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. 6)
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):
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: ☐
Transaction Valuation (*)
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Amount of Filing Fee (**)
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$54,400
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$11
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(*)
Calculated solely for purposes of determining the filing fee. This
amount assumes the acquisition of approximately 136,000 shares of
common stock for $0.40 per share in cash in lieu of issuing
fractional shares to holders of less than 200 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 $54,400 by
0.0002.
☑
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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
The purpose
of this Amendment No. 6 is to report the results of the Rule 13e-3
transaction described below.
This
Amendment No. 6 amends the Rule 13e-3 Transaction Statement on
Schedule 13E-3 that was originally filed on December 30, 2016 by
Paybox Corp, a Delaware corporation (the “Company”), as
amended by Amendment No. 1 filed February 2, 2017,
Amendment No. 2 filed on February 24, 2017, Amendment
No. 3 filed on March 30, 2017, Amendment No. 4 filed on
April 7, 2017, and Amendment No. 5 filed on April 11,
2017.
At a
special meeting held on Wednesday, May 3, 2017, the Company’s
stockholders approved resolutions authorizing an amendment to the
Company’s Certificate of Incorporation, whereby
the Company would effect a 1-for-200 reverse stock split (the
“Reverse Stock Split”) of its Common Stock, eliminate
fractional shares resulting from and after the Reverse Stock Split,
would pay cash consideration for such resulting fractional shares
at the rate of $0.40 per pre-split share, and, as a result, each
stockholder owning fewer than 200 shares of Common Stock prior to
the Reverse Stock Split will have such shares canceled and
converted into the right to receive $0.40 for each share of such
stock held prior to the Reverse Stock Split.
On May
3, 2017, Company filed with the Secretary of State of the State of
Delaware a Certificate of Amendment to the Company’s
Certificate of Incorporation to effect the Reverse Stock
Split.
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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PAYBOX 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:
May 10, 2017