0001104659-05-034455.txt : 20050727 0001104659-05-034455.hdr.sgml : 20050727 20050727163641 ACCESSION NUMBER: 0001104659-05-034455 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050727 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050727 DATE AS OF CHANGE: 20050727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND PAYMENT SYSTEMS INC CENTRAL INDEX KEY: 0001144354 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51265 FILM NUMBER: 05977718 BUSINESS ADDRESS: STREET 1: 130 NASSAU STREET CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 6096833850 8-K 1 a05-12397_28k.htm 8-K

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) July 27, 2005

Heartland Payment Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-51265	22-3755714
(State or other jurisdiction of incorporation)	(Commission file Number)	(IRS Identification No.)

47 Hulfish Street, Suite 400, Princeton, New Jersey 08542
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (609) 683-3831


(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:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

o Pre-commencement communication 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; Change in Fiscal Year.

On July 26, 2005, Heartland Payment Systems, Inc. (the “Company”) adopted a Certificate of Amendment to its Restated Certificate of Incorporation. The Certificate of Amendment (i) increases the number of authorized shares of common stock from 25,000,000 to 100,000,000 shares, and (ii) effects a 2-for-1 stock split. A copy of the Certificate of Amendment is attached as Exhibit 3.1.

Item 9.01 Exhibits

Exhibit 3.1 Certificate of Amendment of Restated Certificate of Incorporation of Heartland Payment Systems, Inc.

SIGNATURES

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.

Dated: July 27, 2005

	Heartland Payment System, Inc.
	(Registrant)

	By:	/s/ Robert H.B. Baldwin, Jr.
		Robert H.B. Baldwin, Jr.
		Chief Financial Officer

EX-3.1 2 a05-12397_2ex3d1.htm EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
HEARTLAND PAYMENT SYSTEMS, INC.

The undersigned, being the Chief Executive Officer of Heartland Payment Systems, Inc., a Delaware corporation, on behalf of said corporation, hereby certifies as follows:

FIRST: The name of the corporation (hereinafter the “Corporation”) is Heartland Payment Systems, Inc..

SECOND: The Corporation’s Certificate of Incorporation was filed on June 16, 2000.

THIRD: Article 5(a) of the Restated Certificate of Incorporation of the Corporation as in effect on the date hereof is hereby amended in its entirety to read as set forth below:

“ARTICLE 5.

(a) Authorized Capital Stock. The total number of shares of capital stock which the Corporation is authorized to issue shall be 110,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), and 10,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”).”

FOURTH: The said Amended Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I have executed this Certificate this 26th day of July 2005.

	/s/ Robert O. Carr
	Name: Robert O. Carr
	Title: Chief Executive Officer