|
UNITED
STATES
|
OMB
APPROVAL
|
|
|
SECURITIES
AND EXCHANGE
COMMISSION
|
OMB
Number:
3235-0145
|
|
|
Washington,
D.C. 20549
|
Expires:
February
28,
2009
|
|
|
SCHEDULE
13D
|
Estimated
average
burden
hours per
response.
. 14.5
|
|
CUSIP
No. 88650Q100
|
|||||
|
1.
|
Names
of Reporting Persons.
Discovery
Equity Partners, L.P.
|
||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||
|
(a)
|
o
|
||||
|
(b)
|
o
|
||||
|
3.
|
SEC
Use Only
|
||||
|
4.
|
Source
of Funds (See Instructions)
WC
|
||||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
||||
|
6.
|
Citizenship
or Place of Organization
Illinois
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
None.
|
|||
|
8.
|
Shared
Voting Power
2,109,667
|
||||
|
9.
|
Sole
Dispositive Power
None.
|
||||
|
10.
|
Shared
Dispositive Power
2,109,667
|
||||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,109,667
|
||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
11.6%
|
||||
|
14.
|
Type
of Reporting Person (See Instructions)
PN
|
||||
|
CUSIP
No. 88650Q100
|
|||||
|
1.
|
Names
of Reporting Persons.
Discovery
Group I, LLC
|
||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||
|
(a)
|
o
|
||||
|
(b)
|
o
|
||||
|
3.
|
SEC
Use Only
|
||||
|
4.
|
Source
of Funds (See Instructions)
AF
|
||||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
||||
|
6.
|
Citizenship
or Place of Organization
Delaware
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
None.
|
|||
|
8.
|
Shared
Voting Power
2,459,404
|
||||
|
9.
|
Sole
Dispositive Power
None.
|
||||
|
10.
|
Shared
Dispositive Power
2,459,404
|
||||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,459,404
|
||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
13.5%
|
||||
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
||||
|
CUSIP
No. 88650Q100
|
|||||
|
1.
|
Names
of Reporting Persons.
Daniel
J. Donoghue
|
||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||
|
(a)
|
o
|
||||
|
(b)
|
o
|
||||
|
3.
|
SEC
Use Only
|
||||
|
4.
|
Source
of Funds (See Instructions)
AF
|
||||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
||||
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
None.
|
|||
|
8.
|
Shared
Voting Power
2,459,404
|
||||
|
9.
|
Sole
Dispositive Power
None.
|
||||
|
10.
|
Shared
Dispositive Power
2,459,404
|
||||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,459,404
|
||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
13.5%
|
||||
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
||||
|
CUSIP
No. 88650Q100
|
|||||
|
1.
|
Names
of Reporting Persons.
Michael
R. Murphy
|
||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||
|
(a)
|
o
|
||||
|
(b)
|
o
|
||||
|
3.
|
SEC
Use Only
|
||||
|
4.
|
Source
of Funds (See Instructions)
AF
|
||||
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
||||
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
None.
|
|||
|
8.
|
Shared
Voting Power
2,459,404
|
||||
|
9.
|
Sole
Dispositive Power
None.
|
||||
|
10.
|
Shared
Dispositive Power
2,459,404
|
||||
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,459,404
|
||||
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
||||
|
13.
|
Percent
of Class Represented by Amount in Row (11)
13.5%
|
||||
|
14.
|
Type
of Reporting Person (See Instructions)
IN
|
||||
|
Item
1.
|
Security
and Issuer
|
|
|
This
Amendment No. 8 to Schedule 13D (“Amendment No. 8”)
relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Tier
Technologies, Inc., a Delaware corporation (the “Company”), which has its
principal executive offices at 10780 Parkridge Boulevard, Suite 400,
Reston Virginia 20191. This Amendment No. 8 amends and
supplements, as set forth below, the information contained in items 1, 4,
5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to
the Company on May 12, 2008, as amended by Amendment No. 1 thereto filed
by the Reporting Persons on August 20, 2008, Amendment No. 2 thereto filed
by the Reporting Persons on September 9, 2008, Amendment No. 3 thereto
filed by the Reporting Persons on October 20, 2008, Amendment No. 4
thereto filed by the Reporting Persons on November 17, 2008, Amendment No.
5 thereto filed by the Reporting Persons on December 4, 2008, Amendment
No. 6 thereto filed by the Reporting Persons on March 12, 2009 and
Amendment No. 7 thereto filed by the Reporting Persons on January 7, 2010
(as so amended, the “Schedule 13D”).
All capitalized terms used herein but not defined herein have the meanings
set forth in the Schedule 13D. Except as amended by this Amendment
No. 8, all information contained in the Schedule 13D is, after reasonable
inquiry and to the best of the Reporting Persons’ knowledge and belief,
true, complete and correct as of the date of this Amendment No.
8.
|
||
|
Item
4.
|
Purpose
of Transaction
|
|
|
Item
4 of the Schedule 13D is hereby amended by adding the following as the
twelfth, thirteenth, fourteenth and fifteenth paragraphs
thereof:
On
February 25, 2010, the Reporting Persons and the Company entered into an
agreement (the “Agreement”) in connection with the Company’s 2010 Annual
Meeting of Stockholders (the “2010 Annual Meeting”).
Under
the terms of the Agreement, the Reporting Persons agreed, among other
things, that (i) Discovery Group will not nominate, for election to the
Board of Directors of the Company (the “Board”) at the 2010 Annual
Meeting, any of the individuals named in the notice it sent to the Company
on January 6, 2010, or any other individuals, or conduct any solicitation
of proxies in connection with the 2010 Annual Meeting and (ii) Discovery
Group will cause all of the shares of the Company’s Common Stock
beneficially owned by the Reporting Persons as of the record date for the
2010 Annual Meeting to be voted in favor of each of the Board’s nominees
for election to the Board at the 2010 Annual Meeting. The
Board’s nominees for election to the Board at the 2010 Meeting are
expected to be Charles W. Berger, John J. Delucca, Morgan P. Guenther,
Philip G. Heasley, David A. Poe, Ronald L. Rosetti and Zachery F.
Sadek.
Pursuant
to the Agreement, the Company agreed to, among other things, (i) reduce
the size of the Board of Directors of the Company from nine to seven
members, effective as of the date of the 2010 Annual Meeting, (ii)
separate the roles of Chairman and Chief Executive Officer of the Company
following the 2010 Annual Meeting and (iii) pay Discovery Group $175,000
to reimburse Discovery Group for fees and expenses it incurred in
connection with the Company’s 2009 Annual Meeting of
Stockholders.
The
description of the Agreement contained in this Schedule 13D is qualified
in its entirely by reference to the text of such Agreement, which is
included as Exhibit 1
to this Amendment No. 8 and is incorporated by reference
herein.
|
||
|
Item
5.
|
Interest
in Securities of the Issuer
|
|
|
Item
5 of the Schedule 13D is hereby amended to read in its entirety as
follows:
The
information concerning percentages of ownership set forth below is based
on 18,150,965 shares of Common Stock reported outstanding as of January
29, 2010 in the Company’s most recent Quarterly Report on Form 10-Q, for
the period ended December 31, 2009.
Discovery
Equity Partners beneficially owns 2,109,667 shares of Common Stock as of
March 1, 2010, which represents 11.6% of the outstanding Common
Stock.
Discovery
Group beneficially owns 2,459,404 shares of Common Stock as of March 1,
2010, which represents 13.5% of the outstanding Common Stock.
Mr.
Donoghue beneficially owns 2,459,404 shares of Common Stock as of March 1,
2010, which represents 13.5% of the outstanding Common Stock.
Mr.
Murphy beneficially owns 2,459,404 shares of Common Stock as of March 1,
2010, which represents 13.5% of the outstanding Common Stock.
Discovery
Group is the sole general partner of Discovery Equity Partners and has
sole discretionary investment authority with respect to the other
Partnership’s investment in the Common Stock. Messrs. Donoghue
and Murphy are the sole managing members of Discovery Group. As
a consequence, Discovery Group and Messrs. Donoghue and Murphy may be
deemed to share beneficial ownership of all of the shares of Common Stock
owned by both of the Partnerships, while Discovery Equity Partners shares
beneficial ownership with Discovery Group and Messrs. Donoghue and Murphy
of only the shares of Common Stock owned by
it.
|
||
|
There
have been no transactions in Common Stock effected by the Reporting
Persons during the past 60 days.
No
person other than the Partnerships is known to any Reporting Person to
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock
reported herein.
|
||
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
|
|
Item
6 of the Schedule 13D is hereby amended to read in its entirety as
follows:
There
are no contracts, arrangements, understandings or relationships (legal or
otherwise) between or among any of the Reporting Persons and any other
person with respect to any securities of the Company other than the
governing documents of Discovery Group and the Partnerships, the margin
loan facilities referred to under Item 3 above, the Joint Filing
Agreements of the Reporting Persons with respect to the Schedule 13D that
were included as exhibits thereto, the Joint Filing Agreement of the
Reporting Persons with respect to this Amendment No. 8 included as Exhibit 2 to
this Amendment No. 8, and the Powers of Attorney granted by Messrs
Donoghue and Murphy with respect to reports under Section 13 of the
Securities Exchange Act of 1934, as amended, which Powers of Attorney are
included as Exhibit 3 and
Exhibit
4, respectively, to this Amendment No.
8.
|
||
|
Item
7.
|
Material
to Be Filed as Exhibits
|
|
|
Exhibit
1: Agreement
dated February 25, 2010 by and among Discovery Equity Partners, Discovery
Group, Daniel J. Donoghue, Michael R. Murphy and Tier Technologies,
Inc.
|
||
|
Exhibit
2: Joint
Filing Agreement dated as of March 1, 2010, by and among Discovery Equity
Partners, Discovery Group, Daniel J. Donoghue, and Michael R.
Murphy.
|
||
|
Exhibit
3: Power
of Attorney of Daniel J. Donoghue, dated as of April 28,
2008.
|
||
|
Exhibit
4: Power
of Attorney of Michael R. Murphy, dated as of April 28,
2008.
|
||
|
March
1, 2010
|
|
|
Date
|
|
|
DISCOVERY
GROUP I, LLC,
for
itself and as general partner of
DISCOVERY
EQUITY PARTNERS, L.P.
By:
Michael R. Murphy*
|
|
|
Signature
|
|
|
Michael
R. Murphy, Managing Member
|
|
|
Name/Title
|
|
|
Daniel
J. Donoghue*
|
|
|
Signature
|
|
|
Daniel
J. Donoghue
|
|
|
Name/Title
|
|
|
Michael
R. Murphy*
|
|
|
Signature
|
|
|
Michael
R. Murphy
|
|
|
Name/Title
|
|
|
*By: /s/
Mark Buckley
|
|
|
Mark
Buckley
|
|
|
Attorney-in-Fact
for Daniel J. Donoghue
|
|
|
Attorney-in-Fact
for Michael R. Murphy
|
|
Exhibit
1:
|
Agreement
dated February 25, 2010 by and among Discovery Equity Partners, Discovery
Group, Daniel J. Donoghue, Michael R. Murphy, and Tier Technologies,
Inc.
|
|
Exhibit
2:
|
Joint
Filing Agreement dated as of March 1, 2010, by and among Discovery Equity
Partners, Discovery Group, Daniel J. Donoghue, and Michael R.
Murphy.
|
|
Exhibit
3:
|
Power
of Attorney of Daniel J. Donoghue, dated as of April 28,
2008.
|
|
Exhibit
4:
|
Power
of Attorney of Michael R. Murphy, dated as of April 28,
2008.
|