8-K

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): July 31, 2013

UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35170	90-0632274
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1175 Lancaster Avenue, Suite 100, Berwyn, PA 19312

(Address of Principal Executive Offices) (Zip Code)

(484) 324-7980

(Registrant’s Telephone Number, Including Area Code)

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

On July 31, 2013, Universal Business Payment Solutions Acquisition Corporation (the “Company”) conducted its 2013 Annual Stockholders’ Meeting (the “Meeting”). At the Meeting, as more fully described in Item 5.07 below, the Company’s stockholders approved the adoption of the Company’s 2013 Stock Incentive Plan (the “Plan”).

The description of the material terms of the Plan is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 1, 2013 and is incorporated by reference in this Form 8-K. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Appendix A in such proxy statement and is also incorporated herein by reference. 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Meeting, as more fully described in Item 5.07 below, the Company’s stockholders approved the restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Charter”). The purpose of the restatement was to effect a change in the Company’s name to JetPay Corporation. The Charter has been filed with the Secretary of State of the State of Delaware and is expected to be effective as of August 2, 2013.

The foregoing description of the material terms of the Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter, a copy of which is incorporated by reference herein as Exhibit 3.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) At the Meeting, 9,138,410 shares were present in person or by proxy constituting 79.3% of the outstanding shares of the Company’s common stock on the June 28, 2013 record date.

(b) At the Meeting, the stockholders approved the reelection of two directors, Richard S. Braddock and Frederick S. Hammer, to three-year terms; approved the adoption of the Plan; approved the restatement of the Charter to effect a change in the Company’s name to JetPay Corporation; ratified the appointment of Marcum, LLP as the Company’s registered public accounting firm for the fiscal year 2013; and confirmed a three-year review period for executive compensation. The voting results were as follows:

	Votes For	Votes Withheld or Against	Abstentions and Broker Non-Voters
Directors:
Richard S. Braddock	9,025,891	6,244	106,275
Frederick S. Hammer	9,026,091	6,044	106,275
Approval and adoption of the Company’s 2013 Stock Incentive Plan	9,022,641	9,494	106,275
Approval of the Company’s Amended and Restated Certificate of Incorporation in order to effect a change in the Company’s name to JetPay Corporation	9,133,316	5,094	-
Ratify appointment of Marcum LLP as JetPay’s registered public accounting firm for fiscal year 2013	9,127,305	10,465	640

	Three Years	Two Years	One Year	Abstentions and Broker Non-Voters
Non-binding approval of the frequency of future advisory votes regarding executive compensation	4,214,642	3,666,667	1,143,546	113,555

Item 8.01 Other Events

On August 1, 2013, the Company issued a press release announcing the results of the Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of the Company (1)
99.1	Press Release of the Company dated August 1, 2013, announcing that UBPS is changing its name to JetPay Corporation.

(1) Incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 1, 2013.

SIGNATURE

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 hereunto duly authorized.

Dated: August 2, 2013

UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
By:	/s/ Gregory M. Krzemien
	Name: Gregory M. Krzemien
	Title:Chief Financial Officer

Exhibit Index

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of the Company (1)
99.1	Press Release of the Company dated August 1, 2013, announcing that UBPS is changing its name to JetPay Corporation.

(1) Incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 1, 2013.

EX-99.1

Exhibit 99.1

   

UBPS Changes Company Name to JetPay® Corporation

Changes Ticker Symbol to “JTPY” on NASDAQ

Berwyn, PA – August 1, 2013 – Universal Business Payment Solutions Acquisition Corporation (“UBPS” or the “Company”) (NASDAQ: Common Stock: "UBPS"), today announced that the Company will immediately change its name to JetPay Corporation. The Company received overwhelming approval of its stockholders at its Annual Meeting yesterday for the change. The newly titled JetPay Corporation also announced that effective August 12, 2013, the ticker symbol for its common stock on the NASDAQ Capital Market would change from “UBPS” to “JTPY” to reflect the new name.

Bipin C. Shah, Chairman and Chief Executive Officer of UBPS, explained: “UBPS acquired JetPay LLC – a highly successful debit and credit card processing company specializing in Internet and recurring payments – last December. JetPay has already established a reputation for delivering fast, secure, and safe payments to both large and small businesses. Now that we have also acquired AD Computer Corporation, one of the top payroll and payroll tax delivery services in the country, we wanted our companies to share a common name and vision.”

Beginning in August, AD Computer Corporation, the Company’s payroll and tax filing operation, will be known as JetPay Payroll Services. The JetPay name now describes a vertically integrated company that offers debit and credit card processing, payroll and payroll tax processing, pre-paid card processing and employee payments services. The JetPay solution provides one vendor for all front-end and back-end payment and payroll processing, along with a specific expertise in Internet and recurring payments, that gives businesses and their employee’s significant benefits to their bottom line.

At the annual meeting, the stockholders also approved the reelection of two directors, Richard Braddock and Frederick Hammer, to three-year terms; the adoption of the Company’s 2013 Stock Incentive Plan; the restatement of the Company’s Amended and Restated Certificate of Incorporation to effect the name change; the appointment of Marcum, L.L.P. as the Company’s registered public accounting firm for the fiscal year 2013; and the confirmation of a three-year review period for executive compensation. More information is available on the Company’s corporate web site, www.jetpaycorp.com.

Contact Information:
At the Company	-OR-	Media Inquiries
JetPay Corporation		Eric Van der Vlugt
Peter Davidson, Vice Chairman		215-564-1213,  ext.12,
(484) 324 7982, peter.davidson@jetpaycorp.com		eric@articus.com

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UBPS Changes Name to JetPay Corporation

About JetPay Corporation

JetPay Corporation provides a one vendor solution for payment services and payroll and payroll tax processing needs of small businesses throughout the US. The company also offers low-cost payment choices for the employees of these businesses to replace costly alternatives. Our vertically aligned services provide convenience for our customers while increasing revenues by lowering their payments- related costs and by designing innovative, customized solutions for internet, mobile, and cloud-based recurring payments. Please visit www.jetpaycorp.comfor more information.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. JetPay’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside JetPay’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to, those described under the heading “Risk Factors” in the Company’s latest filed Annual Report on Form 10-K as amended, for the transition period ending December 31, 2012 and the Company’s Quarterly report on Form 10-Q for the quarter ended March 31, 2013.

JetPay cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in JetPay’s most recent filings with the Securities and Exchange Commission. All subsequent written and oral forward- looking statements concerning JetPay or other matters and attributable to JetPay or any person acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. JetPay cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. JetPay does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

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