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UNITED STATES
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SECURITIES AND EXCHANGE
COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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CUSIP No. 88650Q100
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1.
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Names of Reporting Persons.
Discovery Equity Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
Illinois
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
2,109,667
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
2,109,667
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,109,667
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
11.6%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 88650Q100
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1.
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Names of Reporting Persons.
Discovery Group I, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
2,459,404
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
2,459,404
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,459,404
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
13.5%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 88650Q100
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1.
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Names of Reporting Persons.
Daniel J. Donoghue
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
2,459,404
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
2,459,404
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,459,404
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
13.5%
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 88650Q100
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1.
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Names of Reporting Persons.
Michael R. Murphy
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
2,459,404
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
2,459,404
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,459,404
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
13.5%
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14.
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Type of Reporting Person (See Instructions)
IN
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Item 1.
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Security and Issuer
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This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) 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 11130 Sunrise Valley Drive, Suite 300, Reston Virginia 20191. This Amendment No. 9 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, Amendment No. 7 thereto filed by the Reporting Persons on January 7, 2010 and Amendment No. 8 thereto filed by the Reporting Persons on March 2, 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. 9, 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. 9.
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Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended by adding the following as the sixteenth paragraph thereof:
On September 7, 2010, Discovery Equity Partners sent a letter to the Board of Directors of the Company stating that it intends to nominate up to two persons for election as directors at the Company’s 2011 annual meeting of stockholders. In the letter, Discovery Equity Partners stated that in connection with any such nomination and election, it would intend to rely on the new shareholder proxy access rule, Rule 14a-11 under the Securities Exchange Act of 1934 (the "Exchange Act"), or the exemption for solicitations of no more than 10 shareholders under Rule 14a-2(b)(2) of the Exchange Act. Discovery further stated that it will, during the period permitted under the Company’s bylaws, provide the information required by the bylaws with respect to its intended nominees. The description of this aforementioned letter of Discovery Equity Partners contained in this Schedule 13D is qualified in its entirely by reference to the full text of such letter, which is included as Exhibit 1 to this Amendment No. 9 and is incorporated by reference herein.
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Item 5.
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Interest in Securities of the Issuer
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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 July 31, 2010 in the Company’s most recent Quarterly Report on Form 10-Q, for the period ended June 30, 2010.
Discovery Equity Partners beneficially owns 2,109,667 shares of Common Stock as of September 7, 2010, which represents 11.6% of the outstanding Common Stock.
Discovery Group beneficially owns 2,459,404 shares of Common Stock as of September 7, 2010, which represents 13.5% of the outstanding Common Stock.
Mr. Donoghue beneficially owns 2,459,404 shares of Common Stock as of September 7, 2010, which represents 13.5% of the outstanding Common Stock.
Mr. Murphy beneficially owns 2,459,404 shares of Common Stock as of September 7, 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.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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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. 9 included as Exhibit 2 to this Amendment No. 9, 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. 9.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1: Letter dated September 7, 2010 of Discovery Equity Partners to the Board of Directors of the Company.
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Exhibit 2: Joint Filing Agreement dated as of September 8, 2010, by and among Discovery Equity Partners, Discovery Group, Daniel J. Donoghue, and Michael R. Murphy.
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Exhibit 3: Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
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Exhibit 4: Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
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September 8, 2010
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Date
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DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
By: Michael R. Murphy*
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Signature
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Michael R. Murphy, Managing Member
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Name/Title
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Daniel J. Donoghue*
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Signature
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Daniel J. Donoghue
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Name/Title
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Michael R. Murphy*
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Signature
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Michael R. Murphy
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Name/Title
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*By: /s/ Mark Buckley
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Mark Buckley
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Attorney-in-Fact for Daniel J. Donoghue
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Attorney-in-Fact for Michael R. Murphy
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Exhibit 1:
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Letter dated September 7, 2010 of Discovery Equity Partners to the Board of Directors of the Company.
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Exhibit 2:
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Joint Filing Agreement dated as of September 8, 2010, by and among Discovery Equity Partners, Discovery Group, Daniel J. Donoghue, and Michael R. Murphy.
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Exhibit 3:
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Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
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Exhibit 4:
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Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
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