Delaware
(State
or Other Jurisdiction of
Incorporation)
|
000-23195
(Commission
File
Number)
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94-3145844
(IRS
Employer Identification No.)
|
10780
Parkridge Blvd., 4th
Floor
Reston,
Virginia
(Address
of Principal Executive Offices)
|
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
|
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, among other things, to (i) reduce the size of the Board of
Directors of the Company (the “Board”) from nine to seven members,
effective as of the date of the Annual Meeting, (ii) separate the roles of
Chairman and Chief Executive Officer of the Company following the Annual
Meeting, (iii) pay Discovery Group $175,000 to reimburse Discovery Group
for fees and expenses incurred in connection with the Company’s 2009
annual meeting of stockholders, at which Mr. Donoghue and Mr. Murphy were
elected to the Board, and (iv) accelerate the vesting of unvested
restricted stock units issued to Mr. Donoghue and Mr. Murphy, such
acceleration to be effective upon the expiration of the term of Mr. Murphy
and Mr. Donoghue as a director.
|
·
|
Discovery
Group agreed, among other things, that (i) Discovery Group will not
nominate, for election to the Board at the Annual Meeting, any of the
individuals named in the notice sent by Discovery Group to the Company on
January 6, 2010, or any other individuals, and will not conduct any
solicitation of proxies in connection with the Annual Meeting, and
(ii) Discovery Group will cause all of the shares of the Company’s
common stock beneficially owned by Discovery Group as of the record date
for the Annual Meeting to be voted in favor of each of the Board’s
nominees for election to the Board at the Annual
Meeting.
|
TIER
TECHNOLOGIES, INC.
|
||
By:
|
/s/
Ronald W. Johnston
|
|
Name:
|
Ronald
W. Johnston
|
|
Title:
|
Chief
Financial Officer
|
|
Date:
March 1, 2010
|
|
Exhibit
Index
|
Exhibit
No
|
Description
|
99.1
|
Agreement
dated February 25, 2010 among Discovery Equity Partners, L.P., Discovery
Group I, LLC, Daniel J. Donoghue, and Michael R. Murphy and Tier
Technologies, Inc.
|
99.2
|
Press
release issued March 1, 2010 by Tier Technologies,
Inc.
|