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: ~~February~~May 241, 2009

PIPELINE DATA INC.

(Exact name of small business issuer in its charter)

Delaware

7389

13-3953764

(State or jurisdiction of

incorporation or organization)

(Primary Standard Indus.

Classification Code Number)

(I.R.S. Employer

Identification No)

~~1515~~4400 ~~Hancock~~Northpoint ~~Street, Suite 301, Hancock Plaza~~Parkway

~~Quincy~~Alpharetta, ~~Massachusetts~~GA ~~02169~~30022

(~~617~~687) ~~405~~867-~~2600~~6000

(Address and telephone number of principal executive offices)

Randal A. McCoy

Pipeline Data Inc.

4400 ~~North~~Northpoint ~~Point~~ Parkway

Alpharetta, GA 30022

(687) 867-6000

(Name, address and telephone number of agent for service)

With copy to:

Sheila G. Corvino, Esq.

Pipeline Data Inc.

4400 ~~North~~Northpoint ~~Point~~ Parkway

Alpharetta, GA 30022

(687) 867-6000

Fax: 802-867-2468

(Name, address and telephone number of agent for service)

1515 Hancock Street, Suite 301, Hancock Plaza

Quincy, Massachusetts 02169

(617) 405-2600

(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):

~~oWritten~~ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement ~~communications~~ communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~o ~~7.01~~Pre-commencement ~~REGULATION~~communications FDpursuant ~~DISCLOSURE~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnItem February 23, 2009, Pipeline Data Inc. (the “Company”) announced that it has restructured agreements with its convertible noteholders as well as with the holders of a $16 million put claim against the Company. The Company announced it issued an affiliate of the ComVest Group a $15 million face amount preferred convertible stock instrument convertible into common stock of the Company at 12.2 ~~cents per share with a 16% payment-in-kind (PIK)~~.01 ~~Total~~COMPLETION ~~shares~~OF outstanding post transaction will be approximately 41 million common and 122,950,820 preferred convertible shares (initially convertible into 68% of the Company’s Common Stock) and total debt will be reduced from $53 million to $42 million when taking into consideration the current combined $37 million convertible notes and $16 million extinguishment in the put obligation. In addition, the group has made available to the Company an additional $15 million acquisition line-of- credit maturing September 30, 2012. The Company announced that concurrent with the transaction, Pipeline’s Board of Directors resigned and a new Board has been formed. The full text of the press release is set forth in Exhibit 99 hereto. ACQUISITION

~~The~~On ~~information~~April 30, 2009, we executed the final deliverable in ~~this~~connection ~~Form~~with 8the acquisition of PayPassage, Inc. an e-Kcommerce and ~~the~~retail ~~attached~~merchant ~~Exhibit~~credit iscard ~~being~~processing ~~furnished~~provider. ~~pursuant~~Along towith ~~Item~~our 7wholly-owned subsidiary, PayPassage Acquisition, Inc.01, ~~“Regulation~~we FDentered ~~Disclosure”~~into ~~shall~~a ~~not~~Merger beAgreement ~~deemed~~with toPayPassage, beInc. ~~“filed”~~and ~~for~~its ~~purposes~~shareholders ofon ~~Section~~April 181, of2009. ~~the~~The ~~Securities~~purchase ~~Exchange~~price ~~Act~~for ofPayPassage ~~1934~~was $2,477,011.38 asin ~~amended~~cash (the “~~Exchange~~Purchase ~~Act~~Price”),. orWe ~~otherwise~~funded ~~subject to~~ the ~~liability~~Purchase ofPrice ~~that~~on ~~section~~April 3, ~~and~~2009. ~~shall~~On ~~not~~April be30, ~~incorporated~~2009, bywe ~~reference~~executed ~~into~~an ~~any~~Assignment ~~registration~~and ~~statement~~Assumption orAgreement ~~other~~as ~~document~~required ~~filed~~by ~~under~~the Merger Agreement. In the ~~Securities~~event ~~Act~~certain ofmilestones ~~1933,~~are asreached ~~amended,~~within oran ~~the~~agreed ~~Exchange~~upon ~~Act~~time period, ~~except~~we asmay ~~shall~~pay bethe ~~expressly~~former ~~set~~PayPassage ~~forth~~shareholders byup ~~specific~~to ~~reference~~an inadditional ~~such~~$1,238,505.69 ~~filing~~in cash.

The information in this Form 8-K is being furnished pursuant to Item 2.01 "Completion of Acquisition" shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

EXHIBIT INDEX

Exhibit Number	Description
2.1*	Agreement and Plan of Merger dated as of April 1, 2009

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Pipeline Data Inc.
Dated:	~~February~~May 241, 2009	By:	/s/ Randal A. McCoy
		Name:	Randal A. McCoy
		Title:	Chief Executive Officer

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