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)September 22, 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:

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

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

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

oPre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On September 26, 2005, Heartland Payment Systems, Inc. (the “Company”) announced that on September 22, 2005 it entered into a Merchant Portfolio Purchase Agreement with Certegy Payment Services, Inc. (“Certegy”) pursuant to which for $3.0 million Certegy sold, assigned and transferred to the Company all of its rights, interests and responsibilities to certain merchant processing agreements and the revenues payable to the Company arising under such merchant processing agreements.  These merchant processing agreements were originally transferred by the Company to Certegy in November 2000, and the Company retained the responsibility for servicing the transferred accounts.

Item 7.01 Regulation FD Disclosure

The Company announced that it will record a one-time charge of $2.6 million in its fiscal third quarter ending September 30, 2005 as a result of an increase in the fair value of outstanding warrants, which were converted to equity upon the closing of the Company’s initial public offering on August 16, 2005.  A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information furnished herewith pursuant to Item 7.01 of this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of the Company, dated September 26, 2005.

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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: September 27, 2005
		Heartland Payment System, Inc.
		(Registrant)
	By:	/s/ Robert H.B. Baldwin, Jr.
		Robert H.B. Baldwin, Jr.
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

HEARTLAND PAYMENT SYSTEMS TO REPURCHASE MERCHANT PORTFOLIO

Princeton, NJ — September 26, 2005 - Heartland Payment Systems (NYSE: HPY) today announced that it has repurchased a merchant portfolio consisting of approximately 2,400 accounts from Certegy, Inc.  The purchase price for the portfolio was $3.0 million.  This portfolio was originally transferred by Heartland to Certegy in November 2000, and Heartland retained the responsibility for servicing the transferred accounts.

The original transaction was recorded on the Company’s financial statements as a financing arrangement.  The buyback of this portfolio and corresponding extinguishment of the associated unamortized liability will generate a $5.1 million one-time pre-tax gain during the third quarter.  There will be no material impact to the Company’s revenues or operating income as a result of the transaction.

Robert H.B. Baldwin, Jr., Heartland’s Chief Financial Officer, commented, “We believe the Certegy buyback strengthens our balance sheet going forward, eliminating approximately $8.1 million of liabilities and increasing our equity base by approximately $3.0 million.  However, outside of the reduction in the imputed interest expense associated with this financing arrangement, ongoing operations will not be affected by this transaction as we continued to recognize the economics of this portfolio while it was being serviced by us.”

In addition, Heartland announced that it will record a one-time charge of $2.6 million in its fiscal third quarter ending September 30, 2005 as a result of an increase in the fair value of outstanding warrants issued in conjunction with a July 2001 loan from BHC Interim Funding L.P.  These warrants were marked to their fair value when the Company’s initial public offering closed on August 16, 2005.  The warrants were converted to equity upon the closing of the IPO.

About Heartland:

Heartland Payment Systems, Inc. (HPS) delivers credit/debit card processing and payroll solutions to over 100,000 small to medium-sized merchants throughout the United States. HPS also provides additional services to its merchants such as gift and loyalty card programs, paper check authorization, and sells and rents point-of-sale devices and supplies.

With over 900 sales professionals nationwide, HPS builds long-term business relationships in local sales territories, providing merchants with enhanced technology tools that assist them in more effectively operating their businesses.

Heartland is also endorsed by over 50 state restaurant and hospitality associations nationwide. In 2002, and again in 2003, the company was selected by Inc. Magazine as one of the Top 500 fastest growing private companies in America, based on its last five years of financial performance.

www.heartlandpaymentsystems.com

Forward-looking Statements:

This press release may contain statements of a forward-looking nature which represent our management’s beliefs and assumptions concerning future events.  Forward-looking statements involve risks, uncertainties and assumptions and are based on information currently available to us. Actual results may differ materially from those expressed in the forward looking statements due to many factors.  Information concerning these factors is contained in the Company’s Securities and Exchange Commission filings, including but not limited to, the Company’s registration statement on Form S-1, as amended, and its Quarterly Reports on Form 10-Q. We undertake no obligation to update any forward-looking statements to reflect events or circumstances that may arise after the date of this release.

CONTACT:

Joseph J. Crivelli

Senior Vice President

Gregory FCA

27 West Athens Ave.

Ardmore, PA 19003

Tel: 610-642-8253, extension 23