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): November 22, 2011
DELUXE CORPORATION
(Exact name of registrant as specified in its charter)
| Minnesota | 1-7945 | 41-0216800 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 3680 Victoria St. North, Shoreview, Minnesota | 55126-2966 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (651) 483-7111
N/A
(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:
| o | Written communication 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)) |
Section 8 – Other Events
| Item 8.01 | Other Events. |
In March 2011, we issued $200.0 million of 7.00% senior notes maturing on March 15, 2019 in a private placement not registered with the Securities and Exchange Commission (the "SEC"). The Company’s obligations under the notes are jointly and severally guaranteed on a full and unconditional basis by all of our existing and future direct and indirect subsidiaries that guarantee any of our other indebtedness (the “Guarantors”).
We are filing this Form 8-K to (i) provide investors with historical condensed financial information for the Guarantors and (ii) incorporate by reference the recasted historical financial statements into our filings with the SEC. The recasted historical information contained in Exhibit 99.1 to this Form 8-K does not represent a restatement of previously issued financial statements and has no impact on our historical consolidated financial position, results of operations or cash flows.
The following Condensed Note to Unaudited Consolidated Financial Statements (included in Exhibit 99.1 to this Form 8-K) was added to the notes previously contained in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011:
| · | Note 18: Supplemental guarantor financial information |
The information contained in Exhibit 99.1 to this Form 8-K does not reflect events occurring after the filing of the Form 10-Q for the quarter ended June 30, 2011 and does not modify or update disclosures in the Form 10-Q, except as specifically noted above. Significant developments with respect to these disclosures, as well as other changes in our business, may have occurred and would have been described in filings we made with the SEC subsequent to the filing of the Form 10-Q.
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Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Item 1. Financial Statements |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010, (ii) Consolidated Statements of Income for the quarters and six months ended June 30, 2011 and 2010, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010 and (vi) Condensed Notes to Unaudited Consolidated Financial Statements* |
* Submitted electronically with this report
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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: November 22, 2011
| DELUXE CORPORATION | ||
| /s/ Terry D. Peterson | ||
| Terry D. Peterson | ||
| Senior Vice President, | ||
| Chief Financial Officer |
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INDEX TO EXHIBITS
| Exhibits | |
| Item 1. Financial Statements | |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010, (ii) Consolidated Statements of Income for the quarters and six months ended June 30, 2011 and 2010, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010 and (vi) Condensed Notes to Unaudited Consolidated Financial Statements |
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