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**UNITED STATES  SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

 

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**FORM 10-Q/A**

**(Amendment No. 1)**

 

**(Mark One)**

 

**x**      **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the quarterly period ended June 30, 2015**

 

**OR**

** **

**o**         **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from               to              **

 

**Commission file number 001-35699**

 

**PLANET PAYMENT, INC.**

(Exact Name of Registrant as Specified in its Charter)

 

| **Delaware**                                                     |   | **13-4084693**                         |
|------------------------------------------------------------------|--------|----------------------------------------|
| (State or Other   Jurisdiction of Incorporation or Organization) |   | (I.R.S. Employer   Identification No.) |

 

| **670   Long Beach Boulevard   Long Beach, New York** |   | **11561**  |
|-------------------------------------------------------|--------|------------|
| (Address of Principal   Executive Offices)            |   | (Zip Code) |

 

**(516) 670-3200**

(Registrant’s Telephone Number, Including Area Code)

 

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
| Large Accelerated Filer o                   |   | Accelerated Filer x         |
|---------------------------------------------|--------|-----------------------------|
|                                        |   |                        |
| Non-Accelerated Filer o                     |   | Smaller Reporting Company o |
| (Do not check if smaller reporting company) |   |                        |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes  x No

 

As of July 31, 2015 there were 52,548,508 shares of the registrant’s common stock outstanding.

 

 

 

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**PLANET PAYMENT, INC.**

**AMENDMENT NO. 1 TO**

**QUARTERLY REPORT ON FORM 10-Q**

**For the Fiscal Quarter Ended June 30, 2015**

**TABLE OF CONTENTS**

 
| ** **             | **Page   No.** |
|------------------------|----------------|
| **EXPLANATORY NOTE**   | 1              |
| **ITEM 6. EXHIBITS**   | 2              |
| **SIGNATURES**         | 4              |
| **EXHIBIT INDEX** | 5              |

 

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**Explanatory Note**

 

Planet Payment, Inc. (the “***Company***”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 (the “***Form 10-Q***”), originally filed by the Company with the Securities and Exchange Commission on August 4, 2015, as an exhibit-only filing in response to comments received from the staff of the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibit 10.1 originally filed with the Form 10-Q.  This Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “***Amendment***”) is being filed solely to re-file Exhibit 10.1 and to amend and restate the Exhibit Index included in the Form 10-Q.  In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.

 

Except as described above, this Amendment does not reflect events occurring after the filing of the original Form 10-Q and no revisions are being made pursuant to this Amendment to the Company’s financial statements or any other disclosure in the Form 10-Q.

 

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**Item 6: Exhibits.**

 
| **Exhibit** | ** ** | ** **                                                                                                                                                                                                       | ** ** | **Incorporated by Reference** | ** ** | **Filing**        | ** ** | **Filed/Furnished** |
|-------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|-------------------|------------|---------------------|
| **Number**  | ** ** | **Exhibit Description**                                                                                                                                                                                     | ** ** | **Form**                                | ** ** | **File No.** | ** ** | **Exhibit**         | ** ** | **Date** | ** ** | **Herewith** |
| 10.1†  |       | Service Agreement, dated May 1, 2015,   by and between Planet Payment, Inc. and Global Payments   Direct, Inc.                                                                          |       |                                    |       |              |       |                |   |   |   | X |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 10.2        |       | Credit and Security Agreement, dated June 10, 2015,   by and between Planet Payment, Inc. and Citizens Bank, N.A.                                                                                      |       | 10-Q                                    |       | 001-35699         |       | 10.2                |   | 8/4/15 |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 21.1        |       | List of Subsidiaries of Planet Payment, Inc.                                                                                                                                                                |       | 10-Q                                    |       | 001-35699         |       | 21.1                |   | 8/4/15 |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 31.1        |       | Certification of Chief Executive Officer pursuant to   Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended,   as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |       | 10-Q                                    |       | 001-35699         |       | 31.1                |   | 8/4/15 |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 31.2        |       | Certification of Chief Financial Officer pursuant to   Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended,   as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |       | 10-Q                                    |       | 001-35699         |       | 31.2                |   | 8/4/15 |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 31.3        |       | Certification of Chief Executive Officer pursuant to   Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended,   as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |       |                                    |       |              |       |                |   |   |   | X |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 31.4        |       | Certification of Chief Financial Officer pursuant to   Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended,   as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |       |                                    |       |              |       |                |   |   |   | X |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 32.1*       |       | Certification of Chief Executive Officer pursuant to   Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended,   as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |       | 10-Q                                    |       | 001-35699         |       | 32.1                |   | 8/4/15 |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 32.2*       |       | Certification of Chief Financial Officer pursuant to   Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended,   as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |       | 10-Q                                    |       | 001-35699         |       | 32.2                |   | 8/4/15 |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 101.INS     |       | XBRL Instance Document                                                                                                                                                                                           |       | 10-Q                                    |       | 001-35699         |       | 101.INS             |   | 8/4/15 |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 101.SCH     |       | XBRL Taxonomy Schema Linkbase Document                                                                                                                                                                           |       | 10-Q                                    |       | 001-35699         |       | 101.SCH             |   | 8/4/15 |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 101.CAL     |       | XBRL Taxonomy Calculation Linkbase Document                                                                                                                                                                      |       | 10-Q                                    |       | 001-35699         |       | 101.CAL             |   | 8/4/15 |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 101.DEF     |       | XBRL Taxonomy Definition Linkbase Document                                                                                                                                                                       |       | 10-Q                                    |       | 001-35699         |       | 101.DEF             |   | 8/4/15 |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 101.LAB     |       | XBRL Taxonomy Labels Linkbase Document                                                                                                                                                                           |       | 10-Q                                    |       | 001-35699         |       | 101.LAB             |   | 8/4/15 |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |   |   |   |   |
| 101.PRE     |       | XBRL Taxonomy Presentation Linkbase Document                                                                                                                                                                     |       | 10-Q                                    |       | 001-35699         |       | 101.PRE             |   | 8/4/15 |   |   |

 

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†                 The Company has omitted portions of the referenced exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended

 

*                 This exhibit is being furnished and is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

 

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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 thereunto duly authorized.

 
|                          |   | PLANET PAYMENT, INC.                                                                |
|-------------------------------|--------|------------------------------------------------------------------------------------------|
|                          |   | (Registrant)                                                                             |
|                          |   |                                                                                     |
| Dated:   October 9, 2015 | By:    | /S/ CARL J. WILLIAMS                                                                |
|                          |   | Carl J. Williams                                                                         |
|                          |   | Chief Executive Officer and Chairman of the   Board of Directors                         |
|                          |   | (Principal Executive Officer)                                                            |
|                          |   |                                                                                     |
| Dated:   October 9, 2015 | By:    | /S/ RAYMOND D’APONTE                                                           |
|                          |   | Raymond D’Aponte                                                                    |
|                          |   | Chief Financial Officer (Principal   Financial Officer and Principal Accounting Officer) |

 

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**EXHIBIT INDEX**

 
| **Exhibit** | ** ** | ** **                                                                                                                                                                                                       | ** ** | **Incorporated by Reference** | ** ** | **Filing**        | ** ** | **Filed/Furnished** | ** ** |
|-------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|-------------------|------------|---------------------|------------|
| **Number**  |       | **Exhibit Description**                                                                                                                                                                                     |       | **Form**                                |       | **File No.** |       | **Exhibit**         |       | **Date** |   | **Herewith** |   |
| 10.1†  |       | Service Agreement, dated May 1, 2015,   by and between Planet Payment, Inc. and Global Payments   Direct, Inc.                                                                          |       |                                    |       |              |       |                |       |   |   | X |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 10.2        |       | Credit and Security Agreement, dated June 10,   2015, by and between Planet Payment, Inc. and Citizens Bank, N.A.                                                                                      |       | 10-Q                                    |       | 001-35699         |       | 10.2                |       | 8/4/15 |   |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 21.1        |       | List of Subsidiaries of Planet Payment, Inc.                                                                                                                                                                |       | 10-Q                                    |       | 001-35699         |       | 21.1                |       | 8/4/15 |   |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 31.1        |       | Certification of Chief Executive Officer pursuant to   Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended,   as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |       | 10-Q                                    |       | 001-35699         |       | 31.1                |       | 8/4/15 |   |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 31.2        |       | Certification of Chief Financial Officer pursuant to   Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended,   as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |       | 10-Q                                    |       | 001-35699         |       | 31.2                |       | 8/4/15 |   |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 31.3        |       | Certification of Chief Executive Officer pursuant to   Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended,   as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |       |                                    |       |              |       |                |       |   |   | X |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 31.4        |       | Certification of Chief Financial Officer pursuant to   Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended,   as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |       |                                    |       |              |       |                |       |   |   | X |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 32.1*       |       | Certification of Chief Executive Officer pursuant to   Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended,   as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |       | 10-Q                                    |       | 001-35699         |       | 32.1                |       | 8/4/15 |   |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 32.2*       |       | Certification of Chief Financial Officer pursuant to   Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended,   as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |       | 10-Q                                    |       | 001-35699         |       | 32.2                |       | 8/4/15 |   |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 101.INS     |       | XBRL Instance Document                                                                                                                                                                                           |       | 10-Q                                    |       | 001-35699         |       | 101.INS             |       | 8/4/15 |   |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 101.SCH     |       | XBRL Taxonomy Schema Linkbase Document                                                                                                                                                                           |       | 10-Q                                    |       | 001-35699         |       | 101.SCH             |       | 8/4/15 |   |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 101.CAL     |       | XBRL Taxonomy Calculation Linkbase Document                                                                                                                                                                      |       | 10-Q                                    |       | 001-35699         |       | 101.CAL             |       | 8/4/15 |   |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 101.DEF     |       | XBRL Taxonomy Definition Linkbase Document                                                                                                                                                                       |       | 10-Q                                    |       | 001-35699         |       | 101.DEF             |       | 8/4/15 |   |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 101.LAB     |       | XBRL Taxonomy Labels Linkbase Document                                                                                                                                                                           |       | 10-Q                                    |       | 001-35699         |       | 101.LAB             |       | 8/4/15 |   |   |   |
|        |       |                                                                                                                                                                                                             |       |                                    |       |              |       |                |       |   |   |   |   |
| 101.PRE     |       | XBRL Taxonomy Presentation Linkbase Document                                                                                                                                                                     |       | 10-Q                                    |       | 001-35699         |       | 101.PRE             |       | 8/4/15 |   |   |   |

 

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†                 The Company has omitted portions of the referenced exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended

 

*                 This exhibit is being furnished and is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

 

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