Blueprint
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3
THEREUNDER
(Amendment
No. 1)
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Paybox Corp
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(Name
of the Issuer and Name of Person Filing Statement)
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Common
Stock, $0.0001 par value per share
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(Title
of Class of Securities)
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70433R100
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(CUSIP
Number of Class of Securities)
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Matthew
E. Oakes
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Chairman
of the Board of Directors, Chief Executive Officer and
President
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Paybox
Corp
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500 E.
Broward Blvd., Suite #1550
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Ft.
Lauderdale, FL 33394
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(631)
873-2900
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(Name,
Address and Telephone Number of Persons Authorized to
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Receive
Notices and Communications on Behalf of the Person(s) Filing
Statement)
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Copy to:
Scott
Rosenblum, Esq.
Kramer
Levin Naftalis & Frankel LLP
1177
Avenue of the Americas
New
York, NY 10036
(212)
715-9100
This
statement is filed in connection with (check the appropriate
box):
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a.
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☒
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The
filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
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b.
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☐
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The
filing of a registration statement under the Securities Act of
1933.
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c.
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☐
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A
tender offer.
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d.
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☐
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None of
the above.
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary
copies: ☒
Check
the following box if the filing is a final amendment reporting the
results of the transaction: ☐
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Transaction
Valuation (*)
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Amount of Filing
Fee (**)
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$180,000
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$36
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(*)
Calculated solely for purposes of determining the filing fee. This
amount assumes the acquisition of approximately 226,000 shares of
common stock for $0.80 per share in cash in lieu of issuing
fractional shares to holders of less than 1,000 shares of common
stock after the proposed reverse stock split.
(**)
The filing fee is calculated in accordance with Rule 0-11(b) by
multiplying the Transaction Valuation of $180,000 by
0.0002.
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☑
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Check
the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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Amount
Previously Paid: $36
Form or
Registration No.: 13E-3
Filing
Party: Paybox Corp
Date
Filed: December 30, 2016
RULE 13e-3 TRANSACTION STATEMENT
INTRODUCTION
This
Amendment No. 1 to Rule 13e-3 Transaction Statement on
Schedule 13E-3 (this “Schedule
13E-3”) is being filed by Paybox Corp, a Delaware
corporation (the “Company”), on
February 2, 2017, in connection with a proposed
transaction to terminate the registration of shares of its common
stock, $0.0001 par value per share (the “Common
Stock”), under the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”). At a special meeting of stockholders, the
Company’s stockholders of record will vote on approval of an
amendment to the Company’s Certificate of Incorporation to
effect a 1-for-1,000 reverse stock split.
This
Schedule 13E-3 is being filed with the Securities and Exchange
Commission (the “SEC”)
concurrently with the filing of Amendment No. 1 to the
Company’s preliminary proxy statement on Schedule 14A
(as amended, the “Proxy
Statement”) pursuant to Regulation 14A under the
Exchange Act. The information contained in the Proxy Statement,
including all annexes thereto, is expressly incorporated herein by
reference and the responses to each item of this Schedule 13E-3 are
qualified in their entirety by reference to the information
contained in the Proxy Statement. Capitalized terms used and not
otherwise defined herein have the meanings ascribed to such terms
in the Proxy Statement.
Item 1. Summary Term Sheet
The
information set forth in the Proxy Statement under the caption
“SUMMARY TERM SHEET” is incorporated herein by
reference.
Item 2. Subject Company Information
(a) Name
and Address. The name of the subject company is Paybox Corp,
a Delaware corporation. The Company’s principal executive
offices are located at 500 E. Broward Blvd., Suite #1550, Ft.
Lauderdale, FL 33394. The Company’s telephone number is
(945) 510-3750.
(b) Securities.
The subject class of equity securities to which this Schedule 13E-3
relates is the Company’s common stock, $0.0001 par value per
share, of which 12,988,282 shares were outstanding as of December
29, 2016.
(c) Trading
Market and Price. The information set forth in the Proxy
Statement under the caption “INFORMATION ABOUT THE COMPANY
– Market Price of Common Stock; Dividends” is
incorporated herein by reference.
(d) Dividends.
The information set forth in the Proxy Statement under the caption
“INFORMATION ABOUT THE COMPANY – Market Price of Common
Stock; Dividends” is incorporated herein by
reference.
(e) Prior
Public Offerings. The Company has not made an underwritten
public offering of its Common Stock for cash during the three years
preceding the date of the filing of this Schedule
13E-3.
(f) Prior
Stock Purchases. The information set forth in the Proxy
Statement under the caption “INFORMATION ABOUT THE COMPANY
– Stock Purchases” is incorporated herein by
reference.
Item 3. Identity and Background of Filing Person
(a) Name
and Address. The filing person, the Company, is also the
subject company, with its address and telephone number provided in
Item 2(a) above.
Board of Directors
James
A. Cannavino
Paul
Lisiak
Thomas
C. Lund
John J.
Murabito
Matthew
E. Oakes
Executive Officers
Matthew
E. Oakes
Lowell
Rush
The
address of each director and executive officer of the Company is
c/o Paybox Corp, 500 E. Broward Blvd., Suite #1550, Ft. Lauderdale,
FL 33394, except that the address of Mr. Lisiak
is 70 East 55th Street, 15th Floor, New York, NY
10022.
(b) Business
and Background of Entities. Not applicable.
(c) Business
and Background of Natural Persons. The information set forth
in the Proxy Statement under the caption “INFORMATION ABOUT
THE COMPANY – Certain Information Concerning the Company, the
Company’s Directors and Executive Officers and the Filing
Persons” is incorporated
herein by reference.
Each of
the Company’s directors and executive officers is a citizen
of the United States.
Item 4. Terms of the Transaction
(a)
Material Terms. The
information set forth in the Proxy Statement under the captions
“SUMMARY TERM SHEET” and “SPECIAL FACTORS”
is incorporated herein by reference.
(c)
Different Terms. The
information set forth in the Proxy Statement under the captions
“SUMMARY TERM SHEET – Information About the Reverse
Stock Split,” “– Effects of the Reverse Stock
Split,” “– Fairness of the Reverse Stock
Split,” and “– Material U.S. Federal Income Tax
Consequences of the Reverse Stock Split;” and SPECIAL FACTORS
– Fairness of the Reverse Stock Split,” “–
Effects of the Reverse Stock Split,” and “–
Material U.S. Federal Income Tax Consequences of the Reverse Stock
Split” is incorporated herein by reference.
(d)
Appraisal Rights. The
information set forth in the Proxy Statement under the caption
“SPECIAL FACTORS – No Appraisal or Dissenters’
Rights” is incorporated herein by reference.
(e)
Provisions for Unaffiliated
Security Holders. The information set forth in the Proxy
Statement under the caption “SPECIAL FACTORS – Effects
of the Reverse Stock Split – Effects on the Unaffiliated
Remaining Stockholders” is incorporated herein by
reference.
(f)
Eligibility for Listing or
Trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and
Agreements
(a)
Transactions.
None.
(b)
Significant Corporate
Events. None.
(c)
Negotiations or Contacts.
None. (e) Agreements Involving the
Subject Company’s Securities. The information set
forth in the Proxy Statement under the caption “SPECIAL
FACTORS – Potential Conflicts of Interests of Officers,
Directors and Certain Affiliated Persons” is incorporated
herein by reference.
Item 6. Purposes of the Transaction and Plans or
Proposals
(b)
Use of Securities Acquired.
The information set forth in the Proxy Statement under the caption
“SPECIAL FACTORS – Effective Date” is
incorporated herein by reference.
(c)
Plans. The information set
forth in the Proxy Statement under the captions “SUMMARY TERM
SHEET – Information About the Reverse Stock Split,”
“– Purposes of and Reasons for the Reverse Stock
Split,” “– Effects of the Reverse Stock
Split;” and “SPECIAL FACTORS – Purposes of and
Reasons for the Reverse Stock Split,” “–
Background of the Reverse Stock Split,” “–
Fairness of the Reverse Stock Split,” “– Effects
of the Reverse Stock Split,” and “– Conduct of
Our Business After the Reverse Stock Split” is incorporated
herein by reference.
Item 7. Purposes, Alternatives, Reasons and
Effects
(a) Purposes.
The information set forth in the Proxy Statement under the captions
“SUMMARY TERM SHEET - Purposes of and Reasons for the Reverse
Stock Split;” and “SPECIAL FACTORS “–
Purposes of and Reasons for the Reverse Stock Split” and
“– Background of the Reverse Stock Split” is
incorporated herein by reference.
(b) Alternatives.
The information set forth in the Proxy Statement under the captions
“SPECIAL FACTORS – Background of the Reverse Stock
Split” and “– Alternatives Considered” is
incorporated herein by reference.
(c) Reasons.
The information set forth in the Proxy Statement under the captions
“SUMMARY TERM SHEET – Purposes of and Reasons for the
Reverse Stock Split;” and “SPECIAL FACTORS –
Purposes of and Reasons for the Reverse Stock Split,”
“– Background of the Reverse Stock Split,”
“– Fairness of the Reverse Stock Split,” and
“– Alternatives Considered” is incorporated
herein by reference.
(d) Effects.
The information set forth in the Proxy Statement under the captions
“SUMMARY TERM SHEET – Information About The Reverse
Stock Split,” “– Purposes and Reasons for the
Reverse Stock Split,” “– Effects of the Reverse
Stock Split,” “– Fairness of the Reverse Stock
Split,” “– Advantages of the Reverse Stock
Split,” “– Disadvantages of the Reverse Stock
Split,” and “– Material U.S. Federal Income Tax
Consequences of the Reverse Stock Split;” and “SPECIAL
FACTORS – Purposes and Reasons for the Reverse Stock
Split,” “– Background of the Reverse Stock
Split,” “– Fairness of the Reverse Stock
Split,” “– Effects of the Reverse Stock
Split,” “– Conduct of Our Business After the
Reverse Stock Split,” and “–Material U.S. Federal
Income Tax Consequences of the Reverse Stock Split” is
incorporated herein by reference.
Item 8. Fairness of the Transaction
(a) Fairness.
The information set forth in the Proxy Statement under the captions
“SUMMARY TERM SHEET – Fairness of the Reverse Stock
Split” and “SPECIAL FACTORS – Background of the
Reverse Stock Split,” and “– Fairness of the
Reverse Stock Split” is incorporated herein by
reference.
(b) Factors
Considered in Determining Fairness. The information set
forth in the Proxy Statement under the captions “SUMMARY TERM
SHEET – Purposes of and Reasons for the Reverse Stock
Split,” “– Fairness of the Reverse Stock
Split,” “– Advantages of the Reverse Stock
Split,” and “– Disadvantages of the Reverse Stock
Split;” and “SPECIAL FACTORS – Purposes of and
Reasons for the Reverse Stock Split,” “–
Background of the Reverse Stock Split,” “–
Fairness of the Reverse Stock Split,” “–
Alternatives Considered,” and “– Opinion of
Kidron” is incorporated herein by reference.
(c) Approval
of Security Holders. The information set forth in the Proxy
Statement under the captions “SUMMARY TERM SHEET –
Voting Information” and “SPECIAL FACTORS –
Fairness of the Reverse Stock Split,” and “–
Stockholder Approval” is incorporated herein by
reference.
(d) Unaffiliated
Representatives. The information set forth in the Proxy
Statement under the captions “SUMMARY TERM SHEET –
Fairness of the Reverse Stock Split” and “SPECIAL
FACTORS – Background of the Reverse Stock Split,”
“– Fairness of the Reverse Stock Split,” and
“– Opinion of Kidron” is incorporated herein by
reference.
(e) Approval
of Directors. The information set forth in the Proxy
Statement under the captions “SUMMARY TERM SHEET –
Fairness of the Reverse Stock Split” and “SPECIAL
FACTORS – Background of the Reverse Stock Split,” and
“– Fairness of the Reverse Stock Split” is
incorporated herein by reference.
(f) Other
Offers. None.
Item 9. Reports, Opinions, Appraisals and
Negotiations
(a) Report,
Opinion or Appraisal. The information set forth in the Proxy
Statement under the captions “SUMMARY TERM SHEET –
Fairness of the Reverse Stock Split” and “SPECIAL
FACTORS – Background of the Reverse Stock Split,”
“– Fairness of the Reverse Stock Split,” and
“– Opinion of Kidron” is incorporated herein by
reference.
(b) Preparer
and Summary of the Report, Opinion or Appraisal. The
information set forth in the Proxy Statement under the captions
“SUMMARY TERM SHEET – Fairness of the Reverse Stock
Split;” and “SPECIAL FACTORS – Background of the
Reverse Stock Split,” “– Fairness of the Reverse
Stock Split,” and “–Opinion of Kidron” is
incorporated herein by reference.
(c) Availability
of Documents. Kidron Capital Advisors LLC’s
(“Kidron”) presentation dated December 13, 2016 is
attached hereto as Exhibit (c)(ii). The full text of
Kidron’s fairness opinion dated December 19, 2016 is attached
as Annex B to the Proxy Statement.
Item 10. Source and Amounts of Funds or Other
Consideration
(a) Source
of Funds. The information set forth in the Proxy Statement
under the captions “SPECIAL FACTORS – Effects of the
Reverse Stock Split” and “– Source of Funds and
Expenses” is incorporated herein by reference.
(b) Conditions.
The information set forth in the Proxy Statement under the caption
“SPECIAL FACTORS – Source of Funds and Expenses”
is incorporated herein by reference.
(c) Expenses.
The information set forth in the Proxy Statement under the caption
“SPECIAL FACTORS – Source of Funds and Expenses”
is incorporated herein by reference.
(d) Borrowed
Funds. The information set forth in the Proxy Statement
under the caption “SPECIAL FACTORS – Source of Funds
and Expenses” is incorporated herein by
reference.
Item 11. Interest in Securities of the Subject
Company
(a) Securities
Ownership. The information set forth in the Proxy Statement
under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT” is incorporated herein by
reference.
(b) Securities
Transactions. The information set forth in the Proxy
Statement under the caption “INFORMATION ABOUT THE COMPANY
– Stock Purchases” is incorporated herein by
reference.
Item 12. The Solicitation or Recommendation
(d)
Intent to Tender or Vote in a
Going Private Transaction. The information set forth in the
Proxy Statement under the captions “SUMMARY TERM SHEET
– Voting Information” and “SPECIAL FACTORS
– Potential Conflicts of Interests of Officers, Directors and
Certain Affiliated Persons,” and “– Stockholder
Approval” is incorporated herein by reference.
(e)
Recommendation of Others.
The information set forth in the Proxy Statement under the captions
“SUMMARY TERM SHEET – Information about the Reverse
Stock Split,” and “– Voting Information;”
and “SPECIAL FACTORS – Background of the Reverse Stock
Split,” “– Fairness of the Reverse Stock
Split,” “– Effects of the Reverse Stock
Split,” “– Potential Conflicts of Interests of
Officers, Directors and Certain Affiliated Persons,” and
“– Stockholder Approval” is incorporated herein
by reference.
Item 13. Financial Statements
(a) Financial
Information. The audited financial statements and unaudited
interim financial statements are incorporated by reference in the
Proxy Statement from the Company’s Annual Report on Form 10-K
for the year ended December 31, 2015, and the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30,
2016.
(b) Pro
forma Information. The information set forth in
the Proxy Statement under the caption “FINANCIAL INFORMATION
– Pro Forma Consolidated Financial Statements
(Unaudited)” is incorporated herein by
reference.
(c)
Summary Information. The
information set forth in the Proxy Statement under the caption
"FINANCIAL INFORMATION - Summary Historical Financial Information"
is incorporated herein by
reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or
Used
(a) Solicitation
or Recommendation. The information set forth in the Proxy
Statement under the caption “SPECIAL MEETING AND VOTING
INFORMATION – Solicitation of Proxies” is incorporated
herein by reference.
(b) Employees
and Corporate Assets. The information set forth in the Proxy
Statement under the caption “SPECIAL MEETING AND VOTING
INFORMATION – Solicitation of Proxies” is incorporated
herein by reference.
Item 15. Additional Information
(b) Not
applicable.
(c)
Other Material Information.
The information contained in the Proxy Statement, including all
appendices attached thereto, is incorporated herein by
reference.
Item 16. Exhibits
(a)
Notice of Special Meeting and Preliminary Proxy Statement of the
Company, including all appendices and the proxy card attached
thereto (incorporated herein by reference to Amendment No. 1
to the Company’s Schedule 14A filed with the SEC on
February 2, 2017).
(b) Not
applicable.
(c)(i)
Fairness Opinion of Kidron Capital Advisors LLC dated December 19,
2016 (incorporated herein by reference to Annex B of
the Proxy Statement).
(c)(ii)
Presentation dated December 13, 2016 of Kidron Capital Advisors LLC
to the Board of Directors of the Company.
(d) Not
applicable.
(f) Not
applicable.
(g) Not
applicable.
SIGNATURE
After
due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this
statement is true, complete and correct.
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DIRECT
INSITE CORP.
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By:
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/s/
Matthew
E. Oakes
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Matthew E.
Oakes
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Chairman of the
Board of Directors, Chief Executive Officer and
President
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Dated:
February 2, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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(a)
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Notice
of Special Meeting and Preliminary Proxy Statement of the Company,
including all appendices and the proxy card attached thereto
(incorporated herein by reference to Amendment No. 1
to the Company’s Schedule 14A filed with the SEC on
Janurary 31, 2017).
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(c)(i)
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Fairness
Opinion of Kidron Capital Advisors LLC dated December 19, 2016
(incorporated herein by reference to Annex B of the
Proxy Statement).
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(c)(ii)
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Presentation
dated December 13, 2016 of Kidron Capital Advisors LLC to the Board
of Directors of the Company.
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(d)
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Not
applicable.
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(f)
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Not
applicable.
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(g)
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Not
applicable.
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