-----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, GVqgml8meCHDuF9bbU2862ZHkppSXeWIK7wHvvM3q+e5ICU0NHmdb3AHojdjcA8E Td2I4vsVgDQHDvuq+e5/hw== 0001171843-10-000155.txt : 20100208 0001171843-10-000155.hdr.sgml : 20100208 20100208105005 ACCESSION NUMBER: 0001171843-10-000155 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100208 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100208 DATE AS OF CHANGE: 20100208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDTRONICS INC CENTRAL INDEX KEY: 0001277856 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 760681190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33864 FILM NUMBER: 10579821 BUSINESS ADDRESS: STREET 1: 3250 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 832-308-4000 MAIL ADDRESS: STREET 1: 3250 BRIARPARK DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77042 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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) February 8, 2010   (February 5, 2010)


Cardtronics Inc.
(Exact name of registrant as specified in its charter)


Delaware
 
001-33864
 
76-0681190
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


 
3250 Briarpark Drive, Suite 400, Houston, Texas
 
77042
 
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   (832) 308-4000



________________________________________________________________________________
(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 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 8, 2010, Cardtronics, Inc. issued a press release announcing the appointment of a new independent director to serve on its Board of Directors (the "Board"). The new director, Mr. G. Patrick Phillips, was elected to the Board effective February 5, 2010. In addition to his election to Cardtronics' Board, Mr. Phillips was also appointed by the Board to serve as a member of the company's Audit Committee and its Nominating & Governance Committee. There is no material relationship or transaction between Mr. Phillips and Cardtronics or any of Cardtronics' directors, executive officers, or major security holders, or the immediate family members of any such person. In addition, there is no family relationship between Mr. Phillips and any director or executive officer of Cardtronics. Finally, there is no arrangement or understanding between Mr. Phillips and any other persons or entities pursuant to which Mr. Phillips was appointed as a director. A copy of the press release dated February 8, 2010 announcing Mr. Phillip's election and providing a brief summary of his educational and professional background is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.

Additionally, on February 1, 2010, Fred R. Lummis resigned as the company's interim Chief Executive Officer ("CEO") as a result of Steven A. Rathgaber assuming the position of the company's CEO effective that same date (as was previously disclosed in the Current Report on Form 8-K filed by the company on December 21, 2009). While serving as interim CEO, Mr. Lummis was not considered to be an "independent" director of the Company, pursuant the Nasdaq Market Place rules. Accordingly, during his tenure as interim CEO, Mr. Lummis resigned from the company's Compensation Committee and Nominating & Governance Committee. As a result of Mr. Rathgaber's assumption of the role of CEO on February 1, the Board has re-appointed Mr. Lummis as a member of the Compensation Committee.

Item 8.01. Other Events.

On February 5, 2010, the Cardtronics Board members unanimously voted to modify the size of the company's Board by one seat, increasing the size from seven to eight members. A copy of the press release dated February 8, 2010 announcing this size modification is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits.

99.1    Press release dated February 8, 2010


SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Cardtronics Inc.
(Registrant)

February 8, 2010
(Date)
  /s/   J. CHRIS BREWSTER
J. Chris Brewster
Chief Financial Officer
EX-99.1 2 newsrelease.htm PRESS RELEASE Cardtronics Names New Independent Director, Increases Board Size

EXHIBIT 99.1

Cardtronics Names New Independent Director, Increases Board Size

HOUSTON, Feb. 8, 2010 (GLOBE NEWSWIRE) -- Cardtronics, Inc. (Nasdaq:CATM) today announced the appointment of Mr. G. Patrick Phillips as an independent director to its Board of Directors (the "Board").  Mr. Phillips was elected to the company's Board effective February 5, 2010.  In addition to his Board seat, Mr. Phillips will serve as a member of Cardtronics' Audit Committee and its Nominating & Governance Committee.

"I am very pleased to welcome Pat as a member of our Board," said Fred Lummis, Cardtronics' Chairman of the Board. "Pat's expertise in the banking and financial products and payments industry adds to the depth of our collective Board and we look forward to the insight that he will bring."

Mr. Phillips is a 35-year veteran of Bank of America, most recently serving as President of Bank of America's Premier Banking and Investments group from August 2005 to March 2008. During his tenure at Bank of America, Mr. Phillips led a variety of consumer, commercial, wealth management and technology businesses. Mr. Phillips currently serves on the board of directors of USAA Federal Savings Bank and is the Chairman of that board's Finance and Audit Committee. Additionally, he previously served as a Director of Visa USA and Visa International from 1990 to 2005 and 1995 to 2005, respectively. Mr. Phillips received a Masters of Business Administration from the Darden School (of business) at the University of Virginia in 1973 and graduated from Presbyterian College in Clinton, South Carolina in 1971. Mr. Phillips is a native of Greenville, South Carolina.

In conjunction with Mr. Phillip's appointment, the existing Board members unanimously voted to increase the size of Cardtronics' Board by one seat, from seven to eight members.  Including Mr. Phillips, the members of the Cardtronics Board are: Fred R. Lummis (Chairman of the Board), J. Tim Arnoult, Robert P. Barone, Jorge M. Diaz, Dennis F. Lynch, Steven A. Rathgaber, and Michael A.R. Wilson.  

ABOUT CARDTRONICS

Headquartered in Houston, Texas, Cardtronics (Nasdaq:CATM) is the world's largest non-bank operator of ATMs. Cardtronics operates approximately 33,400 ATMs across its portfolio, with ATMs in every major market in the United States and Puerto Rico, over 2,600 ATMs throughout the United Kingdom, and over 2,600 ATMs throughout Mexico. Major merchant clients include 7-Eleven®, Chevron®, Costco®, CVS®/pharmacy, ExxonMobil®, Rite Aid®, Safeway®, Sunoco®, Target®, and Walgreens®. Complementing its ATM operations, Cardtronics works with financial institutions of all sizes to provide their customers with convenient cash access and deposit capabilities through ATM branding, surcharge-free programs, and image deposit services. Approximately 11,100 Cardtronics owned and operated ATMs currently feature bank brands. For more information, please visit the Company's website at http://www.cardtronics.com.

The Cardtronics logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=991

CONTACT:  Cardtronics, Inc.
          Investors:
          J. Chris Brewster, Chief Financial Officer
            832-308-4128
            cbrewster@cardtronics.com
          Media:
          Joel Antonini, Vice President - Marketing
            832-308-4131
            joel.antonini@cardtronics.com
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