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UBPS > SEC Filings for UBPS > Form 8-K on 20-Nov-2012All Recent SEC Filings

Show all filings for UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORP


20-Nov-2012

Entry into a Material Definitive Agreement,


Item 1.01. Entry into a Material Definitive Agreement

On July 6, 2012, Universal Business Payment Solutions Acquisition Corporation, a Delaware corporation ("UBPS"), entered into the Agreement and Plan of Merger, by and among UBPS, JP Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of UBPS, JetPay, LLC, a Texas limited liability company ("JetPay"), and WLES, L.P., a Texas limited partnership and Trent Voigt (the "JetPay Agreement"), in connection with the acquisition of JetPay and certain affiliated entities.

A current report on Form 8-K describing the JetPay Agreement was filed by UBPS on July 9, 2012.

On November 19, 2012, UBPS entered into the Second Amendment to the JetPay Agreement (the "Amendment"), pursuant to which the relevant parties amended two provisions of the JetPay Agreement. First, the provision obligating UBPS to pay $5,000,000 in cash upon a consummation of a redemption of the UBPS public warrants was amended so that such consideration is now payable if and when the trading price of the common stock of UBPS is at least $9.50 per share for any 20 trading days out of a 30 trading day period.

Second, the Amendment changed the date on which both parties could terminate the agreement if the closing of the transaction has not occurred by such date from November 15, 2012 to December 31, 2012.

The description of the Amendment is qualified in its entirety by reference to the full text of each of the Amendment, which is attached hereto as Exhibit 2.1 and incorporated by reference herein. You are urged to read the Amendment in its entirety.



Item 8.01. Other Information

Attached hereto as Exhibit 99.1 to this Current Report is the form of presentation that UBPS expects to use in connection with the proposed transaction. Exhibit 99.1 is incorporated by reference herein.

Additional Information and Where to Find It

In connection with the JetPay Agreement, UBPS filed a definitive proxy statement and other relevant documents concerning the transaction with the Securities and Exchange Commission ("SEC") on November 13, 2012. The definitive proxy statement has been mailed to stockholders of UBPS. Investors and stockholders of UBPS are urged to read the definitive proxy statement and other relevant documents when they become available because they will contain important information about the transactions. Copies of these documents may be obtained free of charge by making a request to UBPS in writing to UBPS, 150 North Radnor-Chester Road, Suite F-200, Radnor, PA 19087. In addition, documents filed with the SEC by UBPS may be obtained free of charge at the SEC's website at www.sec.gov or by clicking on "SEC Filings" or on UBPS's website at www.ubpsac.com.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number      Description

2.1                 Second Amendment to Agreement and Plan of Merger, dated as of
                    November 19, 2012, by and among UBPS and JetPay.

99.1                Investor presentation in connection with the proposed transaction

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