Toggle SGML Header (+)


Section 1: S-8 (S-8 (4.10.17))

Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VeriFone Systems, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
 
04-3692546
(I.R.S. Employer
Identification No.)
 
88 West Plumeria Drive
San Jose, California 95134
(Address of Principal Executive Offices)
 
VeriFone Systems, Inc. Amended and Restated 2006 Equity Incentive Plan
(Full Title of the Plan)

Albert Y. Liu
Executive Vice President, Corporate Development and General Counsel
VeriFone Systems, Inc.
88 West Plumeria Drive
San Jose, California 95134
(408) 232-7800
(Name, address and telephone number, including area code, of agent for service)

Copies to:
 
Scott D. Miller
Sarah P. Payne
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, California 94303
(650) 461-5600
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer    [X]                     Accelerated filer             [ ]
Non-accelerated filer    [ ]                     Smaller reporting company     [ ]

CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount
to be
Registered(1)
Proposed Maximum
Offering Price
Per Share(2)
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common Stock, par value $0.01 per share
8,750,000 shares
$ 18.19
$159,162,500
$18,446.94






(1)
Additional shares that are available for grant under VeriFone Systems, Inc.'s (the "Registrant") Amended and Restated 2006 Equity Incentive Plan, as amended and approved by its stockholders at its Annual Meeting of Stockholders on March 23, 2017. Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement shall also cover additional shares of Common Stock which may become issuable by reason of any stock split, stock dividend, recapitalization or other similar transactions effected without consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock.
(2)
Estimated solely for purposes of computing the amount of the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, the proposed maximum offering price per share is based on the reported average of the high and low prices for the Registrant's Common Stock on the New York Stock Exchange on April 5, 2017.

























EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E to Form S-8. This Registration Statement is filed by the Registrant to register an additional 8,750,000 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Registrant, which may be awarded under the Registrant's Amended and Restated 2006 Equity Incentive Plan (the "Plan"). On March 23, 2017, the Registrant's stockholders approved the amendment and restatement of the Plan that increased by 8,750,000 the number of shares of Common Stock with respect to which the Registrant may make awards under the Plan and extended the term of the Plan to March 23, 2027. The contents of the Registrant's Registration Statements on Form S-8 filed March 23, 2006 registering 9,000,000 shares of Common Stock (Commission File No. 333-132650), Form S-8 filed October 10, 2008 registering 4,200,000 shares of Common Stock (Commission File No. 333-154169), Form S-8 filed August 11, 2011 registering 6,000,000 shares of Common Stock (Commission File No. 333-176242), Form S-8 filed July 17, 2013 registering 9,250,000 shares of Common Stock (Commission File No. 333-189994) and Form S-8 filed April 16, 2015 registering 8,750,000 shares of Common Stock (Commission File No. 333-203456) are incorporated herein by reference and made a part hereof.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5.     Interests of Named Experts and Counsel.

The validity of the Common Stock covered by this Registration Statement is being passed upon by Albert Y. Liu, Executive Vice President, Corporate Development and General Counsel of the Registrant. As of the date of this Registration Statement, Mr. Liu beneficially owns approximately 219,281 shares of Common Stock, including stock options exercisable within sixty (60) days of the date of this Registration Statement.

Item 8. Exhibits.

Exhibit No.
 
Description
4.1(1)
 
Amended and Restated Certificate of Incorporation of the Registrant, as amended
4.2(2)
 
Amended and Restated Bylaws of the Registrant
4.3(3)
 
Form of Specimen Certificate for Common Stock; reference is made to Exhibit 4.1
4.4(4)
 
Verifone Systems, Inc. Amended and Restated 2006 Equity Incentive Plan
5.1*
 
Opinion of Albert Y. Liu
23.1*
 
Consent of Independent Registered Public Accounting Firm
23.2*
 
Consent of Albert Y. Liu (included in Exhibit 5.1 hereto)
24.1*
 
Powers of Attorney (included on the signature page hereof)
____________________






* Filed herewith.
 
 
(1)
Incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K, filed on December 21, 2010.
(2)
Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed December 20, 2016.
(3)
Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registrant's Registration Statement on Form S-1 (File No. 333-121947), filed on April 18, 2005.
(4)
Incorporated by reference to Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A, filed on February 9, 2017.




















































SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 10th day of April, 2017.
VERIFONE SYSTEMS, INC.
 
By:
/s/ Albert Liu
Name:
Albert Liu
Title:
Executive Vice President, Corporate Development and General Counsel

POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marc Rothman and Albert Liu, and each of them, his or her true and lawful attorneys-in-fact and agents with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 10th day of April, 2017:
Signature
Title
/s/ Paul Galant
Paul Galant
Chief Executive Officer (principal executive officer) and Director
/s/ Marc E. Rothman
Marc E. Rothman
 
Executive Vice President and Chief Financial Officer (principal financial and accounting officer)
/s/ Alex W. (Pete) Hart
Alex W. (Pete) Hart
 
Chairman of the Board of Directors
/s/ Robert W. Alspaugh
Robert W. Alspaugh
 
Director
/s/ Karen Austin
Karen Austin
 
Director
/s/ Robert B. Henske
Robert B. Henske
 
Director
/s/ Eitan Raff
Eitan Raff
 
Director
/s/ Jonathan I. Schwartz
Jonathan I. Schwartz
 
Director
/s/ Jane J. Thompson
Jane J. Thompson
 
Director






INDEX TO EXHIBITS
Exhibit No.
 
Description
4.1(1)
 
Amended and Restated Certificate of Incorporation of the Registrant, as amended
4.2(2)
 
Amended and Restated Bylaws of the Registrant
4.3(3)
 
Form of Specimen Certificate for Common Stock; reference is made to Exhibit 4.1
4.4(4)
 
Verifone Systems, Inc. Amended and Restated 2006 Equity Incentive Plan

5.1*
 
Opinion of Albert Y. Liu
23.1*
 
Consent of Independent Registered Public Accounting Firm
23.2*
 
Consent of Albert Y. Liu (included in Exhibit 5.1 hereto)
24.1*
 
Powers of Attorney (included on the signature page hereof)
____________________
* Filed herewith.
 
 
(1)
Incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K, filed on December 21, 2010.
(2)
Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed December 20, 2016.
(3)
Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Registrant's Registration Statement on Form S-1 (File No. 333-121947), filed on April 18, 2005.
(4)
Incorporated by reference to Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A, filed on February 9, 2017.




(Back To Top)

Section 2: EX-5.1 (EXHIBIT 5.1 LEGAL OPINION)

Exhibit




Exhibit 5.1
2000035980_verifonelogoa13.jpg



VeriFone Systems, Inc.
88 West Plumeria Drive
San Jose, California 95134

April 10, 2017
Ladies and Gentlemen:
I have acted as counsel to VeriFone Systems, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-8 (such Registration Statement, as amended or supplemented, the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), relating to the proposed registration of up to 8,750,000 shares of the Company's common stock, par value $0.01 per share (the "Shares").
In so acting, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as I have deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of documents submitted to me as certified or photostatic copies and the authenticity of the originals of such latter documents. As to all matters of fact, I have relied on the representations and statements of fact made in the documents so reviewed, and I have not independently established the facts so relied on.
For purposes of this opinion letter, I have assumed that at the time of offer or sale of any Shares, the Registration Statement will be effective under the Act and no stop order suspending its effectiveness will have been issued and remain in effect.
Based on the foregoing, and subject to the qualifications stated herein, I am of the opinion that when the Registration Statement has become effective under the Act, the terms of the sale of the Shares have been duly established in conformity with the Company's certificate of incorporation and the Company's Amended and Restated 2006 Equity Incentive Plan, as the case may be (together, the "Plan Documents"), so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Shares have been duly issued as contemplated by the Registration Statement and the Plan Documents, the Shares offered pursuant to the Registration Statement will be validly issued, fully paid and nonassessable.
The opinion herein is limited to the General Corporation Law of the State of Delaware, and I express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction.
I consent to the filing of this opinion as an exhibit to the Registration Statement. I also consent to any and all references to myself in the prospectus which is part of said Registration Statement. In giving this consent, I do





not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Albert Liu
Albert Liu
Executive Vice President, Corporate Development and General Counsel



(Back To Top)

Section 3: EX-23.1 (EXHIBIT 23.1 - AUDITOR CONSENT)

Exhibit


Exhibit 23.1

Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the VeriFone Systems, Inc. Amended and Restated 2006 Equity Incentive Plan of VeriFone Systems, Inc. of our reports dated December 27, 2016, with respect to the consolidated financial statements of VeriFone Systems, Inc. and the effectiveness of internal control over financial reporting of VeriFone Systems, Inc. included in its Annual Report (Form 10-K) for the year ended October 31, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California
April 10, 2017



(Back To Top)