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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): DECEMBER 17, 1998
(DECEMBER 2, 1998)
TIER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 000-23195 94-3145844
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1350 TREAT BOULEVARD, SUITE 250 94596
WALNUT CREEK, CALIFORNIA (Zip Code)
(Address of principal executive offices)
(925) 937-3950
(Registrant's telephone number,
including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 2, 1998, Tier Technologies, Inc., a California corporation
(the "Registrant"), closed the acquisition of the entire issued capital stock of
Midas Computer Software Limited ("Midas"), a company organized under the laws of
the United Kingdom and in the business of providing information technology
services, for initial consideration of approximately $2.4 million in cash and
51,074 shares of Registrant's Class B Common Stock (valued at approximately
$660,000 at that time). Up to an additional 7.9 million Pounds Sterling
(approximately $13.0 million at exchange rates in effect at the time), may be
paid to the former shareholders of Midas in cash and in shares of Registrant's
Class B Common Stock based on the achievement of performance targets over the
next three years. The purchase was effective as of November 30, 1998 and the
purchase price was determined by arms-length negotiations between
representatives of the Registrant and Midas. The funds used and to be used by
the Registrant in connection with the acquisition are from Registrant's working
capital. The Registrant acquired certain receivables and equipment and
significant intangible assets of Midas and intends to continue to use such
assets of Midas for the same general purposes as Midas. The value of the
Registrant's Class B Common Stock was determined by dividing 400,000 Pounds
Sterling by the average US dollar closing price of the Registrant's Class B
Common Stock for the five trading days immediately preceding the date of the
Agreement (converted into Pounds Sterling using the closing exchange rate quoted
by Lloyds Bank plc for transactions of a similar size for the day immediately
preceding the date of the Agreement). The foregoing description does not purport
to be a complete description of the terms of the acquisition agreement, a copy
of which is attached hereto as an exhibit and incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired. It is impracticable at this
time for the Registrant to provide the financial statements of the acquired
business. 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 for the
Registrant to provide the pro forma financial information relative to the
acquired business. 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.
Exhibit No. Description
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2.1 Agreement for the sale and purchase of the entire issued share
capital of Midas Computer Software Limited dated November 26,
1998 by and between Robert William Thompson, Yvonne Jayne
Thompson, Dominic Frost, Ian Smith and the Other Parties Named in
Schedule 1 thereto and Tier Technologies, Inc. (the schedules to
the Agreement have been omitted as permitted by the rules and
regulations of the Securities and Exchange Commission (SEC) but
will be provided supplementally to the SEC upon request).
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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.
TIER TECHNOLOGIES, INC.
By: /s/ GEORGE K. ROSS
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George K. Ross
Executive Vice President and
Chief Financial Officer
Date: December 17, 1998
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement for the sale and purchase of the entire issued share
capital of Midas Computer Software Limited dated November 26,
1998 by and between Robert William Thompson, Yvonne Jayne
Thompson, Dominic Frost, Ian Smith and the Other Parties Named
in Schedule 1 thereto and Tier Technologies, Inc. (the schedules
to the Agreement have been omitted as permitted by the rules and
regulations of the Securities and Exchange Commission (SEC) but
will be provided supplementally to the SEC upon request).