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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): December 14, 1999
HYPERCOM CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 1-13521 86-0828608
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(State or other jurisdiction (Commission (IRS Employer Identification
of incorporation) File Number) No.)
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2851 WEST KATHLEEN ROAD, PHOENIX, ARIZONA 85053
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (602) 504-5000
Not applicable.
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On December 15, 1999, Hypercom Corporation (the "Company") announced
that it had entered into an Agreement of Purchase and Sale of Assets dated as of
December 14, 1999 (the "Purchase Agreement"), by and among the Company, Hypercom
Financial, Inc., a wholly-owned subsidiary of the Company, Golden Eagle LLC
("Golden Eagle"), Golden Corporation, Leonard E. Friedlander, and Lawrence T.
Lawler, Jr., which sets forth the terms and conditions of the proposed
acquisition by Hypercom Financial, Inc. of substantially all of the assets and
business and the assumption of certain liabilities of Golden Eagle.
A copy of the press release announcing the signing of the Purchase
Agreement is filed herewith as Exhibit 99.1 and is hereby incorporated by
reference into this Item 5.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
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Exhibit Number Description
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99.1 Press Release dated December 15, 1999
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SIGNATURE
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.
HYPERCOM CORPORATION
Date: December 17, 1999 /s/ Jonathon Killmer
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Jonathon Killmer
Chief Financial Officer and
Chief Administrative Officer
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Exhibit Index
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Exhibit Number Description
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99.1 Press Release dated December 15, 1999
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EXHIBIT 99.1
HYPERCOM CORPORATION SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
GOLDEN EAGLE LLC AND GOLDEN LEASING
LEADING MICRO-TICKET LEASING ORGANIZATION BRINGS VITAL COMPONENT TO
HYPERCOM'S EPIC STRATEGY
PHOENIX, Dec. 15 /PRNewswire/ -- Hypercom Corporation (NYSE:
HYC), a global provider of end-to-end electronic and
e-commerce payment solutions, today announced that it has
signed a definitive agreement to acquire substantially all of
the assets of Golden Eagle LLC and Golden Leasing ("Golden"),
a micro-ticket leasing organization for point-of-sale
terminals. The acquisition of Golden will add a leasing
component to Hypercom's ePic (ePOS-infocommerce) strategy.
The acquisition, for an additional payment of $18.5 million
in cash and $4 million in stock, with additional earn out
payments if certain objectives are met, is expected to close
in early January 2000, subject to customary closing
conditions.
Golden, located in Ridgefield, CT, will operate as a
standalone business unit under the name of Golden Leasing,
and will enable Hypercom to offer the ISO/bank processor
marketplace a comprehensive, all inclusive equipment
acquisition/deployment program encompassing purchase, rental
or lease options for the equipment.
"Hypercom has just announced its Internet-based
ePOS-infocommerce (ePic) system," said George Wallner,
president and CEO of Hypercom. "This web-enabled countertop
electronic payment commerce and information platform will
replace the traditional card payment terminals with its
Internet-enabled touch-screen ICE terminals. The ability to
provide integrated micro-leasing is a critical element of
this replacement strategy. Golden is a leader in its
industry. They will provide Hypercom with the POS equipment
leasing infrastructure to deliver and manage our end-to-end
solution in the leasing transaction marketplace. We expect
that it will create significant recurring revenue
opportunities -- for merchants, for processors, for acquirers
-- and for Hypercom."
"ePic integrates touch-screen based, point-of-sale hardware,
client/server software, and Internet web technologies into an
integrated system that brings the power of the Internet to
the point-of-sale," said Wallner. The value-added
applications associated with this high-performance system
include electronic receipt (signature) capture, electronic
coupons, advertising, email and electronic commerce. "These
new applications provide much more than just a terminal. As a
result, there is an opportunity for recurring revenues to the
merchants, processors, acquirers and Hypercom, and Golden
provides us with the foundation for managing these services
in the leasing transaction marketplace," said Wallner.
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ABOUT HYPERCOM CORPORATION
Hypercom Corporation is a global provider of end-to-end
electronic payment solutions, including card payment systems,
peripherals, network products, software and e-commerce
payment solutions that add value at the point-of-sale for
consumers, merchants and acquirers.
Headquartered in Phoenix, Arizona, Hypercom(R) markets its
products in more than 70 countries through a global network
of affiliates and offices in Argentina, Australia, Brazil,
Chile, China, Germany, Hong Kong, Hungary, Japan, Mexico,
Russia, Singapore, Sweden, the United Kingdom and Venezuela.
Hypercom's Internet address is www.hypercom.com.
Forward-Looking Statements
Certain statements in this press release may be
forward-looking statements within the meaning of the federal
securities laws. These statements include, among others,
anticipated future recurring revenue opportunities.
Forward-looking statements are inherently subject to risk and
uncertainties, some of which cannot be predicated or
quantified. You should be aware that our actual results could
differ materially from those contained in the forward-looking
statements due to a number of factors, some of which are
beyond our control. Factors that could affect our results and
cause them to differ from those contained in the
forward-looking statements include: industry and competitive
factors and product delays that may impact sales growth;
unanticipated expenses; market reluctance to new products and
technologies; failure to successfully negotiate definitive
agreements and complete transactions, such as with Golden
Eagle LLC and Golden Leasing; and inability to assimilate
acquisitions, in an appropriate or timely manner. You should
also consider carefully statements contained in our reports
filed with the Securities and Exchange Commission, including
our Annual Report on Form 10-K for the fiscal year ended June
30, 1999 which address additional factors that could cause
our actual results to differ from those set forth in the
forward-looking statements found in this press release.
Hypercom is a registered trademark of Hypercom Corporation.
All other products or services mentioned in this document are
trademarks, service marks, registered trademarks or
registered service marks of their respective owners.
SOURCE Hypercom Corporation
CONTACT: Jonathon E. Killmer, 602-504-5224, or
[email protected], or Maureen McGarrigle, 602-504-4802,
or [email protected], both of Hypercom Corporation.
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