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) August 31, 2010

HEARTLAND PAYMENT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32594	22-3755714
(State or other jurisdiction of incorporation or organization)	(Commission File No)	(I.R.S. Employer Identification Number)

90 Nassau Street, Princeton, New Jersey 08542

(Address of principal executive offices) (Zip Code)

(609) 683-3831

(Registrant’s telephone number, including area code)

(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:

¨ Written communication 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 1.01 Entry into a Material Definitive Agreement.

On August 31, 2010, Heartland Payment Systems, Inc. (“HPS”) and DFS Services, LLC (“Discover”) entered into an agreement of settlement and release (the “Settlement Agreement”) to resolve potential claims and other disputes among HPS and Discover (and its affiliates and certain of its issuers) with respect to the previously announced criminal breach of HPS’s payment systems environment (the “Processing System Intrusion”).

Within five business days of the execution and delivery of the Settlement Agreement, HPS will pay Discover $5,000,000 in full and final satisfaction of any and all claims of Discover, its affiliates and certain of its issuers arising from or relating to the Processing System Intrusion. The Settlement Agreement contains mutual releases by and between HPS and Discover (on behalf of itself and its affiliates) relating to the Processing System Intrusion.

A copy of the press release issued by HPS and Discover relating to the Settlement Agreement is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of Heartland Payment Systems, Inc. dated September 1, 2010

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 1, 2010
		Heartland Payment Systems, Inc.
		(Registrant)
	By:	/s/ Robert H.B. Baldwin, Jr.
		Robert H.B. Baldwin, Jr.
		President and Chief Financial Officer

EX-99.1

Exhibit 99.1

HEARTLAND PAYMENT SYSTEMS® AND DISCOVER AGREE

TO $5 MILLION INTRUSION SETTLEMENT

Settlement marks final agreement with a card brand related to 2008 intrusion

Princeton, NJ — September 1, 2010 — Heartland Payment Systems® (NYSE: HPY), one of the nation’s largest payments processors, today announced a settlement agreement with Discover Financial Services (NYSE: DFS) related to the 2008 criminal intrusion of Heartland’s payment system environment. Under the agreement, Heartland will pay Discover $5 million, resolving all issues related to the 2008 intrusion.

“We are pleased to have reached an equitable settlement with Discover,” commented Bob Carr, Heartland’s chairman and chief executive officer. “This settlement marks our final agreement with a card brand related to the intrusion.”

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About Heartland Payment Systems

Heartland Payment Systems, Inc. (NYSE: HPY), the fifth largest payments processor in the United States, delivers credit/debit/prepaid card processing, gift marketing, payroll, check management and related business solutions to more than 250,000 business locations nationwide. Heartland is the founding supporter of The Merchant Bill of Rights, a public advocacy initiative that educates merchants about fair credit and debit card processing practices. For more information, please visit HeartlandPaymentSystems.com, MerchantBillOfRights.org, CostOfABurger.com and E3secure.com.

Contacts
Leanne Scott Brown	Nancy Gross
Vault Communications	Heartland Payment Systems
610.455.2742	888.798.3131 x2202
LBrown@VaultCommunications.com	Nancy.Gross@e-hps.com

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