8-K

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):  October 8, 2014

PAID, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-28720	73-1479833
(State or Other Jurisdiction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

200 Friberg Parkway Suite 4004 Westborough, Massachusetts	01581
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 861-6050

n/a

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

(a) On October 10, 2014, the Company filed an amendment to its Certificate of Incorporation to increase its authorized shares of common stock from 350,000,000 to 550,000,000. The Certificate of Amendment is attached hereto at Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Special Meeting of Stockholders of the Company held October 8, 2014 was called

1. To approve an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized shares of common stock from 350,000,000 to 550,000,000;

2. To approve an amendment to the Company’s Certificate of Incorporation to authorize the issuance of up to 50,000,000 shares of blank check preferred stock;

3. To approve an amendment to the Company’s Certificate of Incorporation to make effective a reverse stock split at a range of 1 for 10 through 1 for 50 and to reduce the number of authorized shares of the Company’s common stock, subject to the Board of Director’s discretion;

4. To ratify the selection of KMJ Corbin & Company LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2014;

5. To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies with respect to Proposals 1, 2 and 3.

The following table sets forth the number of votes cast for and against, and the number of abstentions and non- votes, with respect to each proposal.

	Number of Votes
	For	Against	Abstain	Non-Votes
To approve an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized shares of common stock from 350,000,000 to 550,000,000	219,163,875	50,186,052	7,036,571	0
To approve an amendment to the Company’s Certificate of Incorporation to authorize the issuance of up to 50,000,000 shares of blank check preferred stock	100,559,468	26,509,829	236,200	149,081,001
To approve an amendment to the Company’s Certificate of Incorporation to make effective a reverse stock split at a range of 1 for 10 through 1 for 50 and to reduce the number of authorized shares of the Company’s common stock, subject to the Board of Director’s discretion	227,337,846	47,931,004	1,117,648	0
To ratify the selection of KMJ Corbin & Company LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2014	256,186,494	14,300,441	5,899,563	0
To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies with respect to Proposals 1, 2 and 3.	225,320,853	46,036,718	5,028,927	0

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
3.1	Certificate of Amendment to Certificate of Incorporation of PAID, Inc.
99.1	Press Release

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.

	PAID, INC.
Date:       October 15, 2014	By:	/s/ W. Austin Lewis, IV
		W. Austin Lewis, IV, CEO

Exhibit Number	Description
3.1	Certificate of Amendment to Certificate of Incorporation of PAID, Inc.
99.1	Press Release

EX-3.1

EXHIBIT 3.1      CERTIFICATE OF AMENDMENT

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
PAID, INC.

PAID, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by unanimous written consent of its members pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, filed with the minutes of the Board of Directors, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation.

RESOLVED, that the Certificate of Incorporation of PAID, Inc. be amended by changing the FOURTH Article thereof so that, as amended said Article shall be and read in its entirety as follows:

“FOURTH: The amount of total authorized capital stock of the corporation shall consist of 550,000,000 shares of common stock having a par value of $.001 each (“Common Stock”).”

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of section 242 and Section 228 of the General Corporation Law of the State of Delaware.

FOURTH: That this Certificate of Amendment to the Certificate of Incorporation shall be effective on October 13, 2014.

IN WITNESS WHEREOF, said PAID, Inc. has caused this Certificate to be executed, acknowledged and filed by its President this 10^th day of October, 2014

PAID, INC.
By:	/s/  W. Austin Lewis, IV
	W. Austin Lewis, IV, President

EX-99.1

EXHIBIT 99.1     PRESS RELEASE

PAID, INC. ANNOUNCES RESULTS FROM SPECIAL MEETING OF STOCKHOLDERS, AS WELL AS AN UPDATE FROM THE PATENT TRIAL AND APPEAL BOARD (PTAB)

October 15, 2014

PAID, Inc. (OTCBB: PAYD) held a special meeting of stockholders in Westborough, MA on October 8, 2014. The results of the meeting are as follows:

Proposals 1 (to increase authorized shares), 3 (to permit the Board to effect a reverse stock split in its discretion), 4 (to ratify the selection of the Company’s auditors), and 5 (to permit adjournment for a later date), all of which were routine, passed with the required vote. Proposal 2, which was considered non routine, did not pass, as only 39% of PAID’s stockholders voted on this proposal. Of those stockholders that did vote, 79% voted in favor of Proposal 2.

A full table of the voting results will be issued in a separate 8-K filing with the SEC today.

"I am happy that most of the proposals introduced to the stockholders passed and I would like to thank the stockholders for their participation in the special meeting and the voting process.” stated Austin Lewis, CEO of PAID, Inc.

In addition, on September 30, 2014 the Patent Trial and Appeal Board (PTAB) announced that it had granted petitions filed by eBay for covered business method review of PAID’s United States Patent Nos. 8,635,150, 8,521,642, 8,352,357, and 7,930,237, entitled “Method and System for Improved Online Auction”.

“The Company and its attorneys at Hunton and Williams continue to follow the process laid out by the PTAB, and expect to have the Company’s response filed with the PTAB by December 22, 2014 and look forward to the final oral argument currently set for June 9, 2015,” Lewis said. “The entire review should take no longer than 12 months to complete, as the process is designed to expeditiously resolve questions of patentability and validity. We feel confident about the strength and validity of PAID’s foundational intellectual property and we welcome an efficient and prompt process that will give PAID the opportunity to demonstrate the value of our patents.”

“The Company continues to focus its resources on further developing and upgrading its AuctionInc ShopCart with its Integrated Shipping Calculator as well as our new website www.shippingcalc.com which allows Auction and E-commerce companies to integrate our shipping solutions into their platforms” added Lewis.

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995:

Statements in this news release looking forward in time involve risks and uncertainties, including the risks associated with the effect of changing economic conditions, trends in the markets, the status and timeline of patent litigation and patent appeal board review, the successful monetization of the patent, variations in the Company's cash flow, competition, business development efforts, technology availability and cost of materials and other risk factors. Factors that could cause actual results to differ materially are discussed in the Company's most recent filings with the Securities and Exchange Commission.