-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A0eqLrlcgPCXA5CddlBWl9Y2EEBh66VIQwvvr/TcrVvHjqVrhlR7oWPnRzK3wat2 0SNlfSJTZC1CRIlyJJrBDg== 0000911420-04-000048.txt : 20040213 0000911420-04-000048.hdr.sgml : 20040213 20040213160220 ACCESSION NUMBER: 0000911420-04-000048 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60153 FILM NUMBER: 04599094 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: WALLNER PAUL CENTRAL INDEX KEY: 0001223742 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P O BOX 32277 CITY: PHOENIX STATE: AZ ZIP: 85064 BUSINESS PHONE: 6023154788 MAIL ADDRESS: STREET 1: P O BOX 32277 CITY: PHOENIX STATE: AZ ZIP: 85064 SC 13G/A 1 d1435913.txt SCHEDULE 13G AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), and (d) and AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* HYPERCOM CORPORATION ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK ------------------------------------------------------------------------------- (Title of Class of Securities) 44913m 10 5 ------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) December 31, 2003 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] RULE 13d-1(b) [ ] RULE 13d-1(c) [X] RULE 13d-1(d) - -------------------------------- *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 the disclosures provided on a prior cover page. The information required in 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 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). - -------------------------------------------------------------------------------- 1) Name of Reportion Persons I.R.S. Identification No. Of Above Persons (Entity Only) Paul Wallner - -------------------------------------------------------------------------------- 2) Check The Appropriate Box If A Member Of A Group (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Citizenship Or Place Of Organization: United States - -------------------------------------------------------------------------------- 5) Sole Voting Power: NUMBER OF SHARES 400,000(1) BENEFICIALLY OWNED -------------------------------------------------- BY EACH REPORTING 6) Shared Voting Power PERSON WITH -0- -------------------------------------------------- 7) Sole Dispositive Power: 400,000(1) -------------------------------------------------- 8) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned By Each Reporting Person : 400,000(1) - -------------------------------------------------------------------------------- 10) Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* |_| (See Instructions) - -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Row (9): .80% of Common Stock - -------------------------------------------------------------------------------- 12) Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! (1) On September 25, 2001, the reporting person entered into an agreement with a financial institution to confirm the terms and conditions of a prepaid variable share forward transaction (the "Agreement"). Pursuant to the Agreement, (i) the derivatives dealer paid to the reporting person $1,613,734, an amount equal to 83.15% of $3.8815, the average price per share for 500,000 shares of the Issuer's common stock (the "Base Amount") and (ii) the reporting person is obligated to deliver to the derivatives dealer shares of Page 2 of 6 the issuers common stock on three successive delivery dates on September 25, 2004, October 25, 2004 and November 26, 2004. The number of such shares to be delivered on each delivery date is one third of the Base Amount. However, such number of shares to be delivered on each delivery date is subject to adjustment depending on whether the closing price per share of the Issuer's common stock on such delivery date is less than a floor price or greater than a cap price as specified in the Agreement. Pursuant to the Agreement, the reporting person has delivered to the derivatives dealer a number of shares of the Issuer's common stock in an amount sufficient to satisfy the reporting person's maximum delivery obligation under the Agreement. On each delivery date, the derivatives dealer may, under certain circumstances, use a portion of the shares of the Issuer's common stock that it is holding as collateral to satisfy the reporting person's delivery obligation. Prior to the maturity of the transaction, the reporting person is required to pay to the derivatives dealer a portion determined in accordance with a formula of any dividends received with respect to the Base Amount. The amount listed does not include the shares subject to the Agreement. Page 3 of 6 ITEM 1. (a) Name of Issuer: HYPERCOM CORPORATION (b) Address of Issuer's Principal Executive Offices: 2851 WEST KATHLEEN ROAD PHOENIX, ARIZONA 85023 ITEM 2. (a) Name of Person Filing: PAUL WALLNER (b) Address of Principal Business Office or, if none, Residence: P.O. BOX 32277 PHOENIX, ARIZONA 85064 (c) Citizenship or Place of Organization: UNITED STATES (d) Title of Class of Securities: COMMON STOCK (e) CUSIP Number: 44913M 10 5 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 3d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Page 4 of 6 ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: 400,000(1) (b) Percent of Class: .80% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 400,000(1) (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 400,000(1) (iv) Shared power to dispose or to direct the disposition of: -0- ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |X|. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON NOT APPLICABLE. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY NOT APPLICABLE. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP NOT APPLICABLE. ITEM 9. NOTICE OF DISSOLUTION OF GROUP NOT APPLICABLE. ITEM 10. CERTIFICATION NOT APPLICABLE. Page 5 of 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 2004 ------------------------------------------- Date /s/ Paul Wallner ------------------------------------------- Signature PAUL WALLNER ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----