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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
OMB APPROVAL |
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Washington, D.C. 20549 |
OMB Number: 3235-0145 |
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Expires: December 31, 2005 |
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SCHEDULE 13G/A |
Estimated
average burden |
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Under
the Securities Exchange Act of 1934
(Amendment No. 3)*
VeriFone Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
92342Y 10 9
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. 92342Y 10 9 |
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Names of Reporting Person: |
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Check the Appropriate Box if a Member of a Group* |
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(a) |
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(b) |
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SEC Use Only |
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Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power: |
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Shared Voting Power: |
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Sole Dispositive Power: |
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Shared Dispositive Power: |
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9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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11 |
Percent of Class
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Type of Reporting Person*: |
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CUSIP No. 92342Y 10 9 |
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Names of Reporting Person: |
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Check the Appropriate Box if a Member of a Group* |
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(a) |
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(b) |
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3 |
SEC Use Only |
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Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power: |
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Shared Voting Power: |
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Sole Dispositive Power: |
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Shared Dispositive Power: |
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9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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11 |
Percent of Class
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Type of Reporting Person*: |
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CUSIP No. 92342Y 10 9 |
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Names of Reporting Person: |
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Check the Appropriate Box if a Member of a Group* |
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(a) |
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(b) |
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3 |
SEC Use Only |
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Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power: |
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Shared Voting Power: |
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Sole Dispositive Power: |
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Shared Dispositive Power: |
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Aggregate Amount
Beneficially Owned by Each Reporting Person |
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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11 |
Percent of Class
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Type of Reporting Person*: |
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CUSIP No. 92342Y 10 9 |
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1 |
Names of Reporting Person: |
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Check the Appropriate Box if a Member of a Group* |
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(a) |
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(b) |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power: |
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Shared Voting Power: |
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Sole Dispositive Power: |
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Shared Dispositive Power: |
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9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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11 |
Percent of Class
Represented by Amount in Row (9) |
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Type of Reporting Person*: |
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Less than 0.1%.
CUSIP No. 92342Y 10 9 |
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1 |
Names of Reporting Person: |
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Check the Appropriate Box if a Member of a Group* |
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(a) |
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(b) |
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3 |
SEC Use Only |
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Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power: |
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Shared Voting Power: |
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Sole Dispositive Power: |
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Shared Dispositive Power: |
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9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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Percent of Class
Represented by Amount in Row (9) |
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Type of Reporting Person*: |
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Less than 0.1%.
CUSIP No. 92342Y 10 9 |
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1 |
Names of Reporting Person: |
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Check the Appropriate Box if a Member of a Group* |
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(a) |
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(b) |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power: |
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Shared Voting Power: |
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Sole Dispositive Power: |
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Shared Dispositive Power: |
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9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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11 |
Percent of Class
Represented by Amount in Row (9) |
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Type of Reporting Person*: |
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Less than 0.1%.
CUSIP No. 92342Y 10 9 |
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1 |
Names of Reporting Person: |
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Check the Appropriate Box if a Member of a Group* |
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(a) |
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(b) |
x |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of
Organization |
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Number of |
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Sole Voting Power: |
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Shared Voting Power: |
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Sole Dispositive Power: |
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Shared Dispositive Power: 0 |
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9 |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* o |
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11 |
Percent of Class
Represented by Amount in Row (9) |
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Type of Reporting Person*: |
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Less than 0.1%.
CUSIP No. 92342Y 10 9 |
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Item 1(a) |
Name of Issuer: |
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Item 1(b) |
Address of Issuers
Principal Executive Offices: |
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Item 2(a) |
Name of Person Filing:
The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. |
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Item 2(b) |
Address of Principal
Business Office or, if none, Residence: |
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Item 2(c) |
Citizenship: |
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Item 2(d) |
Title of Class of
Securities: |
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Item 2(e) |
CUSIP No.: |
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Item 3 |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: |
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Not Applicable. |
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CUSIP No. 92342Y 10 9 |
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Item 4 |
Ownership: |
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(a)-(b) |
Amount beneficially owned and Percent of class. Partners VII is the direct beneficial owner of 62,626 shares of Common Stock, or less than 0.1% of the Common Stock. Mezzanine Partners is the direct beneficial owner of 210 shares of Common Stock, or less than 0.1% of the Common Stock. GTCR is the direct beneficial owner of 494 shares of Common Stock, or less than 0.1% of the Common Stock.
The shares of Common Stock beneficially owned by Partners VII may be deemed to be beneficially owned indirectly by GTCR, the general partner of Partners VII. The shares of Common Stock beneficially owned by Mezzanine Partners may be deemed to be beneficially owned indirectly by: Partners VI, the general partner of Mezzanine Partners; and GTCR, the general partner of Partners VI. GTCR makes decisions with respect to the voting and disposition of the shares held by Fund VII, Capital Partners and Co-Invest through a six-person members committee.
Pursuant to Rule 13d-5(b)(1) under the Act, Partners VII, Mezzanine Partners, Partners VI and GTCR may be deemed as a group to have beneficial ownership of 22,458,911.1 shares of Common Stock, the aggregate number of shares of Common Stock held by the Reporting Persons. Each such person disclaims beneficial ownership of any such shares in which it does not have a pecuniary interest.
All of the percentages calculated in this Schedule 13G are based upon an aggregate of 84,633,459 shares of Common Stock outstanding as of December 15, 2009, as disclosed in the Company's Form 10-K, filed December 22, 2009. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote: See Item 5 of each cover page. |
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(ii) |
Shared power to vote or to direct the vote: See Item of 6 of each cover page. |
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(iii) |
Sole power to vote or to direct the disposition: See Item 7 of each cover page. |
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(iv) |
Shared power to vote or to direct the disposition: See Item 8 of each cover page. |
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Item 5 |
Ownership of Five Percent or Less of a Class: |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities check the following: x |
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Item 6 |
Ownership of More than Five Percent on Behalf of Another Person: |
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See response to Items 4(a) and (b). |
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Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
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Not applicable. |
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Item 8 |
Identification and Classification of Members of the Group: |
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The Reporting Persons may be deemed to be a group for purposes of Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement. |
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Item 9 |
Notice of Dissolution of Group: |
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Not applicable. |
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CUSIP No. 92342Y 10 9 |
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Item 10 |
Certification: |
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Not applicable. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2010 |
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GTCR FUND VII, L.P. |
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By: |
GTCR Partners VII, L.P. |
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Its: |
General Partner |
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By: |
GTCR Golder Rauner, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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GTCR CO-INVEST, L.P. |
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By: |
GTCR Golder Rauner, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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CUSIP No. 92342Y 10 9 |
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GTCR CAPITAL PARTNERS, L.P. |
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By: |
GTCR Mezzanine Partners, L.P. |
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Its: |
General Partner |
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By: |
GTCR Partners VI, L.P. |
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Its: |
General Partner |
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By: |
GTCR Golder Rauner, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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GTCR PARTNERS VII, L.P. |
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By: |
GTCR Golder Rauner, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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GTCR GOLDER RAUNER, L.L.C. |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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CUSIP No. 92342Y 10 9 |
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GTCR MEZZANINE PARTNERS, L.P. |
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By: |
GTCR Partners VI, L.P. |
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Its: |
General Partner |
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By: |
GTCR Golder Rauner, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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GTCR PARTNERS VI, L.P. |
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By: |
GTCR Golder Rauner, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: February 12, 2010 |
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GTCR FUND VII, L.P. |
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By: |
GTCR Partners VII, L.P. |
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Its: |
General Partner |
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By: |
GTCR Golder Rauner, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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GTCR CO-INVEST, L.P. |
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By: |
GTCR Golder Rauner, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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GTCR CAPITAL PARTNERS, L.P. |
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By: |
GTCR Mezzanine Partners, L.P. |
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Its: |
General Partner |
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By: |
GTCR Partners VI, L.P. |
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Its: |
General Partner |
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By: |
GTCR Golder Rauner, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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GTCR PARTNERS VII, L.P. |
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By: |
GTCR Golder Rauner, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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GTCR GOLDER RAUNER, L.L.C. |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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GTCR MEZZANINE PARTNERS, L.P. |
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By: |
GTCR Partners VI, L.P. |
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Its: |
General Partner |
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By: |
GTCR Golder Rauner, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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GTCR PARTNERS VI, L.P. |
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By: |
GTCR Golder Rauner, L.L.C. |
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Its: |
General Partner |
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By: |
/s/ David A. Donnini |
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Name: |
David A. Donnini |
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Its: |
Principal |
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