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EX-99.1 - AGREEMENT - OFFICIAL PAYMENTS HOLDINGS, INC. | exhibit99-1.htm |
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): January 8,
2010
TIER
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of
Incorporation)
|
000-23195
(Commission
File
Number)
|
94-3145844
(IRS
Employer Identification No.)
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10780
Parkridge Blvd., 4th
Floor
Reston,
Virginia
(Address
of Principal Executive Offices)
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20191
(Zip
Code)
|
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Registrant's
telephone number, including area code: 571-382-1000
|
||
Not
Applicable
------------------------------------------------------------------------------------------------------------------------
(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 obligation of the registrant under any of the following provisions
(see General
Instruction A.2. below):
o
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Written
communication pursuant to Rule 425 under the Securities act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive Agreement.
On
January 8, 2010, Tier Technologies, Inc. (the “Company”) entered into an
agreement (the “Agreement”) with Giant Investment, LLC, Parthenon Investors II,
L.P., PCap Partners II, LLC, PCap II, LLC, and John C. Rutherford (the foregoing
individuals and entities collectively, “Parthenon Capital”), relating to, among
other things, the Company’s 2010 annual meeting of stockholders (the “Annual
Meeting”). Set forth below is a summary of the material terms of the
Agreement, a copy of which is attached as Exhibit 99.1 and incorporated by
reference herein. The following summary does not purport to be
complete and is qualified in its entirety by reference to the
Agreement.
Pursuant
to the Agreement:
·
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The
Company agreed to nominate Zachary F. Sadek for reelection as a director
of the Company at the Annual Meeting, to recommend that the stockholders
of the Company at the Annual Meeting vote to elect Mr. Sadek as a
director, and to use its reasonable best efforts (which shall include the
solicitation of proxies and the voting of shares for
which the designees of the Company’s board of directors (the “Board”) hold
proxies) to ensure that Mr. Sadek is elected at the Annual
Meeting; and
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·
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Parthenon
Capital gave the Company a proxy for the shares of the Company’s capital
stock owned by Parthenon Capital and authorized the proxyholders
designated by the Board (the “Proxyholders”) to cast the votes entitled to
be cast pursuant to the proxy and to cumulate such votes in the
Proxyholders’ discretion in favor of the election of any person
(i) nominated by the Board and serving on the Board as of the date of
the Agreement and/or (ii) nominated by the Board in accordance with the
Board’s nomination procedures in effect on the date of the Agreement and
for whom the members of the Parthenon Group have specifically authorized
the Proxyholders to vote.
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IMPORTANT
ADDITIONAL INFORMATION WILL BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION
The
Company plans to file with the Securities and Exchange Commission (the “SEC”)
and mail to its stockholders a proxy statement relating to its Annual
Meeting. The proxy statement will contain important information about
the Company and the matters to be acted upon at the
meeting. Investors and security holders are urged to read the proxy
statement carefully when it is available.
Investors
and security holders will be able to obtain free copies of the proxy statement
and other documents filed with the SEC by the Company through the web site
maintained by the SEC at www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of these documents from the
Company by contacting Tier Technologies Inc.,
attention Corporate Secretary Keith Omsberg, 10780 Parkridge Boulevard, 4th
floor, Reston, Virginia, 20191, telephone: (571) 382-1000.
The
Company, its directors and named executive officers may be deemed to be
participants in the solicitation of the Company’s security holders in connection
with its 2010 annual meeting of stockholders. Security holders may
obtain information regarding the names, affiliations and interests of such
individuals in the Company’s Annual Report on Form 10-K for the year ended
September 30, 2009 and its proxy statement dated February 10, 2009, each of
which is on file with the SEC, as well as its upcoming proxy statement for the
2010 annual meeting (when available). To the extent there have been
changes in the Company’s directors and executive officers since the proxy
statement dated February 10, 2009, such changes have been reported on Current
Reports on Form 8-K filed with the SEC. To the extent holdings of
Company securities have changed since the amounts printed in the proxy statement
dated February 10, 2009, such changes have been or will be reflected on
Statements of Change in Beneficial Ownership on Form 4 or Form 5 filed with the
SEC.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1
|
Agreement
dated as of January 8, 2010 among Giant Investment, LLC, Parthenon
Investors II, L.P., PCap Partners II, LLC, PCap II, LLC, John C.
Rutherford, and Tier Technologies,
Inc.
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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.
TIER
TECHNOLOGIES, INC.
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By:
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/s/
Ronald W. Johnston
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Name:
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Ronald
W. Johnston
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Title:
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Chief
Financial Officer
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Date:
January 11, 2010
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Exhibit
Index
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Exhibit
No Description
99.1
|
Agreement dated as of January 8,
2010 among Giant Investment, LLC, Parthenon Investors II, L.P., PCap
Partners II, LLC, PCap II, LLC,
John C. Rutherford, and Tier Technologies,
Inc.
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