Cash Systems Inc - Current report filing (8-K)
08 Août 2008 - 11:22PM
Edgar (US Regulatory)
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): August 4, 2008
CASH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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87-0398535
(I.R.S. employer
identification number)
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Commission file number: 1-31955
7350 Dean Martin Drive, Suite 309
Las Vegas, Nevada 89139
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (702) 987-7169
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Introductory Note
On August 8, 2008, Cash Systems, Inc., a Delaware corporation (the “Company”) completed its
merger (the “Merger”) with Card Acquisition Subsidiary, Inc., a Delaware corporation (“Merger
Sub”), as a result of which the Company is now a wholly-owned subsidiary of Global Cash Access,
Inc., a Delaware corporation (“GCA”). The Merger was effected pursuant to an Agreement and Plan of
Merger (the “Merger Agreement”), dated as of June 13, 2008, by and among the Company, GCA and
Merger Sub.
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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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On August 7, 2008, at the Company’s annual meeting of stockholders, the Company’s stockholders
adopted and approved the Merger Agreement by the requisite vote required under the Delaware General
Corporation Law and on August 8, 2008 the Company consummated the Merger. Pursuant to the terms of
the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving as a
wholly-owned subsidiary of GCA. Each previously outstanding share of the Company’s common stock
was converted into the right to receive $0.50 in cash, without interest and each option to purchase
the Company’s common stock was canceled in exchange for the right to receive the excess, if any, of
$0.50 over the aggregate exercise price of such option multiplied by the number of shares subject
to the option.
The foregoing description of the Merger and the Merger Agreement is not comprehensive. A copy
of the Merger Agreement and description of the Merger are contained in the Definitive Proxy
Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (“SEC”)
on July 10, 2008, as supplemented on August 4, 2008, which is incorporated herein by reference.
On August 7, 2008, the Company issued a press release announcing the Company’s stockholders’
adoption and approval of the Merger Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
On August 8, 2008, the Company issued a press release announcing, among other things, the
completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On August 4, 2008, the Company received a notice (the “Notice”) from The NASDAQ Stock Market
(“NASDAQ”) indicating that the Company has not regained compliance with NASDAQ Marketplace Rule
4450(b)(3); due to the Company’s common stock not maintaining a minimum market value of publicly
held shares of $15,000,000 as required for continued listing under such rule.
The Company previously received notices on May 1, 2008 and May 2, 2008 from NASDAQ relating to
non-compliance with NASDAQ Marketplace Rules 4450(a)(5) (minimum bid price requirement) and
4450(b)(3) (market value of publicly held shares requirement) (together the “Prior Notices”). A
more complete description of the Prior Notices is contained in Item 3.01 of the Company’s Current
Report on Form 8-K filed with the SEC on May 6, 2008, which is incorporated herein by reference.
In the Notice, NASDAQ notified the Company that, unless the Company requests an appeal of its
determination of non-compliance, trading of the Company’s common stock will be suspended at the
opening of business on August 13, 2008 and a Form 25-NSE will be filed by NASDAQ with the SEC to
remove the Company’s common stock from listing on The Nasdaq Global Market. Alternatively, the
Notice provides that the Company could apply by August 11, 2008 to transfer its common stock to The
NASDAQ Capital Market if it satisfies all such listing requirements.
A copy of the press release issued by the Company announcing, among other things, the receipt
of the Notice from NASDAQ is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
On
August 8, 2008 the Company notified NASDAQ of the consummation of the Merger and
requested that NASDAQ file a Form 25 with the SEC to report that the Company’s common stock is no
longer listed on The Nasdaq Global Market. The Company expects its common stock will cease trading
on The Nasdaq Global Market effective prior to the opening of the
market on August 11, 2008.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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The information set forth in Items 2.01 and 5.03 of this report is incorporated herein by
reference.
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Item 5.01.
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Changes in Control of Registrant.
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The information set forth in Item 2.01 of this report is incorporated herein by reference.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 8, 2008, in connection with the consummation of the Merger, all of the current
directors of the Company (namely: Michael D. Rumbolz, Patrick R. Cruzen, Patricia W. Becker and
Donald D. Snyder) resigned as of the effective time of the Merger and the directors of Merger Sub
(namely: Scott Betts and George Gresham) became the directors of the Company.
In addition, at effective time of the Merger, Michael D. Rumbolz (chief executive officer,
president and chairman of the board of directors) and Andrew Cashin (executive vice president,
chief financial officer and treasurer) resigned from their officer positions with the Company;
provided that Mr. Rumbolz and Mr. Cashin will remain as employees of the Company. In addition, at
the effective time, Mr. Rumbolz was appointed as the president, secretary and treasurer of the
Company.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On August 8, 2008, in connection with the consummation of the Merger, the Company’s Amended
and Restated Certificate of Incorporation was amended in full and, as further provided in the
Merger Agreement, the Bylaws of Merger Sub, as in effect immediately prior to the Merger, became
the Bylaws of the Company. Copies of the Amended Certificate of Incorporation and the Company’s
amended Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated
herein by reference.
On August 7, 2008, the Company issued a press release announcing the Company’s stockholders’
adoption and approval of the Merger Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
On August 8, 2008, the Company issued a press release announcing, among other things, the
completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
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Number
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Description
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3.1
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Amended Certificate of Incorporation
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3.2
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Bylaws
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99.1
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Press Release dated August 7, 2008
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99.2
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Press Release dated August 8, 2008
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Cash Systems, Inc.
(Registrant)
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Dated: August 8, 2008
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By:
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/s/ Michael Rumbolz
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Name:
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Michael Rumbolz
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Title:
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President, Treasurer and Secretary
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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3.1
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Amended Certificate of Incorporation
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3.2
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Bylaws
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99.1
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Press Release dated August 7, 2008
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99.2
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Press Release dated August 8, 2008
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