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):  May 3, 2018

3PEA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54123	95-4550154
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

1700 W Horizon Ridge Parkway, Suite 102,

Henderson, Nevada 89012

(Address of principal executive offices) (Zip Code)

(702) 453-2221

(Registrant's telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 3rd, 2018 3PEA International, Inc. appointed Dan Henry as an independent director.

The Board of Directors has determined that Mr. Henry meets the applicable independence requirements of the NASDAQ Stock Market. There have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Henry or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

Mr. Henry will receive an annual stipend of $15,000 as a director, as well as $1,500 for each of four quarterly Board of Directors meeting he attends each year. Mr. Henry will also receive an options to purchase 1,500,000 shares of common stock exercisable for five years at $1.34 per share, which vests over a four-year period from the date of his appointment in connection with his election to the Board. Our Board does not currently have any committees, but Mr. Henry will be expected to serve on at least two committees when they are formed.

A copy of the Company’s press release announcing Mr. Henry’s election is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits:

Exhibit No.	Description
99.1	Press release dated May 7, 2018

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	3PEA INTERNATIONAL, INC.
Date: May 7, 2018	/s/ Mark Newcomer
	By: Mark Newcomer, Chief Executive Officer

EX-99.1

Exhibit 99.1

 

3PEA International Announces the Appointment of Dan Henry, Former CEO of Netspend Corporation, as a Non-Executive Independent Director

HENDERSON, Nev.--(BUSINESS WIRE)-- 3PEA International, Inc. (OTCQB:TPNL), a vertically integrated provider of innovative prepaid card programs and processing services for corporate, consumer and government applications, is pleased to announce the appointment of Dan Henry, former CEO of Netspend, a leading provider of prepaid debit cards and commercial prepaid card solutions, to the role of non-executive independent director. This appointment increases Board membership to seven, giving 3PEA a majority of independent directors on its Board.

“We are extremely excited to welcome Dan to our Board at this important juncture in our corporate evolution. We look forward to Dan’s input and guidance and anticipate that 3PEA will benefit greatly from his contributions,” said Mark Newcomer, Chief Executive Officer, 3PEA International. “Dan’s accomplishments in the payment industry are second to none, and his experience as an entrepreneur and CEO will bring invaluable insight and guidance to both our Board and executive management team.”

“I am pleased to join Mark and his team at 3PEA. They have great technology and some very exciting growth prospects,” said Dan Henry. “I look forward to working with other Board members and management to assist 3PEA in realizing their long term potential.”

About Dan Henry:

Dan joined Netspend in January 2008 as Chief Executive Officer with a focus on shaping the Company’s vision strategy and organizational structure. During his tenure, Netspend’s cardholder accounts grew from 700,000 to more than 2.35 million. Under Dan’s leadership, Netspend’s annual revenues grew from $129 million in 2007 to $351 million in 2012. In 2010, Dan led the company through its initial public offering, and in July 2013 completed an all cash sale of the company to TSYS Corporation valued at $1.4 billion USD. Prior to Netspend, Dan co-founded Euronet Worldwide, a leader in secure electronic financial transaction processing. Dan served as President and Chief Operations Officer at Euronet until the end of 2006, and remained on its Board until 2008. At Euronet, Dan was instrumental in the development of its European business. When Dan stepped down from his executive role, Euronet had annual revenues in excess of $600 million and operated in 23 countries, with more than 1,100 employees. A highly regarded leader in the financial tech space, Dan has testified as an expert for a Senate subcommittee hearing on prepaid card products.

Dan has been quoted in numerous publications including the Wall Street Journal, New York Times, Associated Press, Financial Times, Bloomberg, Forbes.com, American Banker, PaymentsSource, and others. Dan serves on the Boards of The Brinks Company, RxSavings Solutions, Balance Innovations and Align Income Share Funding. Mr. Henry received a B.S. in Business Administration with majors in Finance, Economics and Real Estate from University of Missouri, Columbia in 1988.

About 3PEA International

3PEA International (OTCQB:TPNL) is an experienced and trusted prepaid debit card payment solutions provider as well as an integrated payment processor that has managed millions of prepaid debit cards in its portfolio. Through its PaySign brand, 3PEA conceptualizes, develops and manages payment solutions, prepaid card programs, and customized payment services. 3PEA’s corporate incentive prepaid cards are changing the way corporations reward, motivate, and engage their current and potential customers, employees, and agents. 3PEA’s customizable prepaid solutions offer significant cost savings while improving brand recognition and customer loyalty. 3PEA’s customers include healthcare companies, major pharmaceutical companies, large multinationals, prestigious universities, and social media companies. PaySign is a registered trademark of 3PEA Technologies, Inc. in the United States and other countries. For more information visit us at www.3pea.com or follow us on LinkedIn, Twitter and Facebook.

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Forward-Looking Statements

Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the companies, are forward-looking statements that involve risks and uncertainties. There is no assurance that such statements will prove to be accurate, and actual results and future events could differ materially. 3PEA undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.

Contacts

3PEA International, Inc.
Brian Polan, 1-702-749-7234
Chief Financial Officer
bpolan@3pea.com
www.3pea.com

Source: 3PEA International, Inc.

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