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 9, 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 200,
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.
| (b) | Resignation of Director, Corporate Secretary and General Counsel and Chief Legal Officer |
On November 9, 2018, Anthony E. DePrima resigned as a member of the Board of Directors (the “Board”) of 3PEA International, Inc. (the “Company”) and as Corporate Secretary of the Board, in each case effective November 9, 2018.
On November 9, 2018, Anthony E. DePrima resigned as General Counsel and Chief Legal Officer of the Company, effective November 9, 2018. Mr. DePrima’s decision to resign his positions was not related to a disagreement with the Company over any of its operations, policies or practices.
| (c) | Appointment of Corporate Secretary, General Counsel and Chief Legal Officer |
On November 9, 2018, the Company appointed Robert Strobo Corporate Secretary, General Counsel, and Chief Legal Officer. Mr. Strobo, age 40, previously served as Deputy General Counsel and Vice President at Republic Bank & Trust Company, a state-chartered financial institution headquartered in Louisville, Kentucky. Mr. Strobo began his career there in 2005 and served as in-house counsel until 2018, specializing in non-traditional banking and prepaid card issuance. Mr. Strobo received his B.A. in Psychology and Philosophy from the University of Kentucky and his J.D. from DePaul University College of Law in Chicago, Illinois.
There are no family relationships between Mr. Strobo and any previous or current officers or directors of the Company, and there are no related party transactions reportable under Item 404(a) of Regulation S-K. Mr. Strobo is not a party to, nor does he participate in, any material plan, contract or arrangement as of the date of this report.
On November 15, 2018 the Company issued a second press release announcing Mr. Strobo’s appointment as Corporate Secretary, General Counsel and Chief Legal Officer, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K.
| (d) | Election of Director at Other Than an Annual or Special Meeting of Stockholders |
On November 9, 2018, Joan M. Herman was elected as a member of the Board whose term expires at the annual meeting of stockholders in 2019. Ms. Herman has served as the Company’s chief operating officer since 2017, and will be a non-independent member of the Board. There are currently no arrangements or understandings between Ms. Herman and any other person to which Ms. Herman was elected as a member. There are currently no transactions in which Ms. Herman has an interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Herman is not expected to serve on any committees of the Board. Ms. Herman and the Company did not enter into or amend any material plan, contract or arrangement in connection with her appointment as a director, although Ms. Herman remains subject to her existing employment agreement as chief operating officer of the Company.
On November 15, 2018, the Company issued a press release announcing Mr. DePrima’s resignation from the Board and Ms. Herman’s election to the Board, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits: |
Exhibit No. Description
| 99.1 | Press release dated November 15, 2018 |
| 99.2 | Press release dated November 15, 2018 |
| 2 |
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: November 15, 2018 | By: | /s/ Mark Newcomer |
| By: Mark Newcomer, Chief Executive Officer | ||
| 3 |
Exhibit 99.1
3PEA International Elects Joan M. Herman to the Board of Directors
HENDERSON, Nev., November 15, 2018 – 3PEA International, Inc. (NASDAQ:TPNL), a vertically integrated provider of innovative prepaid card programs and processing services for corporate, consumer and government applications, has announced that on November 9th 2018, at a meeting of the Board of Directors of 3PEA International, Inc. (the “Board”) Anthony E. DePrima resigned as a member of the Board effective immediately, citing his retirement from 3PEA International, Inc. (the “Company”) and the Board elected Joan M. Herman as an executive member of the Board whose term expires at the annual meeting of stockholders in 2019.
“Along with the rest of the Board, I am confident that Joan is the perfect choice to succeed Anthony as a member of our Board.” said Mark Newcomer, Chief Executive Officer, 3PEA International, Inc. “Her extensive experience in the payments and financial services industries and her strategic vision will add valuable insight to the Board. We would like to thank Anthony for his service to the Company over the past nine years and wish him all the best in his retirement.”
Ms. Herman also serves as the Company’s Chief Operating Officer since September 2017. She is responsible for executing and implementing the daily operations of the organization. Ms. Herman began her career in payments almost 30 years ago holding various management positions in operations, product development and sales and marketing on both the issuing and acquiring sides of the card business. Prior to joining the Company, Ms. Herman was at Sunrise Banks from 2012 to 2017, where she served as Senior Vice President, Payments Division, and presided over the Bank’s payments line of business, including prepaid and national ACH. She also worked at UMB Bank in Kansas City MO, Boatmen’s Bank (now Bank of America), Heartland Bank and served as a Director at Heartland Payment Systems from 1997 to 2006. Ms. Herman is a member of the Board of Directors of the National Branded Prepaid Card Association (NBPCA) and serves as its Treasurer. Ms. Herman earned her B.A. and M.A. in business and marketing from Webster University, St. Louis MO.
About 3PEA International
3PEA International (NASDAQ:TPNL) is an experienced and trusted prepaid debit card payment solutions provider as well as an integrated payment processor that has millions of prepaid debit cards in its portfolio. Through its PaySign brand, 3PEA designs and develops 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.
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
or
S&C Public Relations, Inc.
Suzanne Dawson, 1-646-941-9140
sdawson@scprgroup.com
Source: 3PEA International, Inc.
Exhibit 99.2
3PEA International Names Robert Strobo General Counsel, Chief Legal Officer and Secretary
HENDERSON, Nev., November 15, 2018 – On November 9th, 3PEA International, Inc. (NASDAQ:TPNL) (the “Company”), a vertically integrated provider of innovative prepaid card programs and processing services for corporate, consumer and government applications, appointed Robert (Robby) Strobo General Counsel, Chief Legal Officer and Corporate Secretary. Strobo will lead the Company’s legal affairs, contracts and negotiations, corporate secretarial function, consumer affairs and global trade compliance. He succeeds Anthony E. DePrima, who is retiring after 9 years with the Company.
Strobo previously served as Deputy General Counsel and Vice President at Republic Bank & Trust Company, a state-charted financial institution headquartered in Louisville, Kentucky. Strobo began his career there in 2005 and served as in-house counsel until 2018, specializing in non-traditional banking and prepaid card issuance. He also served as Chairman of the Board of Directors for Commonwealth Theatre Center, a non-profit youth conservatory and outreach program serving all of Kentucky and southern Indiana. Strobo received his B.A. in Psychology and Philosophy from the University of Kentucky and his J.D. from DePaul University College of Law in Chicago, Illinois.
“We are excited to welcome Robby to 3PEA International,” said Mark Newcomer, Chief Executive Officer, 3PEA International, Inc. “Robby’s prior experience in prepaid and non-traditional banking combined with his established track record of successfully managing complex legal matters makes him a perfect fit for 3PEA as the company expands its product line with new innovative payment solutions.”
About 3PEA International
3PEA International (NASDAQ:TPNL) is an experienced and trusted prepaid debit card payment solutions provider as well as an integrated payment processor that has millions of prepaid debit cards in its portfolio. Through its PaySign brand, 3PEA designs and develops 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.
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
or
S&C Public Relations, Inc.
Suzanne Dawson, 1-646-941-9140
sdawson@scprgroup.com
Source: 3PEA International, Inc.