Current Report Filing (8-k)
September 07 2016 - 12:42PM
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):
May 3, 2016
K
inerja
P
ay
C
orp.
(Exact Name of
Registrant as Specified in its Charter)
Commission File No.: 333-168068
Delaware
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42-1771817
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(State of Incorporation)
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(I.R.S. Employer
Identification No.)
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Jl. Multatuli, No.8A, Medan Indonesia
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20151
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(Address of Registrant's
Office)
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(ZIP Code)
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Registrant's Telephone Number, including area
code: +62-819-6016-168
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))
Item 1.01 Entry into a Material Definitive Agreement.
On August 22, 2016, PT. Kinerja Pay Indonesia ("PT.
Kinerja Pay"), a wholly-owned Indonesian subsidiary of KinerjaPay Corp. a
Delaware Corporation (the "Registrant"), entered into an addendum to the
Service Agreement (the "Addendum"), effective as of July 1, 2016, by and
between the Registrant and PT. Kinerja Pay, on the one hand, and PT. Kinerja
Indonesia, organized under the laws of Indonesia (the "Service Provider"),
on the other hand. The Service Agreement was attached as an exhibit to the
Registrant's Form 8-K filed with the SEC on March 23, 2016. The Addendum is
filed as Exhibit 10.29 to this Form 8-K.
The reason for entering into the Addendum with the Service
Provider was due to the fact that the Service Provider has successfully
established the requisite infrastructure for billing, collections, payments
and related Payment Services in the furtherance of its various businesses,
including its e-Wallet and Web Portal business that were the subject of the
License Agreement between the Registrant and the Servicer Provider dated
December 1, 2015, in lieu of PT. Kinerja Pay devoting the time, efforts and
resources to develop its own Payment Services.
Pursuant to the terms of the Addendum, the Service
Provider shall: (i) collect payments from the users of the licensed web
portal, Kinerjapay.com, including cash deposits, bank transfers, debit cards
payments, credit cards payments, and other forms of payment for transactions
related to purchases or payments made for the use of PT. Kinerja Pay's
licensed web portal; and (ii) distribute the appropriate payments to
vendors, less the commissions chargeable (the "Commissions") for all
transactions generated by the users while using the licensed web portal
following receipt of payments made by the vendors, which Commissions shall
be paid to PT. Kinerja. In consideration for its Payment Services, PT.
Kinerja Pay shall pay the Service Provider a flat administrative fee of $200
per month.
The Addendum also contemplates the assignment by the
Service Provider of separate vendor agreements to PT. Kinerja Pay by or
before the end of 2016. This assignment will be subject to a separate
agreement between the parties.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On July 1, 2016, the Registrant's Board of Directors
adopted restated By-Laws (the "By-Laws"), a copy of which is
attached hereto as Exhibit 3.2. The reason for the new By-Laws was to
reflect the Registrant's name change.
Item 9.01 Financial Statements and Exhibits
(b) The following documents are filed as exhibits to
this current report on Form 8-K or incorporated by reference herein. Any document
incorporated by reference is identified by a parenthetical reference to the SEC filing
that included such document.
Exhibit No.
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Description
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3.2
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By-Laws, Restated, dated July 1, 2016, filed
herewith.
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10.29
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Addendum to Service Agreement, dated August 22, 2016, filed
herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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KinerjaPay Corp.
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By:
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/s/ Edwin Witarsa Ng
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Name:
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Edwin Witarsa Ng
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Title:
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Chief Executive Officer
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Date: September 7, 2016
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