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) May 15, 2006
HEARTLAND PAYMENT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-51265 22-3755714
(State or other jurisdiction of (Commission File No) (I.R.S. Employer
incorporation or organization) Identification Number)
90 Nassau Street, Princeton, New Jersey 08542
(Address of principal executive offices) (Zip Code)
(609) 683-3831
(Registrant's telephone number, including area code)
(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
The following information is furnished pursuant to Item 8.01, "Other Events."
On May 15, 2006, Heartland Payment Systems, Inc., a Delaware corporation (the
Company), filed its Form 10-Q for the first quarter ended March 31, 2006. The
Consolidated Statements of Cash Flows filed in that Form 10-Q contained
information which was revised from Consolidated Statements of Cash Flows that
were filed on May 4, 2006 pursuant to Item 2.02, "Results of Operations and
Financial Condition."
Cash flow from operating activities in the Consolidated Statements of Cash Flows
for the three months ended March 31, 2006 was revised to include as an operating
cash outflow, $14.5 million of excess tax benefits resulting from employees
exercising non-qualified stock options and making disqualifying dispositions of
shares acquired through their exercise of incentive stock options. This same
$14.5 million tax benefit was included as a cash inflow from financing
activities. This reflects the presentation prescribed by SFAS No. 123R,
Share-Based Payment, and SFAS No. 95, Statement of Cash Flow, as amended.
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.
Dated: May 15, 2006
Heartland Payment Systems, Inc.
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(Registrant)
By: /s/ ROBERT H.B. BALDWIN, JR.
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Robert H.B. Baldwin, Jr.
Chief Financial Officer