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): April 15, 2005
CARREKER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE |
| 0-24201 |
| 75-1622836 |
(State or Other Jurisdiction of |
| (Commission File Number) |
| (I.R.S. Employer |
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4055 VALLEY VIEW LANE |
| 75244 | ||
(Address of Principal Executive Offices) |
| (Zip Code) | ||
Registrant’s telephone number, including area code: (972) 458-1981
(Former name or former address, if changed since last report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
7.01 Regulation FD Disclosure.
On April 18, 2005, the Company issued a press release announcing its adoption of a share repurchase program and the execution of a Rule 10b-18/10b5-1 repurchase plan to effect repurchases of the Company’s common stock under the program. The press release is furnished, but not filed, as Exhibit 99.1 hereto.
Except for historical information, the statements in this Current Report constitute forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially, including but not limited to the volatility in the Company’s common stock price, as well as the risks and uncertainties arising out of economic, competitive, governmental and technological factors affecting the Company’s operations, markets, services, products, sales, potential sales and prices. For further information concerning certain of these risks and uncertainties, see under the caption “Business-Forward Looking Statements and Risk Factors” in the Company’s most recent Form 10-K for the year ended January 31, 2005 and “Management’s Discussion and Analysis” in subsequent quarterly reports on Form 10-Q. The Company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01 and in the attached Exhibit 99.1 shall be deemed to be “furnished” and not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
| Exhibit |
| Description |
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| 99.1 |
| Press release dated April 18, 2005. |
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SIGNATURES
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.
Date: April 18, 2005
| CARREKER CORPORATION | ||
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| By: | /s/ LISA K. PETERSON |
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| Lisa K. Peterson | |
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| Executive Vice President and Chief | |
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INDEX TO EXHIBITS
Exhibit |
| Description |
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99.1 |
| Press release dated April 18, 2005 |
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