Attached files
| file | filename |
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| EX-3.1 - EXHIBIT 3.1 - OFFICIAL PAYMENTS HOLDINGS, INC. | exhibit31.htm |
| EX-99.1 - EXHIBIT 99.1 - OFFICIAL PAYMENTS HOLDINGS, INC. | exhibit991.htm |
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): January 12, 2012
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Official Payments Holdings, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33475
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94-3145844
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(State or Other Juris-
diction of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3550 Engineering Drive
Suite 400
Norcross, Georgia
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30092
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 770-325-3100
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(Former Name or Former Address, if Changed Since Last Report)
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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 Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 12, 2012, the Board of Directors of Official Payments Holdings, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws, or the Bylaws, to reflect the Company’s name change from “Tier Technologies, Inc.” to “Official Payments Holdings, Inc.”, or the Name Change. As previously announced, the Name Change was effective January 3, 2012. No other changes were made to the Bylaws.
The full text of the Bylaws, as amended and restated on January 12, 2011 to reflect the Name Change, is filed herewith as Exhibit 3.1. A copy of the Bylaws, marked to show changes from the prior bylaws, is filed herewith as Exhibit 99.1.
Item 8.01. Other Events.
On January 12, 2012, the Company announced that it will hold its 2012 Annual Meeting of Stockholders on Thursday, March 29, 2012. Stockholders of record at the close of business on February 14, 2012 are entitled to notice of, to attend and to vote at the annual meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index attached hereto.
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.
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OFFICIAL PAYMENTS HOLDINGS, INC.
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Date: January 13, 2012
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By: /s/ Jeff Hodges
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Name: Jeff Hodges
Title: Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws
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99.1
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Marked version of the Amended and Restated Bylaws, showing changes from the prior bylaws of the Company
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