form8k091229.htm
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): December 29, 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
1.01
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Entry
into a Material Definitive
Agreement.
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LML
Patent Corp., an indirect wholly-owned subsidiary of LML Payment Systems Inc.
(collectively, the “Registrant”), has entered into a Settlement and License
Agreement (the “Agreement”) with RBS Citizens Bank N.A. (“RBS”) with respect to
litigation filed by LML in the US District Court for the Eastern District of
Texas alleging that RBS infringed U.S. Patent No. RE40220. The
Agreement is effective December 29, 2009 and provides RBS with a license to
LML’s patents for electronic check conversion transactions including “ARC”,
“WEB”, “POP”, “TEL” and “BOC”. In connection with the Agreement, RBS
has agreed to pay the Registrant compensation in the amount of $1,150,000 for
releases, licenses, covenants and all other rights granted under the
Agreement.
The
Registrant expects to file the Agreement as an exhibit to its Quarterly Report
on Form 10-Q for the quarterly period ending December 31, 2009, and intends to
seek confidential treatment for certain terms and provisions of the
Agreement. The foregoing description is qualified in its entirety by
reference to the complete text of the Agreement when filed.
On
December 31, 2009, the Registrant issued a press release announcing the
settlement, which release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
|
(f)
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The
Compensation Committee of LML Payment Systems Inc.’s Board of Directors
approved performance related bonus payments to Patrick H. Gaines, the
Corporation’s Chief Executive Officer, and Richard R. Schulz, the
Corporation’s Controller and Chief Accounting Officer, for the fiscal year
ended March 31, 2009 (“Fiscal 2009”) pursuant to the employment agreements
between the Corporation and each of Mr. Gaines and Mr. Schulz and the
bonuses were included in the Registrant’s payroll period ended on December
31, 2009. Mr. Gaines received a bonus of 35% of his annual base
salary, or U.S. $66,603, and Mr. Schulz received a bonus of 15% of his
annual base salary, or U.S.
$17,127.
|
The
amount of the total compensation paid to Messrs. Gaines and Schulz as reported
in the “Summary Compensation Table” in the Registrant’s proxy statement for
fiscal 2009 (as filed with the SEC) was U.S. $537,304 for Mr. Gaines, including
salary of $193,828 and option award expense of $343,476, and U.S.$215,223 for
Mr. Schulz, including salary of $115,024 and option award expense of
$100,199. After including the amount of the bonuses described above,
the total compensation for Fiscal 2009 is now U.S. $603,907 for Mr. Gaines and
U.S.$232,350 for Mr. Schulz.
Item
9.01
|
Financial
Statements and Exhibits.
|
|
99.1
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News
Release issued by the Registrant on December 31,
2009.
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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.
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LML
PAYMENT SYSTEMS INC.
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|
|
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/s/
Carolyn L. Gaines
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Carolyn
L. Gaines
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Corporate
Secretary
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January
4, 2009
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