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) May 2, 2008
HEARTLAND PAYMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32594
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22-3755714 |
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| (State or other jurisdiction of
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(Commission File No)
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(I.R.S. Employer |
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Identification Number) |
90 Nassau Street, Princeton, New Jersey 08542
(Address of principal executive offices) (Zip Code)
(609) 683-3831
(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:
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Written communication 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)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On May 2, 2008, Heartland Payment Systems, Inc. (the “Company”), Heartland Acquisition, LLC, a
wholly owned subsidiary of the Company (“Buyer”), Alliance Data Network Services LLC (“Alliance
Data Network Services”), ADS Alliance Data Systems, Inc. (“Seller”) and Alliance Data Systems
Corporation entered into a Membership Interest and Asset Purchase Agreement (the “Agreement”) under
which Buyer agreed to purchase substantially all of the assets of the network services business
unit (the “Network Services Business”) of Seller (the “Acquisition”). Pursuant to the terms of the
Agreement, Buyer will acquire from Seller the Network Services Business, including tangible
personal property, intellectual property, licenses, contracts, the issued and outstanding equity
securities of Alliance Data Network Services and related assets, and will assume certain
liabilities of Seller related to the Network Services Business, for $77.5 million plus the net
working capital of the Network Services Business on the closing date. The Network Services
Business is a provider of payment processing solutions, serving a variety of industries such as
petroleum, convenience store, parking and retail. Services include payment processing, prepaid
services, POS terminal, helpdesk services and merchant bankcard services.
The Acquisition is subject to antitrust clearance under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 as well as satisfaction of other closing conditions, and is expected to
close in the second quarter of 2008.
On May 5, 2008, the Company issued a press release regarding the Acquisition (the “Press Release”).
A copy of the Agreement and the Press Release are attached hereto as Exhibits 10.1 and 99.1,
respectively, and are incorporated herein by reference. The foregoing description of the
Acquisition is qualified in its entirety by references to Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Description |
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10.1
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Membership Interest and Asset Purchase Agreement dated May 2, 2008
among Heartland Payment Systems, Inc., Heartland Acquisition, LLC,
Alliance Data Network Services LLC, ADS Alliance Data Systems,
Inc. and Alliance Data Systems Corporation |
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99.1
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Press Release of the Company dated May 5, 2008 |