Attached files
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| EX-99.1 - PRESS RELEASE - Paybox Corp. | pbox_ex991.htm |
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): April 11,
2017
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
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33394
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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: (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):
☐
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 April 11, 2017, Paybox Corp announced that a special meeting of
stockholders (the “Special Meeting”) to consider and
vote upon a proposal to approve a reverse stock split will be held
at the offices of Marcum LLP, 450 East Las Olas Boulevard, Ninth
Floor, Fort Lauderdale FL 33301, on Wednesday, May 3, 2017, at
10:00 A.M. EST. The proposed reverse stock split is in the ratio of
1:200, and stockholders holding less than 200 shares would be
cashed out at a price of $0.40 per share.
Only holders of record of the Company’s common stock at the
close of business on April 11, 2017 will be entitled to notice of
the Special Meeting and to vote and have their votes counted at the
Special Meeting.
A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Additional Information about the Proposal and Where to Find
It
In connection with the Proposal, the Company has filed with the
Securities Exchange Commission (“SEC”), and will mail
to stockholders of record of the Company as of April 11, 2017, a
definitive proxy statement in connection with its solicitation of
proxies for the Special Meeting. This Current Report on Form 8-K
does not contain all the information that should be considered
concerning the reverse stock split proposal. It is not intended to
provide the basis for any investment decision or any other decision
in respect to the proposal. The Company’s stockholders and
other interested persons are advised to read the definitive proxy
statement, and the Company’s Schedule 13E-3 and related
exhibits filed with the SEC in connection with the Company’s
solicitation of proxies for the Special Meeting, as these materials
contain important information about the Company and the Proposal.
Stockholders can also obtain copies of the definitive proxy
statement and other documents filed with the SEC, without charge,
at the SEC’s web site at www.sec.gov, or by directing a
request to: Matthew Oakes, Chief Executive Officer, Paybox Corp,
500 East Broward Boulevard, Suite 1550, Ft. Lauderdale, FL
33394.
Participants in Solicitation
The Company and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the Proposal.
Information regarding the special interests of these directors and
executive officers in the Proposal is included in the definitive
proxy statement. Additional information regarding the directors and
executive officers of the Company is also included in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2016, which is available free of charge at the SEC web
site at www.sec.gov and at the address described
above.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
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Exhibit
No.
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Description
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Press Release of Paybox Corp dated April 11, 2017, furnished
herewith.
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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: April 11, 2017 |
By:
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/s/
Matthew
E. Oakes
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Matthew E. Oakes |
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Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit
No.
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Description
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Press Release of Paybox Corp dated April 11, 2017, furnished
herewith.
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