8K - Offering of Addt'l 9.75% Senior Secured Notes

0001354752-13-000028.txt : 20130515 0001354752-13-000028.hdr.sgml : 20130515 20130515091654 ACCESSION NUMBER: 0001354752-13-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130515 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130515 DATE AS OF CHANGE: 20130515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLAND CLARKE HOLDINGS CORP CENTRAL INDEX KEY: 0001354752 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 841696500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-133253 FILM NUMBER: 13843989 BUSINESS ADDRESS: STREET 1: 10931 LAUREATE DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78249 BUSINESS PHONE: (210) 697-8888 MAIL ADDRESS: STREET 1: 10931 LAUREATE DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78249 FORMER COMPANY: FORMER CONFORMED NAME: CLARKE AMERICAN CORP. DATE OF NAME CHANGE: 20060228 8-K 1 a8k-offeringofaddtl975seni.htm 8-K 8K - Offering of Addt'l 9.75% Senior Secured Notes

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): May 15, 2013

HARLAND CLARKE HOLDINGS CORP.

(Exact name of registrant as specified in its charter)



Delaware	333-133253	84-1696500
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

10931 Laureate Drive, San Antonio, Texas		78249
(Address of principal executive offices)		(Zip code)

(210) 697-8888

(Registrant's telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2 below):



[ ]		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 May 15, 2013, the Company issued a press release announcing that it intends to commence an offering of $50.0 million aggregate principal amount of 9.75% senior secured notes due 2018. The press release announcing the notes offering is furnished hereto as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits



Exhibit 99.1		Press release issued by the Company on May 15, 2013.

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 thereunto duly authorized.



		HARLAND CLARKE HOLDINGS CORP.

Date:	May 15, 2013	By:	/s/ Martin Wexler
			Martin Wexler Vice President and Treasurer

EXHIBIT INDEX



Exhibit Number				Description

99.1				Press release issued by the Company on May 15, 2013.

EX-99.1 2 exhibit991-500million975se.htm EXHIBIT Exhibit 99.1 - $50.0 million 9.75% Senior Secured Noted due 2018

Harland Clarke Holdings Corp.

Announces Launch of Offering of $50.0 Million of Additional 9.75% Senior Secured Notes

San Antonio, TX - May 15, 2013 - Harland Clarke Holdings Corp. (the "Company") announced today that it plans to issue $50.0 million aggregate principal amount of 9.75% senior secured notes due 2018 (the "Additional Notes") in a private placement not registered under the Securities Act of 1933, as amended. The Additional Notes will be issued under an Indenture, dated as of July 24, 2012 and amended on February 20, 2013 (as amended, the "Indenture"), under which the Company previously issued $235.0 million aggregate principal amount of 9.75% Senior Secured Notes due 2018 (the "Original Notes"). The Additional Notes will trade as a single series with the Original Notes and will be treated substantially the same as the Original Notes under the Indenture. The Company intends to use the net proceeds from the offering for general corporate purposes, including (together with cash on hand) the optional redemption of a portion of the Company's 9.50% Senior Fixed Rate Notes due 2015.

The Additional Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. This offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Harland Clarke Holdings Corp.

Harland Clarke Holdings has four business segments, which are operated by Harland Clarke, Harland Financial Solutions, Scantron, and Faneuil. Harland Clarke is a provider of checks and related products, direct marketing services, customized business and home office products, and security solutions. Harland Financial Solutions provides technology products and related services to financial institutions. Scantron is a leading provider of data management solutions and related services to educational, commercial and governmental entities. Faneuil is a leading provider of business process outsourcing and managed services with expertise in contact centers, violations processing centers and toll operations and provides patient information collection and tracking services, managed technical services and related field maintenance services to educational, commercial, healthcare and government entities.

Contact:

Harland Clarke Holdings Corp.

Martin Wexler, 210.697.6251

Vice President/Treasurer