Current Report Filing (8-k)
September 14 2016 - 4:06PM
Edgar (US Regulatory)
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):
September 8, 2016
PAYMENT DATA SYSTEMS, INC.
(Exact name of registrant
as specified in its charter)
Nevada
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000-30152
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98-0190072
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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12500 San Pedro, Suite 120, San Antonio, TX
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78216
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(Address of principal executive offices)
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(Zip Code)
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(210) 249-4100
(Registrant’s
telephone number, including area code)
Not applicable.
(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 (
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 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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Amendments to Employment Agreements
with Michael R. Long and Louis A. Hoch
On September 8,
2016, we entered into amendments to our employment agreements with Michael R. Long, our Chairman of the Board of Directors and
Louis A. Hoch, our President, Chief Executive and Chief Operating Officer and Vice Chairman of the Board of Directors.
In the event of
termination of employment as a result of death of the executive, the amount of deferred compensation owed to the executive was
amended to comprise an amount equal to 2.95 times of the executive’s base salary. The deferred compensation does not include
amounts paid or accrued to executive for bonuses or bonus compensation, benefits or equity awards. Unpaid and unearned bonus compensation
or bonus deferred compensation is forfeited. No deferred compensation will be due as long as we and/or an insurance company continues
to pay executive’s base salary, minus any monthly base salary already paid to the executive prior to his death pursuant to
the executive’s disability, to the executive’s estate for a period of up to 36 months. If these continuing payments
cease before 36 months, we will have to pay the executive’s estate the deferred compensation minus any base salary payments
within 30 days of the cessation. Further, all stock options issued to the executive and all restricted stock granted to executive
shall continue on its vesting schedule.
In
the event of termination of employment as a result of disability of the executive, the amount of deferred compensation owed to
the executive was amended to comprise an amount equal to 36 monthly base salary payments to be made monthly on a continuing basis
for up to 36 months, with the first payment due within 30 days after the event. For the avoidance of doubt, the deferred compensation
does not include amounts paid or accrued to executive for
bonuses
or bonus compensation, benefits or equity awards. Unpaid and unearned bonus compensation or bonus deferred compensation is forfeited.
Further, all stock options issued to the executive and all restricted stock granted to executive shall continue on their vesting
schedule.
The foregoing
description of the amendments to the respective employment agreements is qualified in its entirety by reference to the full text
of the amendments to the employment agreements, which are filed herewith as Exhibit 10.1 and 10.2, and are incorporated herein
by reference.
Item 9.01.
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Financial Statements and Exhibits.
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10.1 Sixth
Amendment to Employment Agreement with Michael R. Long, dated September 8, 2016.
10.2 Sixth
Amendment to Employment Agreement with Louis A. Hoch, dated September 8, 2016.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PAYMENT DATA SYSTEMS, INC.
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Date: September 14, 2016
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By:
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/s/ Louis A. Hoch
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Name:
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Louis A. Hoch
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Title:
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Chief Executive Officer and President
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