and
against, and the number of abstentions and non- votes, with respect
to each proposal.
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Number of Votes
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For
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Against
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Abstain
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Non-Votes
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To
consider and vote on a proposal giving the Board the authority to
effect a reverse split of the Company’s outstanding common
stock, at an exchange ratio ranging between 1-for-500 and
1-for-3000, with the exact exchange ratio to be determined by the
Board in its sole discretion, immediately followed by a forward
split of the Company’s outstanding common stock, at an
exchange ratio ranging between 50-for-1 and 300-for-1,
respectively, with the exact exchange ratio to be determined by the
Board in its sole discretion, by filing amendments to the
Company’s Certificate of Incorporation
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6,108,402
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|
4,881,206
|
|
|
|
|
|
|
|
|
|
|
|
To
approve an amendment to the Company’s Certificate of
Incorporation to change the name of the Company from PAID, Inc. to
ShipTime Inc.
|
|
6,108,402
|
|
|
|
|
|
4,881,206
|
|
|
|
|
|
|
|
|
|
|
|
To
approve an amendment to the Company’s Certificate of
Incorporation to permit the Chairman of the Board of Directors to
have a deciding vote in the event of a tie vote of the Board of
Directors
|
|
6,108,402
|
|
|
|
|
|
4,881,206
|
|
|
|
|
|
|
|
|
|
|
|
To
approve an amendment to the Company’s Bylaws to provide for a
classified Board of Directors
|
|
6,108,402
|
|
|
|
|
|
4,881,206
|
|
|
|
|
|
|
|
|
|
|
|
To
approve an amendment to the Company’s Certificate of
Incorporation to increase the Company’s authorized shares of
common stock from 11,000,000 (pre-reverse/forward split) to
25,000,000 (post-reverse/forward split)
|
|
6,108,402
|
|
|
|
|
|
4,881,206
|
|
|
|
|
|
|
|
|
|
|
|
To
approve an amendment to the Company’s Certificate of
Incorporation to authorize the issuance of up to 20,000,000 shares
of blank check preferred stock
|
|
6,108,402
|
|
|
|
|
|
4,881,206
|
The Company determined to defer the possible name change from PAID,
Inc. to Shiptime Inc. until a possible later date.
Item
9.01
Financial Statements and Exhibits.
(a)
Financial
Statements
Financial
statements require by this item shall be filed by amendment no
later than 71 calendar days after the date that the initial report
on Form 8-K must be filed.
(b)
Exhibits
|
Exhibit
Number
|
|
Description
|
|
3.1
|
|
Certificates of
Amendment of Certificate of Incorporation of the Company effective
December 30, 2016
|
|
3.2
|
|
Amendment No. 1 to
Bylaws effective December 30, 2016
|
|
10.1
|
|
Amalgamation
Agreement dated September 1, 2016 by and among PAID, Inc.,
emergeIT, Inc., 2534845 Ontario Inc. and 2534841 Ontario
Inc.*
|
|
10.2
|
|
Exchange and Call
Rights Agreement*
|
|
10.3
|
|
Description of
Rights of ShipTime Canada Inc. stockholders*
|
|
10.4
|
|
Support
Agreement*
|
|
10.5
|
|
Employment
Agreement for Allan Pratt*
|
* Filed
previously on Current Report on Form 8-K dated September 1,
2016
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.
|
|
PAID, INC.
|
|
|
|
|
|
|
|
|
|
|
Date: December 23,
2016
|
By:
|
/s/
W. Austin Lewis, IV
|
|
|
|
W. Austin Lewis, IV, President and CFO
|
EXHIBIT INDEX
|
Exhibit
Number
|
|
Description
|
|
3.1
|
|
Certificates of
Amendment of Certificate of Incorporation of the Company effective
December 30, 2016
|
|
3.2
|
|
Amendment No. 1 to
Bylaws effective December 30, 2016
|
|
10.1
|
|
Amalgamation
Agreement dated September 1, 2016 by and among PAID, Inc.,
emergeIT, Inc., 2534845 Ontario Inc. and 2534841 Ontario
Inc.*
|
|
10.2
|
|
Exchange and Call
Rights Agreement*
|
|
10.3
|
|
Description of
Rights of ShipTime Canada Inc. stockholders*
|
|
10.4
|
|
Support
Agreement*
|
|
10.5
|
|
Employment
Agreement for Allan Pratt*
|