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): February 5, 2009
LML
PAYMENT SYSTEMS INC.
(Exact
name of registrant as specified in its charter)
Yukon
Territory
(State or
other jurisdiction of incorporation)
0-13959
(Commission
File Number)
98-0209289
(IRS
Employer Identification No.)
1680-1140
West Pender Street, Vancouver, BC V6E 4G1
(Address
of principal executive offices and Zip Code)
(604)
689-4440
Registrant’s
telephone number, including area code
Not
Applicable
(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
2.02 Results of Operations and Financial Condition
On
February 6, 2009 the Corporation issued a press release describing selected
financial results of the Corporation for the third quarter ended December 31,
2008. The press release is attached hereto as Exhibit
99.1.
Pursuant
to General Instruction B.2 of Form 8-K, the information furnished in this Item
and in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
otherwise subject to the liabilities of that section, nor shall such information
be incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors,
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant
to a resolution of the Compensation Committee of the Board of Directors of LML
Payment Systems Inc. (“LML” or the “Corporation”), effective as of February 5,
2009, LML has appointed Craig Thomson as President of the Corporation and Chris
Koide as Executive Vice-President Operations of the Corporation. LML
has also entered into employment agreements (the “Agreements”) with each of
Messrs. Thomson and Koide. The terms of each of the Agreements are as
follows:
Craig
Thomson
Salary
and Bonus: Mr. Thomson will be paid an annual base salary of
$165,000. Mr. Thomson is also eligible to earn a cash bonus of up to
thirty-five per cent (35%) of his base salary based on the Corporation’s
achievement of reasonable performance goals established by the Compensation
Committee for each fiscal year (or portion thereof) which include targets
related to revenue, the earnings before interest, taxes, depreciation and
amortization (“EBITDA”) of the Corporation and personal objectives.
Equity
Awards: Mr. Thomson is eligible to be awarded options to purchase
common shares in the capital stock of LML.
Separation
Benefits: In the event of Mr. Thomson’s termination following his
involuntary termination or termination without cause, Mr. Thomson will be
eligible to receive a lump sum severance payment equal to six (6) months’ of
base salary and accrued vacation pay through to the date of
termination.
In the
event of Mr. Thomson’s termination following a change in control of LML, Mr.
Thomson will be eligible to receive a lump sum severance payment equal to one
(1) year of base salary and accrued vacation pay through to the date of
termination.
Chris
Koide
Salary
and Bonus: Mr. Koide will be paid an annual base salary of
$140,000. Mr. Koide is also eligible to earn a cash bonus of up to
thirty-five per cent (35%) of his base salary based on the Corporation’s
achievement of reasonable performance goals established by the Compensation
Committee for each fiscal year (or portion thereof) which include targets
related to revenue, EBITDA of the Corporation and personal
objectives.
Equity
Awards: Mr. Koide is eligible to be awarded options to purchase
common shares in the capital stock of LML.
Separation
Benefits: In the event of Mr. Koide’s termination following his
involuntary termination or termination without cause, Mr. Koide will be eligible
to receive a lump sum severance payment equal to six (6) months’ of base salary
and accrued vacation pay through to the date of termination.
In the
event of Mr. Koide’s termination following a change in control of LML, Mr. Koide
will be eligible to receive a lump sum severance payment equal to one (1) year
of base salary and accrued vacation pay through to the date of
termination.
The
summaries of the employment agreements set forth above do not purport to be
complete and are qualified in their entirety by reference to the full text of
such agreements, copies of which are filed herewith as exhibits and are
incorporated herein by reference.
In
connection with the Corporation’s ongoing efforts to strengthen its management
team with the promotion of Mr. Thomson as president, Patrick H. Gaines has
relinquished the title of president of the Corporation, but is remaining in the
positions of Chief Executive Officer and Chairman of the Board of the
Corporation and will remain actively involved in the day-to-day management of
the Corporation. The Corporation and Mr. Gaines have entered into an
amendment to his employment agreement dated March 31, 2008 to reflect this
change. All other terms of Mr. Gaines’ agreement remain
unchanged.
Pursuant
to another resolution of the Compensation Committee of the Board of Directors of
LML, the annual cash bonus opportunity granted to Richard R. Schulz, the
Corporation’s Chief Accounting Officer, has been changed from 15% of his base
salary to 35% of his base salary for each full fiscal year commencing at the
commencement of the Corporation’s 2010 fiscal year. The Corporation
and Mr. Schulz have entered into an amendment to his employment agreement dated
March 31, 2008 to reflect this change. All other terms of Mr.
Schulz’s agreement remain unchanged.
The
summaries of the amendments to both Mr. Gaines and Mr. Schulz’s employment
agreements set forth above do not purport to be complete and are qualified in
their entirety by reference to the full text of such amendments to their
respective agreements, copies of which are filed herewith as exhibits and are
incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
The text under Item 2.02 above is
hereby incorporated by reference into this Item 7.01.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
10.1
|
Employment
agreement between LML Payment Systems Inc. and Craig Thomson dated
February 5, 2009.
|
|
10.2
|
Employment
agreement between LML Payment Systems Inc. and Chris Koide dated February
5, 2009.
|
|
10.3
|
Amending
agreement to the employment agreement between LML Payment Systems Inc. and
Patrick H. Gaines dated February 5,
2009.
|
|
10.4
|
Amending
agreement to the employment agreement between LML Payment Systems Inc. and
Richard R. Schulz dated February 5,
2009.
|
|
99.1
|
Press
release dated February 6, 2009.
|
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.
LML
PAYMENT SYSTEMS INC.
/s/ Carolyn
Gaines____________________________
By: Carolyn
Gaines
Corporate
Secretary
Date: February
9, 2009