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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): June 16, 1999 (May 20, 1999)
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 5. Other Events
Acquisition of Project Management System and Intellectual Property Rights
On May 20, 1999, Tier Technologies, Inc. (the "Company") acquired from Humana
Inc. ("Humana") the ownership rights to a project management system that was
jointly developed by the Company and Humana. The cost of the rights to the
project management system was $2 million. In a related end user license
agreement executed by the Company and Humana, Humana acquired from the Company
an exclusive, non-transferable, perpetual and irrevocable license to use the
project management system in its own business. The Company will use the project
management system as a comprehensive tool in its global project management
office.
On May 27, 1999, the Company acquired from Humana an exclusive, transferable,
perpetual and irrevocable license to components of a proprietary billing system
software developed by the Company for Humana. The license permits the Company to
use such components of the software for the Company's internal development
purposes as well as to use and market commercially on a worldwide basis, except
in the health care business where Humana must give its prior consent. The
licensed software was not a completed system and was not executable on the
closing date and was delivered on an "as is" basis. The license includes, at no
additional charge, all additions, enhancements, and improvements to the software
to the extent that the Company is employed by Humana to make such additions,
enhancements or improvements. The cost of the license was $4 million. Humana
retains a license to use the software in its business.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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10.1 Asset Purchase Agreement dated as of May 17, 1999 by and
between the Company and Humana Inc.
10.2 End User License Agreement dated as of May 17, 1999 between
the Company and Humana Inc.
10.3 End User License Agreement dated as of May 19, 1999 between
the Company and Humana Inc.
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: June 16, 1999
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Asset Purchase Agreement dated as of May 17, 1999 by and
between the Company and Humana Inc.
10.2 End User License Agreement dated as of May 17, 1999 between
the Company and Humana Inc.
10.3 End User License Agreement dated as of May 19, 1999 between
the Company and Humana Inc.
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