Delaware
(State
or Other Jurisdiction of
Incorporation)
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000-23195
(Commission
File
Number)
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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)
|
|
Registrant's
telephone number, including area code: 571-382-1000
|
||
Not
Applicable
------------------------------------------------------------------------------------------------------------------------
(Former
Name or Former Address, if Changed Since Last
Report)
|
o
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Written
communication pursuant to Rule 425 under the Securities act (17 CFR
230.425)
|
x
|
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
|
Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
·
|
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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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.
|
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.
|
TIER
TECHNOLOGIES, INC.
|
||
By:
|
/s/
Ronald W. Johnston
|
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Name:
|
Ronald
W. Johnston
|
|
Title:
|
Chief
Financial Officer
|
|
Date:
January 11, 2010
|
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Exhibit
Index
|
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.
|