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 2, 2007
VERIFONE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-32465
(Commission File Number)
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04-3692546
(IRS Employer
Identification No.) |
2099 Gateway Place, Suite 600
San Jose, CA 95110
(Address of principal executive offices with zip code)
(408) 232-7800
(Registrant’s telephone number, including area code)
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 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)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers
On August 2, 2007, VeriFone Holdings, Inc. (the “Company”) entered into a Confidential
Separation Agreement (the “Agreement”) with William G. Atkinson, the Company’s former Executive
Vice President, Payment Systems. The Agreement is effective as of Mr. Atkinson’s July 18, 2007
separation date. The material terms of the Agreement include the following:
1. Covenants.
Mr. Atkinson has agreed, among other things: (i) to refrain from directly or indirectly
participating in the business or management of, investing in, contributing capital to or raising
capital for any person, including certain named companies, that is engaged in any business that
designs, develops, manufactures, markets or sells point-of-sale payment hardware, software or
services, including any credit/debit card payment solution and related support services; (ii) to
refrain from soliciting employees, clients, customers, vendors, consultants or agents of the
Company through July 18, 2009; (iii) to perform limited consulting services upon the Company’s
reasonable request and to cooperate with the Company in relation to actual or potential litigation,
or other real or potential disputes; and (iv) to refrain from directly or indirectly divulging any
of the Company’s confidential information.
2. Mutual Covenants.
The Company and Mr. Atkinson have each agreed to mutual releases for potential legal claims;
and mutual covenants not to bring any legal action against one another with respect to any claim
released in the Agreement or arising out of Mr. Atkinson’s employment with the Company or its
affiliates.
3. Consideration.
Subject
to Mr. Atkinson’s compliance with terms of the Agreement,
the Company has agreed to, among
other things: (i) make severance payments to Mr. Atkinson of $300,000 payable through August 2008;
(ii) pay Mr. Atkinson all his unpaid salary up to his date
of separation and an amount of $50,000,
representing Mr. Atkinson’s target cash bonus for the Company’s fiscal quarter ended July 31, 2007
and (iii) provide Mr. Atkinson with extended health benefits and
outplacement services through July 18, 2008.
In addition, on October 31, 2009, if Mr. Atkinson has complied with all of the terms of the
Agreement, Mr. Atkinson will be entitled to exercise the unsold portion of his awards under the
Company’s 2005 Employee Equity Incentive Plan and 2006 Equity Incentive Plan that would have vested
through October 31, 2007.
The foregoing description of the Agreement is qualified in its entirety by reference to the
provisions of the Agreement attached as Exhibit 10.1 to this current report on Form 8-K.