Prepared By R.R. Donnelley Financial -- Form 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):  06/11/2009
 
VeriFone Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-32465
 
Delaware
  
04-3692546
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
2099 Gateway Place, Suite 600
San Jose, CA 95110
(Address of principal executive offices, including zip code)
 
408-232-7800
(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:

[  ]   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 8.01.    Other Events
 
GTCR Golder Rauner, LLC ("GTCR"), a private equity firm which led our initial recapitalization in 2002 and continued to be a major stockholder since then, has informed us that certain of its affiliated investment funds have made aggregate distributions of its shareholdings in our common stock totaling approximately 7,000,000 shares to their fund participants. Effective as of such distribution, GTCR will cease to be the beneficial owner of 5% or more of our outstanding shares of common stock.
 

 

SIGNATURES
 
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.
 
     
 
 
 
Date: June 11, 2009
     
By:
 
/s/    Albert Liu

               
Albert Liu
               
SVP & General Counsel