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): June 4,
2007
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))
1
Item
7.01 Regulation FD Disclosure.
On
April
30, 2007, LML Payment Systems Inc. (“LML” or the “Corporation”) entered into a
definitive Arrangement Agreement (the “Arrangement Agreement”) with Beanstream
Internet Commerce Inc., a corporation existing under the laws of British
Columbia, Canada (“Beanstream”), to acquire all of the outstanding capital stock
of Beanstream. The Arrangement Agreement was filed as Exhibit 2.1 to
a Form 8-K dated April 30, 2007 that was filed by LML with the SEC on May
4,
2007.
The
Arrangement Agreement sets forth certain customary closing conditions for
the
transaction, including a requirement that the shareholders of Beanstream
approve
the transaction. In connection with soliciting the approval of the
transaction from its shareholders, on June 4, 2007, Beanstream filed with
the
Supreme Court of British Columbia (the “Court”) a Notice of Meeting and
Information Circular dated May 30 2007 (the “Offering Circular”) regarding a
Special Meeting of Shareholders of Beanstream to be held on June 27, 2007
for
the purpose of, among other things, approving the transaction. The
Court granted an interim order on June 4, 2007 permitting Beanstream to mail
the
Offering Circular to its shareholders, and Beanstream expects to commence
such
mailing on or about June 5, 2007.
Although
the Offering Circular is a disclosure document of Beanstream and not LML,
the
Offering Circular contains, with the consent and review of LML, certain
non-public information regarding LML. Accordingly, in light of the
public disclosure of such information in Canada, LML is filing this Form
8-K
under Regulation FD to make such information publicly available in the United
States. A copy of the Offering Circular, as filed by Beanstream with
the Court, is furnished herewith as Exhibit 99.1 and is incorporated herein
by
reference.
Pursuant
to the rules and regulations of the SEC, the information set forth in this
Item
7.01 and in the attached Exhibit 99.1 is deemed to be furnished and shall
not be
deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
section, or incorporated by reference in any filing under the Securities
Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth
by
specific reference in such a filing. This report will not be deemed a
determination or an admission as to the materiality of any information in
the
report that is required to be disclosed solely by Regulation FD.
In
addition, other than the information regarding LML, all of the information
contained in the Offering Circular (including information incorporated by
reference from the Appendices to the Offering Circular) was provided by
Beanstream, and LML assumes no responsibility for (and makes no representation
as to) its accuracy or completeness or for any omission on the part of
Beanstream to disclose facts or events which may affect the accuracy of such
information.
Item
8.01 Other Events.
On
May
24, 2007, LML and Beanstream entered into an Amending Agreement dated as
of that
date (the “Amending Agreement”) to, among other things, clarify certain
provisions of the Arrangement Agreement. A copy of the Amending
Agreement is filed herewith as Exhibit 99.2 and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
In
accordance with General Instruction B.2 of Form 8-K, the information set
forth
in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed
to be “filed” for purposes of the Exchange Act.
2
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(d)
|
Exhibits
|
|
99.1
|
Notice
of Meeting and Information Circular of Beanstream Internet Commerce
Inc.
dated May 30, 2007 (and the Appendices thereto) regarding a Special
Meeting of Shareholders of Beanstream to be held on June 27,
2007.
|
|
99.2
|
Amending
Agreement between LML and Beanstream dated as of May 24,
2007.
|
3
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.
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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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June
5, 2007
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4
Exhibit
Index
The
following is a list of the Exhibits filed or furnished herewith.
|
|
|
|
99.1
|
Notice
of Meeting and Information Circular of Beanstream Internet Commerce
Inc.
dated May 30, 2007 (and the Appendices thereto) regarding a Special
Meeting of Shareholders of Beanstream to be held on June 27,
2007.
|
|
99.2
|
Amending
Agreement between LML and Beanstream dated as of May 24,
2007.
|
5