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): August 14, 2007
VERIFONE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-32465
(Commission File Number)
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04-3692546
(IRS Employer
Identification No.) |
2099 Gateway Place, Suite 600
San Jose, CA 95110
(Address of principal executive offices with zip code)
(408) 232-7800
(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-4(c))
TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
On August 14, 2007, VeriFone Holdings, Inc. (the “Registrant”) announced that Craig A. Bondy
had submitted his resignation from the board of directors of the Registrant to be effective as of
October 1, 2007.
On
August 14, 2007, the Registrant announced the appointment of Mr. Eitan Raff to
serve as a director, effective as of October 1, 2007. Mr. Raff will serve on the Registrant’s
board of directors from the effective date of his appointment until the Registrant’s next annual
meeting of stockholders. Mr. Raff fills the vacancy created by the resignation of Mr. Bondy.
Mr. Raff has been the Chairman of Bank Leumi since 1995. Mr. Raff is also the Chairman of the
Management Committee of Hebrew University and previously served as the Accountant General
(Treasurer) in the Israeli Ministry of Finance. Mr. Raff holds a B.A. and M.B.A. from Hebrew
University, Jerusalem.
Mr. Raff has not been appointed to any committee of the board of directors. However, he may
be appointed to committees of the board of directors in the future, at the discretion of the board
of directors.
Mr. Raff has no reportable transactions under Item 404(a) of Regulation S-K.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d)
Exhibits.
The following exhibit is furnished as part of this Report on Form 8-K:
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99.1 |
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Press Release of the Registrant dated August 14, 2007. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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VERIFONE HOLDINGS, INC.
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| Date: August 14, 2007 |
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/s/ Barry Zwarenstein
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Barry Zwarenstein |
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Executive Vice President and Chief Financial Officer |
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