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):
March 27, 1998 (March 19, 1998)
Tier Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
California 000-23195 94-3145844
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
1350 Treat Boulevard,
Suite 250
Walnut Creek, California 94596
(Address of Principal
Executive Offices) (Zip Code)
(925) 937-3950
(Registrant's Telephone
Number, Including Area Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 19, 1998, Tier Technologies, Inc., a California corporation
(the "REGISTRANT"), through the Registrant's wholly-owned subsidiary, Tier
Technologies (Australia) Pty Limited, a company organized under the laws of the
Commonwealth of Australia, acquired the assets of Sancha Computer Services Pty
Limited and Sancha Software Development Pty Limited, each, a company organized
under the laws of the Commonwealth of Australia and in the business of providing
information technology services (together, "SANCHA"), for a total consideration
of $6,700,000 (Australian dollars) in cash and approximately 51,000 shares of
Class B Common Stock of the Registrant. Upon the achievement of certain
performance targets, Sancha may receive additional consideration in an aggregate
amount not to exceed $2,450,000 (Australian dollars) in calendar years 1998
through 2000. The purchase price was determined by arms-length negotiations
between representatives of the Registrant and Sancha and the funds used and to
be used by the Registrant in connection with the acquisition are from the
Registrant=s working capital. The value of the Class B Common Stock of the
Registrant was determined by dividing the average of the closing price (after
conversion to Australian dollars using the exchange rate quoted by the
Commonwealth Bank of Australia for buying U.S. dollars at the end of trading on
the business day preceding the Purchase Date (as such term is defined in the
acquisition agreement)) of the Class B Common Stock on the NASDAQ Exchange for
each of the three business days preceding the date of the acquisition agreement.
The foregoing description does not purport to be a complete description of the
terms of the acquisition agreement, as amended, copies of which are attached
hereto as exhibits and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired. It is impracticable at
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this time for the Registrant to provide the financial statements of the acquired
business which are required by ITEM 7(A) of this Form 8-K. Such financial
statements will be filed by the Registrant as an amendment to this Form 8-K as
soon as practicable, but in any event not later than sixty (60) days after the
date hereof.
(b) Pro Forma Financial Information. It is impracticable at this time
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for the Registrant to provide the pro forma financial information relative to
the acquired business which is required by ITEM 7(B) of this Form 8-K. Such
pro forma financial information will be filed by the Registrant as an amendment
to this Form 8-K as soon as practicable, but in any event not later than sixty
(60) days after the date hereof.
(c) Exhibits. The following are filed as exhibits to this Form 8-K
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and are incorporated herein by reference.
EXHIBIT NUMBER EXHIBIT DESCRIPTION
2.1 Business Purchase Agreement, among Sancha Computer Services
Pty Limited, Sancha Software Development Pty Limited and
Tier Technologies (Australia) Pty Limited, dated as of
February 26, 1998.
2.2 Amendment of Business Purchase Agreement, among Sancha
Computer Services Pty Limited, Sancha Software Development
Pty Limited and Tier Technologies (Australia) Pty Limited.
Signatures
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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.
Dated: March 27, 1998 TIER TECHNOLOGIES, INC.
By: /s/ George K. Ross
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Name: George K. Ross
Title: Chief Financial Officer and
Senior Vice President