Planet Payment Inc Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-12-20: Form 8-K; Period of report 2017-12-20; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2017-10-27: Form 8-K; Period of report 2017-10-26; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 1.01.
- 2017-08-09: Form 8-K; Period of report 2017-08-09; Description 2.02 Results of Operations and Financial Condition.
- 2017-06-16: Form 8-K; Period of report 2017-06-13; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-12-20 | 8-K | 2017-12-20 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 On December 20, 2017, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (“DGCL”), Acquisition Sub was merged with and into the Company, with the Company being the surviving corporation (the “Merger”). 3.01 In connection with the closing of the Merger, the Company (i) notified the NASDAQ Global Market (“NASDAQ”) on December 20, 2017 that the Merger was consummated and (ii) requested that NASDAQ (x) halt trading in the shares of Common Stock for December 20, 2017 and suspend trading of the shares of Common Stock effective December 20, 2017 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the shares of Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information disclosed under Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of Acquisition Sub’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on December 20, 2017, a change in control of the Company occurred and the Company now is wholly-owned by Fintrax Parent. 5.02 In connection with the Merger, each of Carl Williams, Shane Kim, Cameron McColl and Jonathan Kaiden resigned from his respective position as a member of the Board of Directors, and any committee thereof, of the Company, and any Subsidiary of the Company, as applicable, effective at the Effective Time on December 20, 2017. 5.03 At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. 8.01 On December 20, 2017, Fintrax Group issued a press release relating to the consummation of the Merger. | tv481724_8k.htm |
| 2017-10-27 | 8-K | 2017-10-26 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 On October 26, 2017, Planet Payment, Inc., a Delaware corporation (the “Company”), Franklin UK Bidco Limited, a private limited company incorporated under the Laws of England and Wales (“Fintrax Parent”) and a parent company of Fintrax Group (“Fintrax Group”), Fintrax US Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). 5.03 claim against the Company governed by the internal affairs doctrine. 5.07 In connection with the entry into the Support Agreements, the holder of greater than two-thirds of the outstanding shares of Company Series A Preferred Stock delivered to the Company a written consent to the conversion of all outstanding shares of the Company Series A Preferred Stock to Common Stock in accordance with the Company’s Restated Certificate of Incorporation, effective as of immediately prior to Acquisition Sub’s acceptance of shares of Common Stock and Company Series A Preferred Stock in the Offer. 8.01 On October 26, 2017, Fintrax and the Company issued a joint press release announcing the execution of the Merger Agreement. | a17-24536_18k.htm |
| 2017-08-09 | 8-K | 2017-08-09 | 2.02 Results of Operations and Financial Condition | c925-20170809x8k.htm | |
| 2017-06-16 | 8-K | 2017-06-13 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) On June 13, 2017, Planet Payment, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) at 10:00am, New York time, at the offices of Goodwin Procter LLP, The New York Times Building, 620 Eighth Avenue, 26th Floor, New York, NY 10018. | a17-15341_18k.htm |
| 2017-05-09 | 8-K | 2017-05-09 | 2.02 Results of Operations and Financial Condition | f8-k.htm | |
| 2017-03-08 | 8-K | 2017-03-08 | 2.02 Results of Operations and Financial Condition | plpm_currentfolio8k.htm | |
| 2017-02-07 | 8-K | 2017-02-02 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 See the discussion set forth in Item 1.01, “Entry into a Material Definitive Agreement,” of this Current Report on Form 8-K, which discussion is incorporated herein by reference. | plpm-20170202x8k.htm |
| 2016-11-02 | 8-K | 2016-11-02 | 2.02 Results of Operations and Financial Condition | plpm_currentfolio8k.htm | |
| 2016-08-03 | 8-K | 2016-08-03 | 2.02 Results of Operations and Financial Condition | plpm-20160803x8k.htm | |
| 2016-06-16 | 8-K | 2016-06-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) On June 14, 2016, Planet Payment, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) at 10:00am, New York time, at the offices of Goodwin Procter LLP, The New York Times Building, 620 Eighth Avenue, 26th Floor, New York, NY 10018. | plpm-20160616x8k.htm |
| 2016-05-24 | 8-K | 2016-05-24 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 The information set forth in Item 1.01 of this Current Report is incorporated herein by reference. | plpm-20160524x8k.htm |
| 2016-05-04 | 8-K | 2016-05-04 | 2.02 Results of Operations and Financial Condition | plpm-20160504x8k.htm | |
| 2016-03-02 | 8-K | 2016-03-02 | 2.02 Results of Operations and Financial Condition | plpm-20160302x8k.htm | |
| 2016-02-03 | 8-K | 2016-01-28 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.03 See the discussion set forth in Item 1.01, “Entry into a Material Definitive Agreement,” of this Current Report on Form 8-K, which discussion is incorporated herein by reference. 5.02 On February 2, 2016, the Company entered into an employment agreement with Carl J. Williams, its Chief Executive Officer and Chairman of the Board of Directors (the “Agreement”). | a16-3506_18k.htm |
| 2015-12-21 | 8-K | 2015-12-21 | 8.01 Other Events | 8.01 On December 21, 2015, the Company expanded its existing share repurchase authorization by an incremental amount of approximately $2.1 million. | a15-25278_18k.htm |
| 2015-11-04 | 8-K | 2015-11-04 | 2.02 Results of Operations and Financial Condition | plpm-20151104x8k.htm | |
| 2015-08-10 | 8-K | 2015-08-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The disclosures in Item 5.02(c) are incorporated herein by reference. | a15-17411_18k.htm |
| 2015-08-04 | 8-K | 2015-08-04 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | plpm-20150804x8k.htm | |
| 2015-06-17 | 8-K | 2015-06-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) On June 16, 2015, Planet Payment, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “2015 Annual Meeting”) at 10:00am, New York time, in the Company’s principal executive offices at 670 Long Beach Boulevard, Long Beach, New York 11561. | a15-14306_18k.htm |
| 2015-06-11 | 8-K | 2015-06-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03. | a15-13896_18k.htm |
| 2015-05-07 | 8-K | 2015-05-07 | 2.02 Results of Operations and Financial Condition | plpm-20150507x8k.htm | |
| 2015-05-07 | 8-K | 2015-05-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a15-11098_18k.htm |
| 2015-04-24 | 8-K | 2015-04-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective April 20, 2015, Graham Arad has resigned from the Board of Directors (the “Board”) of Planet Payment, Inc. (the “Company”). | a15-9719_18k.htm |
| 2015-03-11 | 8-K | 2015-03-11 | 2.02 Results of Operations and Financial Condition | 2.02 The information in this report and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing. | a14-26727_38k.htm |
| 2015-03-02 | 8-K | 2015-02-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 26, 2015, Graham Arad, Senior Vice President and General Counsel, tendered his resignation as an employee of Planet Payment, Inc. (the “Company”), effective immediately. | a15-5740_18k.htm |
| 2015-02-10 | 8-K | 2015-02-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 9, 2015, Philip Beck tendered his resignation as a Class III director and Chairman of the Board of Directors (the “Board”) of Planet Payment, Inc. (the “Company”), effective immediately. | a15-4207_18k.htm |
| 2014-11-26 | 8-K | 2014-11-24 | 8.01 Other Events | 8.01 On November 24, 2014, E. Drew Soinski, Senior Vice President, Managing Director, Americas, notified Planet Payment, Inc. (the “Company”) of his decision to resign from the Company in order to pursue professional opportunities. | a14-25206_18k.htm |
| 2014-11-06 | 8-K | 2014-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 The information in this report and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing. | a14-23738_18k.htm |
| 2014-10-14 | 8-K | 2014-10-13 | 8.01 Other Events | 8.01 On October 13, 2014, Planet Payment, Inc. (the “Company”) issued a press release announcing that its Board of Directors authorized the repurchase of up to $6,000,000 million of the Company’s outstanding shares of common stock. | a14-22345_18k.htm |
| 2014-08-11 | 8-K | 2014-08-11 | 2.02 Results of Operations and Financial Condition | 2.02 The information in this report and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing. | a14-18659_18k.htm |
| 2014-07-14 | 8-K | 2014-07-08 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed by Planet Payment, Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities Exchange Commission on June 18, 2014, on June 16, 2014, Lady Barbara Judge retired as a member of the Company’s Board of Directors (the “Board”). | a14-17102_18k.htm |
| 2014-06-18 | 8-K | 2014-06-13 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 3.01 Due to Lady Barbara Judge’s decision not to stand for re-election to the Board of Directors (the “Board”) of Planet Payment, Inc. (the “Company”) as more fully described below, only three of the six remaining directors meet the independence requirements of the Marketplace Rules (the “NASDAQ Rules”) of the NASDAQ Stock Market (“NASDAQ”). 5.02 On June 13, 2014, Lady Barbara Judge CBE notified the Board that she will not stand for re-election as a director of the Company at the Company’s 2014 Annual Meeting of Stockholders held on June 16, 2014 (the “2014 Stockholder Meeting”) and retired as a member of the Board and as a member of the Nomination and Governance Committee and Compensation Committee as of June 16, 2014 and prior to the 2014 Stockholder Meeting. 5.07 (a) The 2014 Stockholder Meeting was held on Monday June 16, 2014 at 10:00 a.m. | a14-15680_18k.htm |
| 2014-05-12 | 8-K | 2014-05-12 | 2.02 Results of Operations and Financial Condition | 2.02 The information in this report and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing. | a14-12494_18k.htm |
| 2014-03-13 | 8-K/A | 2014-02-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a14-8082_18ka.htm | |
| 2014-03-06 | 8-K | 2014-03-06 | 2.02 Results of Operations and Financial Condition | 2.02 The information in this report and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing. | a14-7498_18k.htm |
| 2014-02-25 | 8-K | 2014-02-19 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On February 25, 2014, Planet Payment, Inc. (the “Company”) issued a press release announcing preliminary ranges of certain financial results of the year ended December 31, 2013. 5.02 On February 19, 2014, the Company announced the appointment of Carl J. Williams, 62, as Chief Executive Officer of the Company, effective immediately. | a14-6815_18k.htm |
| 2014-01-30 | 8-K/A | 2013-11-10 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit No. Exhibit Title 10.01* Third Amendment to Multi-Currency Processing Agreement, dated November 10, 2013, by and among the Company, Planet Payment (Hong Kong) Ltd and Network International, LLC. | a14-3228_18ka.htm |
| 2014-01-06 | 8-K | 2014-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 6, 2014, the Company announced the appointment of Robert J. Cox III, 48, as Chief Operating Officer of the Company. | a14-1233_18k.htm |
| 2013-11-12 | 8-K | 2013-11-10 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.02 On November 12, 2013, the Company issued a press release announcing its financial results for the quarter ended September 30, 2013 and certain other information. 5.02 The information set forth below under Item 5.02(c) is hereby incorporated by referenced into this Item 5.02(b). | a13-24106_18k.htm |
| 2013-08-21 | 8-K | 2013-08-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d): Election of a New Director. | a13-18999_18k.htm |
| 2013-06-18 | 8-K | 2013-06-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) The 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of Planet Payment, Inc. (the “Company”) was held on Friday June 14, 2013 at 2:00 p.m. | a13-15229_18k.htm |
| 2013-04-09 | 8-K | 2013-04-03 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On April 3, 2013, the Audit Committee (the “Audit Committee”) of the Board of Directors of Planet Payment, Inc. (the “Company”) approved the dismissal of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accountant. | a13-9815_18k.htm |
| 2013-03-18 | 8-K | 2013-03-18 | 2.02 Results of Operations and Financial Condition | 2.02 The information in this report and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing. | a13-7773_18k.htm |
| 2012-12-19 | 8-K | 2012-12-17 | 3.02 Unregistered Sales of Equity Securities | 3.02 On November 17, 2005, Planet Payment, Inc., a Delaware corporation (the “Company”) issued a warrant to purchase 1,381,717 shares of the Company’s common stock (“Common Stock”) to Inter-Atlantic Fund, LP, which was amended and restated on November 30, 2010 (the “Warrant”). | a12-29748_18k.htm |