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): January 30, 2018
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.) |
3939 West Drive, Center Valley, PA 18034
(Address of Principal Executive Offices) (Zip Code)
(610) 797-9500
(Registrant’s Telephone Number, Including Area Code)
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 | Other Events. |
On January 30, 2018, Robert Metzger, an independent director on the Board of Directors (“Board”) of JetPay Corporation, was appointed by the Board to fill a vacancy on the audit committee created by Jonathan M. Lubert’s resignation from the Board on January 9, 2018. Following Mr. Metzger’s appointment to the audit committee, the audit committee consists of the following independent directors: Robert Frankfurt (chairman), Robert Metzger and Steven Michienzi.
On January 30, 2018, Robert Frankfurt, an independent director on the Board, was appointed by the Board to fill the vacancy on the nominating committee created by Mr. Lubert’s resignation. Following Mr. Frankfurt’s appointment to the nominating committee, the nominating committee consists of the following independent directors: Donald Edwards (chairman) and Robert Frankfurt.
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: January 31, 2018
JETPAY CORPORATION | ||||
By: | /s/ Gregory M. Krzemien | |||
Name: | Gregory M. Krzemien | |||
Title: | Chief Financial Officer |