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 30, 2007
CHECKFREE CORPORATION
(Exact Name of Registrant as specified in its charter)
| | | | | |
| Delaware | | 0-26802 | | 58-2360335 |
| | | | | |
(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)
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))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On January 30, 2007, CheckFree Corporation (“CheckFree”) issued a press release announcing its financial results for the second quarter ended December 31, 2006, and its expectations for the third quarter ended March 31, 2007 and fiscal 2007 (the “Press Release”). Pursuant to General Instruction F of Current Report on Form 8-K, a copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Form 8-K”) and is incorporated herein by reference. The information in this Form 8-K, including 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.
CheckFree will broadcast its second quarter conference call at 5:00 p.m. (EST) on January 30, 2007, to review its financial results for the second quarter ended December 31, 2006, and its expectations for the third quarter ending March 31, 2007 and for fiscal 2007. To phone into the conference call, dial 1-877-232-1067 anytime after 4:45 p.m. (EST) and ask for the CheckFree conference call. The live conference call will be accessible through the Investor Center section of the CheckFree corporate Web site athttp://www.checkfreecorp.com. A digital replay of the call will be available on the same Web site after 7:00 p.m. (EST) on January 30, 2007.
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 CheckFree’s proposed acquisition of Carreker, as well as CheckFree’s forecasts and expectations of, revenue for the third quarter of fiscal 2007, earnings per share for the third quarter of fiscal 2007 and for fiscal 2007, sequential transaction growth and the general performance of the Company’s divisions in the third quarter of fiscal 2007, and free cash flow for fiscal 2007 (paragraphs 4, 8, 9, 10, 11 and 12 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 the Company’s Annual Report on Form 10-K for the year ended June 30, 2006 (filed September 8, 2006) and Form 10-Q for the quarter ended September 30, 2006 (filed November 8, 2006). Further, with respect to CheckFree’s proposed acquisition of Carreker Corporation, although CheckFree and Carreker have signed an agreement for a subsidiary of CheckFree to merge with and into Carreker, there is no assurance that they will complete the proposed merger. The merger agreement will terminate if the companies do not receive necessary approval of Carreker’s stockholders or government approvals or if either Carreker or CheckFree fail to satisfy other conditions to closing. 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 9.01. Financial Statements and Exhibits.
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| Exhibit No. | | Description |
| | | |
| 99.1* | | CheckFree Corporation’s Press Release dated January 30, 2007. |
| | |
| * | | Such press release is being “furnished” (not filed) under Item 2.02 of this Current Report on Form 8-K. |
2
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.
| | | | | |
| | CheckFree Corporation
| |
| Date: January 30, 2007 | By: | /s/ David E. Mangum | |
| | | David E. Mangum, Executive | |
| | | Vice President and Chief Financial Officer | |
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EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| | | |
| 99.1* | | CheckFree Corporation’s Press Release dated January 30, 2007. |
| | |
| * | | The Press Release is being “furnished” (not filed) under Item 2.02 of this Current Report on Form 8-K. |
