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): January 1, 2006
CHECKFREE CORPORATION
(Exact Name of Registrant as specified in its charter)
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| Delaware | | 0-26802 | | 58-2360335 |
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(State or Other Jurisdiction
of Incorporation) | | (Commission File
No.) | | (IRS Employer
Identification Number) |
4411 East Jones Bridge Road
Norcross, Georgia 30092
(678) 375-3000
(Address, including zip code, and telephone number
including area code of Registrant’s
principal executive offices)
Not Applicable
(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 (seeGeneral Instruction A.2. below):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD.
On January 3, 2006, CheckFree Corporation (“CheckFree” or the “Company”) issued a press release (the “Press Release”) announcing its acquisition of PhoneCharge, Inc. (“PhoneCharge”), effective January 1, 2006. CheckFree further announced that it expects the PhoneCharge acquisition to be neutral to GAAP earnings per share for fiscal 2006 and accretive thereafter. CheckFree plans to provide more detail on its regularly scheduled quarterly earnings call scheduled for January 24, 2006. The PhoneCharge business operations and financial results will be reported as part of the Electronic Commerce Division.
Pursuant to General Instruction F of Form 8-K, a copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information in this Item 7.01 of Form 8-K, as well as Exhibit 99.1, shall not be treated as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Forward-Looking Statements
Certain of CheckFree’s statements contained or incorporated by reference in this Form 8-K are not purely historical, and as such are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding management’s intentions, plans, beliefs, expectations or projections of the future, and include statements regarding expectations for earnings per share for fiscal 2006 and thereafter (paragraph 1 of Item 7.01 herein and paragraph 5 of the Press Release). Forward-looking statements involve risks and uncertainties, including without limitation, the various risks inherent in CheckFree’s business, and other risks and uncertainties detailed from time to time in CheckFree’s periodic reports filed with the Securities and Exchange Commission, including CheckFree’s Annual Report on Form 10-K for the year ended June 30, 2005, (filed September 2, 2005), and Form 10-Q for the quarter ended September 30, 2005 (filed November 8, 2005). One or more of these factors have affected, and could in the future affect CheckFree’s business and financial results in future periods, and could cause actual results to differ materially from plans and projections. There can be no assurance that the forward-looking statements contained or incorporated by reference in this Form 8-K will prove to be accurate, and issuance of such forward-looking statements should not be regarded as a representation by CheckFree, or any other person, that the objectives and plans of CheckFree will be achieved. All forward-looking statements contained or incorporated by reference in this Form 8-K are based on information presently available to management, and CheckFree assumes no obligation to update any forward-looking statements.
Item 8.01. Other Events.
CheckFree announced today that it has completed the closing of its acquisition of PhoneCharge, a leading provider of telephone and Internet-based bill payment services. CheckFree has purchased all of the outstanding shares of PhoneCharge for approximately $100 million in cash. The closing was effective on January 1, 2006.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit No. | | Description |
| 99.1* | | CheckFree Corporation’s Press Release issued January 3, 2006. |
| | |
| * | | Such press release is being “furnished” (not filed) under Item 7.01 of this Current Report on Form 8-K. |
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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.
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| | CheckFree Corporation
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| Date: January 3, 2006 | By: | /s/ David E. Mangum | |
| | | David E. Mangum, Executive Vice | |
| | | President and Chief Financial Officer | |
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EXHIBIT INDEX
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| Exhibit No. | | Description |
| 99.1* | | CheckFree Corporation’s Press Release issued January 3, 2006. |
| | |
| * | | Such press release is being “furnished” (not filed) under Item 7.01 of this Current Report on Form 8-K. |
