Hypercom Corporation

0000892569-08-000061.txt : 20080122 0000892569-08-000061.hdr.sgml : 20080121 20080122162107 ACCESSION NUMBER: 0000892569-08-000061 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080122 DATE AS OF CHANGE: 20080122 GROUP MEMBERS: ALEX MERUELO GROUP MEMBERS: ALISE INSURANCE COMPANY, INC. GROUP MEMBERS: ARMANDO DELGADO GROUP MEMBERS: LUIS ARMONA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HYPERCOM CORP CENTRAL INDEX KEY: 0001045769 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 860828608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60153 FILM NUMBER: 08542105 BUSINESS ADDRESS: STREET 1: 2851 W KATHLEEN RD CITY: PHOENIX STATE: AZ ZIP: 85023 BUSINESS PHONE: 6025045000 MAIL ADDRESS: STREET 1: 2851 WEST KATHLEEN ROAD CITY: PHOENIX STATE: AZ ZIP: 85023 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Meruelo Alex Living Trust CENTRAL INDEX KEY: 0001372647 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9550 FIRESTONE BLVD. STREET 2: SUITE 105 CITY: DOWNEY STATE: CA ZIP: 90241 BUSINESS PHONE: 214-651-5291 MAIL ADDRESS: STREET 1: 9550 FIRESTONE BLVD. STREET 2: SUITE 105 CITY: DOWNEY STATE: CA ZIP: 90241 SC 13D/A 1 a37237sc13dza.htm AMENDMENT NO.1 TO SCHEDULE 13D Hypercom Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13-2(a)

Hypercom Corporation

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

44913M105

(CUSIP Number)

George Wall
Rutan & Tucker, LLP
611 Anton Boulevard, Suite 1400
Costa Mesa, California 92626
(714) 641-3450

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 15, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(continued on following pages)
(Page 1 of 14 Pages)


CUSIP No. 44913M105			SCHEDULE 13D/A			Page 2 of 14


1	NAMES OF REPORTING PERSONS Alex Meruelo Living Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	OO – Trust Funds

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	California

		7	SOLE VOTING POWER

NUMBER OF			2,520,000 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,520,000 (1)

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,520,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.7% (2)

14	TYPE OF REPORTING PERSON

	OO – Trust

(1)		The power to vote the shares of Hypercom Corporation is exercised through the Alex Meruelo Living Trust’s sole trustee, Alex Meruelo.

(2)		The number of outstanding shares of Common Stock for purposes of this calculation consists of 53,148,718 shares outstanding as of November 5, 2007, as reported in the Company’s Form 10-Q filed for the quarterly period ending September 30, 2007.


CUSIP No. 44913M105			SCHEDULE 13D/A			Page 3 of 14


1	NAMES OF REPORTING PERSONS Alex Meruelo I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			2,520,000 (1)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,520,000 (1)

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,520,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.7% (2)

14	TYPE OF REPORTING PERSON

	IN

(1)		Alex Meruelo is the beneficial owner of the reported shares by virtue of his position as trustee of the Alex Meruelo Living Trust.

(2)		The number of outstanding shares of Common Stock for purposes of this calculation consists of 53,148,718 shares outstanding as of November 5, 2007, as reported in the Company’s Form 10-Q filed for the quarterly period ending September 30, 2007.


CUSIP No.		44913M105	SCHEDULE 13D/A	Page		4 of 14


1	NAMES OF REPORTING PERSONS Luis Armona I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			760,000

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			760,000

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	760,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	1.4% (1)

14	TYPE OF REPORTING PERSON

	IN

(1) The number of outstanding shares of Common Stock for purposes of this calculation consists of 53,148,718 shares outstanding as of November 5, 2007, as reported in the Company’s Form 10-Q filed for the quarterly period ending September 30, 2007.


CUSIP No.		44913M105	SCHEDULE 13D/A	Page		5 of 14


1	NAMES OF REPORTING PERSONS Alise Insurance Company, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Utah

		7	SOLE VOTING POWER

NUMBER OF			600,000

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			600,000

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	600,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	1.1% (1)

14	TYPE OF REPORTING PERSON

	IC


CUSIP No.		44913M105	SCHEDULE 13D/A	Page		6 of 14


1	NAMES OF REPORTING PERSONS Armando Delgado I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			15,000

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			15,000

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	15,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.0% (1)

14	TYPE OF REPORTING PERSON

	IN



CUSIP No. 44913M105	SCHEDULE 13D/A	Page 7 of 14

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed on November 13, 2007 (the “Initial Filing”) by the Alex Meruelo Living Trust (the “Meruelo Trust”), Alex Meruelo (“Meruelo”) and Luis Armona (“Armona”). Each of the Meruelo Trust, Meruelo and Armona, together with the Alise Insurance Company, Inc. (“Alise”) and Armando Delgado (“Delgado”), shall be a “Reporting Person,” and collectively the “Reporting Persons.”

All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to them in the Initial Filing.

Item 2. Identity and Background

Item 2 is amended to reflect the following:

(a) This Amendment is filed by:

(i) The Meruelo Trust, a trust formed in California, with respect to the Common Stock directly and beneficially owned by it; Meruelo is the sole trustee of the Meruelo Trust;

(ii) Meruelo with respect to the Common Stock beneficially owned by him by virtue of his position as the sole trustee of the Meruelo Trust;

(iii) Armona with respect to the Common Stock directly and beneficially owned by him;

(iv) Alise, a Utah corporation, with respect to the Common Stock directly and beneficially owned by it; and

(v) Delgado with respect to the Common Stock directly and beneficially owned by him.

Additionally, the names and present positions of each of the directors and executive officers and control persons of Alise (each a “Control Individual,” and collectively the “Control Individuals”) are set forth below:

(i) Meruelo is the holder of 49% of the common voting stock of Alise and is also the Vice President and a member of the board of directors of Alise.

(ii) Armona is the holder of 51% of the common voting stock of Alise and is also the President, Secretary and a member of the board of directors of Alise.

(iii) Michael Meltzer (“Meltzer”) is the Treasurer of Alise.

(iv) E. Jay Sheen (“Sheen”) is a member of the board of directors of Alise.

Each of the Reporting Persons is party to that certain Amended and Restated Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Amendment.

(b) The address of the principal office of each of the Reporting Persons and Meltzer is 9550 Firestone Blvd., Suite 105, Downey, California 90241. The address and principal office of Sheen is 7613 Jordan Landing #200, West Jordan, Utah 84084.



CUSIP No. 44913M105	SCHEDULE 13D/A	Page 8 of 14

(c) The Meruelo Trust is a grantor trust. The principal business of Alise is insurance underwriting and other insurance related businesses. In addition to the positions with Alise noted above, the principal business and occupation of each of Meruelo and Armona is residential and commercial real estate development, underground utility construction and restaurant franchising and operations. In addition to the position with Alise noted above, the principal business and occupation of Meltzer is Chief Financial Officer of Meruelo Enterprises, Inc., a California corporation. In addition to the position with Alise noted above, the principal business and occupation of Sheen is the practice of law. The principal business and occupation of Delgado is Vice President of Real Estate & Business Development for Merona Enterprises, Inc., a California corporation.

(d) No Reporting Person or Control Individual has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person or Control Individual has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Meruelo Trust is a trust formed under the laws of the State of California. Alise is a Utah corporation. Meruelo, Armona, Meltzer, Sheen and Delgado are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended to reflect the following:

As of January 18, 2008, the Reporting Persons had purchased, in open market purchases, an aggregate of 3,895,000 shares of Common Stock, for a total purchase price of approximately $21,693,504, including brokerage commissions. The Reporting Persons purchased such shares with a combination of trust funds from the Meruelo Trust, personal funds and the working capital of Alise.

All open market purchases were funded by the funds noted above, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. In such instances, the positions held in the margin accounts are held as collateral security for the repayment of debit balances in the accounts.

Item 4. Purpose of Transaction.

Item 4 is amended to reflect the following:

The Reporting Persons have acquired the shares of Common Stock for investment purposes. The Reporting Persons from time to time intend to review their investments in the Company on the basis of various factors, including the Company’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of common stock or disposal of some or all of the shares of Common Stock currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons, either in the open market or in privately negotiated transactions.



CUSIP No. 44913M105	SCHEDULE 13D/A	Page 9 of 14

In addition, the Reporting Persons intend to engage in communications with one or more stockholders, officers or directors of the Company, including discussions regarding the Company’s operations and strategic direction and ideas that, if effected, may result in, among other things: (a) the acquisition by the Reporting Persons of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) changes in the present board of directors or management of the Company; (e) a material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s certificate of incorporation or bylaws or other actions which may impede the acquisition of control of the Company by any person; (h) causing any class of the Company’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above. Except to the extent that the foregoing discussions may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.

Item 5. Interest in Securities of the Issuer.

Item 5 is amended to reflect the following:

(a) As of January 18, 2008, the Meruelo Trust was the beneficial owner of 2,520,000 shares of Common Stock (which represents approximately 4.7% of the outstanding shares of Common Stock of the Company, based on information reported in the Company’s Form 10-Q filed for the quarterly period ending September 30, 2007). Pursuant to Rule 13d-3, Meruelo is deemed the beneficial owner of shares of Common Stock held by the Meruelo Trust due to his position as trustee of such trust, and because the trust is revocable. As of January 18, 2008, Armona was the beneficial owner of 760,000 shares of Common Stock (which represents approximately 1.4% of the outstanding shares of Common Stock of the Company, based on information reported in the Company’s Form 10-Q filed for the quarterly period ending September 30, 2007). As of January 18, 2008, Alise was the beneficial owner of 600,000 shares of Common Stock (which represents approximately 1.1% of the outstanding shares of Common Stock of the Company, based on information reported in the Company’s Form 10-Q filed for the quarterly period ending September 30, 2007). As of January 18, 2008, Delgado was the beneficial owner of 15,000 shares of Common Stock (which represents approximately 0.0% of the outstanding shares of Common Stock of the Company, based on information reported in the Company’s Form 10-Q filed for the quarterly period ending September 30, 2007). As of January 18, 2008, the Reporting Persons were the beneficial owners of 3,895,000 shares of Common Stock (which represents approximately 7.3% of the outstanding shares of Common Stock of the Company, based on information reported in the Company’s Form 10-Q filed for the quarterly period ending September 30, 2007).



CUSIP No. 44913M105	SCHEDULE 13D/A	Page 10 of 14

(b)


	Shared				Shared		Sole
	Voting		Sole Voting		Dispositive		Dispositive
	Power		Power		Power		Power
Meruelo Trust		0		2,520,000		0		2,520,000

Meruelo		0		2,520,000		0		2,520,000

Armona		0		760,000		0		760,000

Alise		0		600,000		0		600,000

Delgado		0		15,000		0		15,000

(c) Since the most recent filing of the Schedule 13D, the only transactions in the Common Stock effected by the Meruelo Trust was the following open market purchase:


			Number of Shares
Date	Price Per Share		Acquired
1/17/2008	$	3.98		20,000

Since the most recent filing of the Schedule 13D, the only transactions in the Common Stock effected by Armona were the following open market purchases:


			Number of Shares
Date	Price Per Share		Acquired
11/12/2007	$	5.11		4,000

11/20/2007	$	5.09		4,600

11/26/2007	$	5.14		1,400

Since the most recent filing of the Schedule 13D, the only transactions in the Common Stock effected by Alise were the following open market purchases:


			Number of Shares
Date	Price Per Share		Acquired
12/20/2007	$	4.82		250,000

1/4/2008	$	4.59		19,178

1/4/2008	$	4.59		50,000

1/4/2008	$	4.59		25,000

1/8/2008	$	4.53		20,822

1/8/2008	$	4.53		10,000

1/8/2008	$	4.53		25,000

1/10/2008	$	4.23		25,000


CUSIP No. 44913M105		SCHEDULE 13D/A		Page 11 of 14


Date	Price Per Share		Number of Shares Acquired
1/10/2008	$	4.32		25,000

1/10/2008	$	4.23		25,000

1/10/2008	$	4.33		25,000

1/15/2008	$	4.07		15,000

1/15/2008	$	4.06		10,000

1/15/2008	$	4.06		10,000

1/15/2008	$	4.07		15,000

1/15/2008	$	4.07		10,000

1/15/2008	$	4.08		15,000

1/16/2008	$	4.03		25,000

Since the most recent filing of the Schedule 13D, the only transactions in the Common Stock effected by Delgado was the following open market purchase:


Date	Price Per Share		Number of Shares Acquired
1/17/2008	$	3.86		10,000

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is amended to reflect the following:

On November 12, 2007, the Meruelo Trust, Meruelo and Armona entered into a Joint Filing Agreement, in which the parties thereto agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company to the extent required by applicable law.

Subsequently, on January 18, 2008, the Reporting Persons entered into an Amended and Restated Joint Filing Agreement (the “Amended and Restated Joint Filing Agreement”) in which the parties thereto agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the Common Stock of the Company to the extent required by applicable law. The Amended and Restated Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, including the Control Individuals, with respect to the securities of the Company.


CUSIP No. 44913M105		SCHEDULE 13D/A		Page 12 of 14

Item 7. Material to be Filed as Exhibits.


Exhibit		Description

99.2		Amended and Restated Joint Filing Agreement, dated January 18, 2008, entered into by and among the Alex Meruelo Living Trust, Alex Meruelo, Luis Armona, Alise Insurance Company, Inc. and Armando Delgado.


CUSIP No. 44913M105		SCHEDULE 13D/A		Page 13 of 14

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: January 18, 2008	Alex Meruelo Living Trust

	By:	/s/ Alex Meruelo

		Alex Meruelo, Trustee

	/s/ Alex Meruelo

	Alex Meruelo

	/s/ Luis Armona

	Luis Armona

	Alise Insurance Company, Inc.

	By:	/s/ Luis Armona

		Luis Armona, President

	/s/ Armando Delgado

	Armando Delgado


CUSIP No. 44913M105		SCHEDULE 13D/A		Page 14 of 14

EXHIBIT FILED WITH THIS SCHEDULE


Exhibit		Description

99.2		Amended and Restated Joint Filing Agreement, dated January 18, 2008, entered into by and among the Alex Meruelo Living Trust, Alex Meruelo, Luis Armona, Alise Insurance Company, Inc. and Armando Delgado.

EX-99.2 2 a37237exv99w2.htm EXHIBIT 99.2 Exhibit 99.2


CUSIP No. 44913M105		SCHEDULE 13D/A

Exhibit 99.2

AMENDED AND RESTATED
JOINT FILING AGREEMENT

On November 12, 2007, the Alex Meruelo Living Trust, Alex Meruelo and Luis Armona entered into that certain Joint Filing Agreement. The parties hereto agree, for good and valuable consideration, to amend and restate such Joint Filing Agreement pursuant to the terms and conditions set forth herein.

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $.001 par value per share, of Hypercom Corporation, a Delaware corporation, and further agree that this Amended and Restated Joint Filing Agreement be included as an Exhibit to such joint filings.

In evidence thereof, the undersigned, being duly authorized, have executed this Amended and Restated Joint Filing Agreement this 18th day of January, 2008.


		Alex Meruelo Living Trust

		By:		/s/ Alex Meruelo

				Alex Meruelo, Trustee

		/s/ Alex Meruelo

		Alex Meruelo

		/s/ Luis Armona

		Luis Armona

		Alise Insurance Company, Inc.

		By:		/s/ Luis Armona

				Luis Armona, President

		/s/ Armando Delgado

		Armando Delgado