Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 4, 2015

 

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Xoom Corporation

(Exact name of registrant as specified in its charter)

 

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Delaware		001-35801		94-3401054
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

425 Market Street, 12th Floor San Francisco, CA 94105
(Address of principal executive offices, including zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

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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))

 

 

 

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Item 5.07  Submission of Matters to a Vote of Security Holders.

 

On September 4, 2015, Xoom Corporation (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, stockholders voted on the following proposal, which is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 7, 2015. The number of votes cast for, against, as well as the number of abstentions and broker non-votes with respect to the proposal voted upon at the Special Meeting are set forth below.

 

Proposal 1 — The Merger Agreement.  The stockholders voted on the adoption of the Agreement and Plan of Merger among the Company, PayPal, Inc., Timer Acquisition Corp., and PayPal Holdings, Inc. (solely for the limited purposes of Sections 1.9 and 3 therein) (the “Merger Agreement”). Stockholders voted as follows:

 

For		Against		Abstain		Broker Non-Votes
32,241,262		35,393		1,598,549		—

 

Accordingly, the adoption of the Merger Agreement was approved. Stockholder action on a second proposal, to approve one or more adjournments or postponements of the Special Meeting if necessary and to the extent permitted by the Merger Agreement to solicit additional proxies in favor of proposal 1 was not required and no vote was taken on that proposal.

 

Item 8.01 Other Events.

 

On September 4, 2015, the Company issued a press release announcing the final voting results of the Special Meeting. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Document
99.1		Press release issued by Xoom Corporation on September 4, 2015.

 

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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.

 

Date:  September 4, 2015

 

 

	XOOM CORPORATION
	By:	/s/ John Kunze
		John Kunze
		Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit Number		Document
99.1		Press release issued by Xoom Corporation on September 4, 2015.

 

4

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Exhibit 99.1

 

Xoom Stockholders Approve Planned Acquisition

 

SAN FRANCISCO, Calif., September 4, 2015 — Xoom Corporation (NASDAQ: XOOM), a leading digital money transfer provider, today announced that Xoom stockholders voted to approve the previously announced definitive agreement, dated as of July 1, 2015, pursuant to which PayPal, Inc. will acquire Xoom. At a special meeting held earlier today, approximately 95.17% of Xoom shares represented at the meeting were voted in favor of the agreement.

 

Pursuant to the agreement, PayPal will acquire Xoom for $25 per share in cash, without interest and less any applicable withholding taxes. The transaction remains subject to the satisfaction or waiver of customary closing conditions and the receipt of certain regulatory consents relating to Xoom’s money transmitter licenses.

 

About Xoom

 

Xoom is a leading digital money transfer provider that enables consumers to send money, pay bills and send prepaid mobile phone reloads for family and friends around the world in a secure, fast and cost-effective way, using their mobile phone, tablet or computer. During the 12 months ended June 30, 2015, Xoom’s more than 1.4 million active customers sent approximately $6.9 billion with Xoom. The company is headquartered in San Francisco and can be found online at www.xoom.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This document contains certain forward-looking statements about Xoom, including statements that involve risks and uncertainties concerning PayPal’s proposed acquisition of Xoom. When used in this document, the words “anticipates”, “can”, “will”, “look forward to”, “expected” and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Xoom, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this document due to a number of risks and uncertainties. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the potential effects of disruption to Xoom’s business from the pending Merger, and the possibility that Xoom may be adversely affected by other economic, business, and/or competitive factors. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Xoom. In addition, please refer to the documents that Xoom files with the SEC which identify and address other important factors that could cause results to differ materially from those contained in the forward-looking statements set forth in this document. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this document. Except as required by applicable law, Xoom does not undertake any duty to update any of the information in this document.

 

(Xoom-f)

 

Contacts:

 

Sharrifah Al-Salem, CFA

Director of Investor Relations

415-660-1256

[e-mail]

 

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