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) December 27, 2005
PAYMENT DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-30152 98-0190072
(State or other jurisdiction (IRS Employer (Commission
of incorporation) Identification No.) File Number)
12500 SAN PEDRO, SUITE 120, SAN ANTONIO, TEXAS 78216
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (210) 249-4100
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(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 (see General Instruction A.2. below):
[ ] 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
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Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 27, 2005, we amended the terms of our 1999 Employee Comprehensive
Stock Plan and the 1999 Non-Employee Director Plan to remove any and all
requirements for mandatory vesting periods with regard to option awards made
under the respective Plans in order to conform the Plans to those employed by
other public companies. The amended 1999 Employee Comprehensive Stock Plan and
the amended 1999 Non-Employee Director Plan are filed as Exhibit 10.1 and
Exhibit 10.2, respectively, to this current report on Form 8-K.
The foregoing description of the terms and conditions of the Plans are
qualified in their entirety by, and made subject to, the more complete
information set forth in the 1999 Employee Comprehensive Stock Plan and the 1999
Non-Employee Director Plan included on this Form 8-K as Exhibit 10.1and Exhibit
10.2, respectively, and incorporated herein by reference.
This report contains forward-looking statements that involve risks and
uncertainties. We generally use words such as "believe," "may," "could," "will,"
"intend," "expect," "anticipate," "plan," and similar expressions to identify
forward-looking statements. You should not place undue reliance on these
forward-looking statements. Our actual results could differ materially from
those anticipated in the forward-looking statements for many reasons including
our ability to implement our business plan, our ability to raise additional
funds and manage our substantial debts, consumer acceptance of our products, our
ability to broaden our customer base, and other risks described in our
reports filed with the Securities and Exchange Commission from time to time.
Although we believe the expectations reflected in the forward-looking
statements are reasonable, they relate only to events as of the date on
which the statements are made, and our future results, levels of
activity, performance or achievements may not meet these expectations. We do
not intend to update any of the forward-looking statements after the date of
this document to conform these statements to actual results or to changes
in our expectations, except as required by law.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT NO. DOCUMENT DESCRIPTION
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10.1 1999 Employee Comprehensive Stock Plan, as amended.
10.2 1999 Non-Employee Director Plan, as amended.
SIGNATURE
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.
Payment Data Systems, Inc.
(Registrant)
Date January 3, 2006
/s/ Michael R. Long
(Signature)
Michael R. Long
Chief Executive Officer
and Chief Financial Officer