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) November 1, 2011 (November 1, 2011)
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 8.01. Other Events.
On August 15, 2011, Cardtronics USA, Inc., ("Cardtronics" or the "Company"), a wholly-owned subsidiary of Cardtronics, Inc. (the "Registrant"), announced that it had entered into an Agreement and Plan of Merger (the "Agreement") by and among CATM Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of the Company, Access to Money, Inc. ("Access to Money"), and Lampe, Conway & Co., LLC, a Delaware limited liability company and a principal stockholder of Access to Money. The significant terms of the Agreement were previously reported in the Current Report on Form 8-K filed by the Company on August 15, 2011.
On November 1, 2011, the Company completed the transaction in accordance with the terms and conditions of the Agreement and each share of Access to Money common stock was converted into the right to receive $0.285 in cash. Merger Sub was merged with and into Access to Money, and the separate corporate existence of Merger Sub was ceased. Access to Money is the surviving corporation and became a wholly-owned subsidiary of the Company.
On November 1, 2011, the Registrant issued a press release announcing the completion of the acquisition of Access to Money. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release dated November 1, 2011.
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) |
||
| November 1, 2011
(Date) |
/s/ J. CHRIS BREWSTER
J. Chris Brewster Chief Financial Officer |
EXHIBIT 99.1
HOUSTON, Nov. 1, 2011 (GLOBE NEWSWIRE) -- Cardtronics, Inc. (Nasdaq:CATM), the world's largest retail ATM owner, today announced it has completed its previously announced acquisition of Access to Money, Inc., a leading operator of merchant-owned ATMs and provider of cash machines to two major multi-unit retailers.
"People make the difference in any corporate acquisition integration, and Cardtronics is in the enviable position of this business combination bringing over a number of seasoned industry professionals from Access to Money. Accordingly, we anticipate an efficient and seamless integration of Access to Money's operations," said Steve Rathgaber, chief executive officer, Cardtronics. "We look forward to continuing our strong history of ATM up-time excellence, dedicated customer relations, and harvesting operational synergies for the benefit of clients both newly acquired and existing, as well as our shareholders."
Cardtronics will be hosting its third quarter earnings conference call on November 7, 2011, and at that time, will provide updated financial guidance for 2011, inclusive of the expected contribution from this acquisition.
About Cardtronics (Nasdaq:CATM)
Making ATM cash access convenient where people shop, work and live their lives, Cardtronics is at the convergence of retailers, financial institutions, prepaid card programs and the customers they share. Cardtronics owns/operates more than 41,900 retail ATMs in U.S. and international locales. Whether Cardtronics is driving foot traffic for America's most relevant retailers, enhancing ATM brand presence for card issuers or expanding card holders' surcharge-free cash access on the local, national or global scene, Cardtronics is convenient access to cash, when and where consumers need it. Cardtronics is where cash meets commerce.
The Cardtronics logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=991
Cardtronics, Allpoint and Access to Money are registered trademarks of Cardtronics, Inc.
All other trademarks are the property of their respective owners.
CONTACT: Cardtronics - Media
Nick Pappathopoulos
Director - Public Relations
832-308-4396
npappathopoulos@cardtronics.com
Cardtronics - Investors
Chris Brewster
Chief Financial Officer
832-308-4128
cbrewster@cardtronics.com