UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 6, 2018

NCR CORPORATION

(Exact name of registrant specified in its charter)

Commission File Number: 001-00395

864 Spring Street NW

Atlanta, GA 30308

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (937) 445-5000

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 (see General Instruction A.2 below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Agreement and Plan of Merger

As previously disclosed, NCR Corporation, a Maryland corporation (“NCR” or the “Company”), Orwell Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and JetPay Corporation, a Delaware corporation (“JetPay”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) on October 19, 2018, which provided for NCR’s acquisition of JetPay.

Pursuant to the terms of Merger Agreement, on November 2, 2018, Merger Sub commenced a cash tender offer (the “Offer”) for any and all of the issued and outstanding (i) shares of common stock, par value $0.001 per share, of JetPay at a price per share of $5.05, (ii) shares of Series A Convertible Preferred Stock of JetPay at a price of $5.05 per share of common stock underlying each Series A Convertible Preferred Stock, (iii) shares of Series A-1 Convertible Preferred Stock of JetPay at a price of $600 per share, and (iv) shares of Series A-2 Convertible Preferred Stock of JetPay at a price of $600 per share, in each case, net to the seller in cash, without interest.

At 11:59 p.m. Philadelphia, Pennsylvania time, on December 4, 2018, the Offer expired as scheduled. According to the depositary, as of the expiration of the Offer, a total of 13,996,813 shares of JetPay common stock, 133,333 shares of Series A Convertible Preferred Stock and 9,000 shares of Series A-1 Convertible Preferred Stock were validly tendered and not withdrawn prior to the expiration of the Offer (not including 1,212,577 shares of common stock delivered pursuant to the guaranteed delivery procedures). Approximately 94% of all outstanding shares of JetPay on a fully diluted basis have been tendered (the percentage is 98% if guaranteed delivery shares are taken into account) as of the expiration of the Offer.

On December 6, 2018, NCR completed the acquisition of JetPay through the merger of Merger Sub with and into JetPay in accordance with Section 
251(h) of the Delaware General Corporation Law (the “Merger”). At the effective time of the Merger, the separate corporate existence of Merger Sub ceased and JetPay became a wholly-owned subsidiary of NCR.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to NCR’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2018 and is incorporated herein by reference.

On December 6, 2018, NCR issued a press release relating to the expiration and results of the Offer and the completion of the Merger. A copy of that press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

(d) Exhibits

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.

Exhibit 99.1

NCR Successfully Completes Acquisition of JetPay Corporation

Atlanta, GA – December 6, 2018 – NCR Corporation (NYSE: NCR) announced today the successful completion of its acquisition of JetPay Corporation (NASDAQ: JTPY) through a tender offer made by NCR’s wholly-owned acquisition subsidiary, Orwell Acquisition Corporation, for all of the outstanding shares of JetPay.

NCR’s tender offer for all of the outstanding shares of JetPay at a purchase price of $5.05 per share of common stock, $5.05 per share of common stock underlying each Series A Convertible Preferred Stock, $600 per share of Series A-1 Convertible Preferred Stock and $600 per share of Series A-2 Convertible Preferred Stock, without interest and less any required tax withholding (the “Offer”), expired as scheduled at 11:59 p.m. Philadelphia, PA time, on December 4, 2018.

The depositary has advised that, as of the expiration of the tender offer, a total of 13,996,813 shares of JetPay common stock, 133,333 shares of Series A Convertible Preferred Stock and 9,000 shares of Series A-1 Convertible Preferred Stock were validly tendered and not withdrawn prior to the expiration of the Offer (not including 1,212,577 shares of common stock delivered pursuant to the guaranteed delivery procedures). Approximately 94% of all outstanding shares of JetPay stock on a fully diluted basis have been tendered (the percentage is 98% if guaranteed delivery shares are taken into account) as of the expiration of the Offer.

All of the conditions to the Offer have been satisfied and on December 6, 2018, NCR and its wholly-owned subsidiary, Orwell Acquisition Corporation, accepted for payment, and will promptly pay for, all shares validly tendered and not properly withdrawn in the Offer.

Following completion of the Offer, NCR completed the acquisition of JetPay through the merger of Orwell Acquisition Corporation with and into JetPay, without a vote of JetPay’s stockholders pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with JetPay surviving the merger as a wholly-owned subsidiary of NCR. In connection with the merger, each share of JetPay not validly tendered in the Offer (other than shares held by any stockholder entitled to and properly demanding statutory appraisal of its shares) has been converted into the right to receive the same $5.05 per share of common stock, $5.05 per share of common stock underlying each Series A Convertible Preferred Stock, $600 per share of Series A-1 Convertible Preferred Stock and $600 per share of Series A-2 Convertible Preferred Stock, in cash, without interest and less applicable tax withholding, as will be paid for all shares that were validly tendered and not properly withdrawn in the Offer. JetPay’s common stock will be delisted from the Nasdaq Capital Market.

Financial Technology Partners LP and FTP Securities LLC acted as the financial and strategic advisor to the Special Committee of the Board of Directors of JetPay and Dechert LLP acted as legal counsel.

BofA Merrill Lynch acted as the financial and strategic advisor to the Board of Directors of NCR Corporation in connection with the transaction and Benesch, Friedlander, Coplan & Aronoff LLP served as legal counsel.

About NCR Corporation

NCR Corporation (NYSE: NCR) is a leader in banking and commerce solutions, powering incredible experiences that make life easier. NCR is headquartered in Atlanta, Ga., with 34,000 employees and does business in 180 countries. NCR is a trademark of NCR Corporation in the United States and other countries.

Web site: www.ncr.com

Twitter: @NCRCorporation

Facebook: www.facebook.com/ncrcorp

LinkedIn: www.linkedin.com/company/ncr-corporation

YouTube: www.youtube.com/user/ncrcorporation

Source: NCR Corporation

News Media Contact:

Tim Henschel

NCR Corporation

770-299-5100

Tim.Henschel@NCR.com

or

Investor Contact:

Michael Nelson

NCR Corporation

678-808-6995

michael.nelson@ncr.com