1 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: MAY 22, 2000 CHECKFREE HOLDINGS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 0-26802 58-2360335 - ---------------------------- --------------------- ---------------------- (STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER OF INCORPORATION OR IDENTIFICATION NUMBER) ORGANIZATION) 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) 2 ITEM 5. OTHER EVENTS. CheckFree Corporation and the owners of TransPoint announced today that they had reached an agreement in principle to amend their February 15, 2000 merger agreement. The amendment affects only the structure and mechanics of the acquisition, and under the new structure the surviving entity will be CheckFree Holdings Corporation. The current CheckFree Holdings' stockholders will continue to own a significant majority of the outstanding shares of CheckFree Holdings following the completion of the merger. None of the economic or business aspects of the transaction will be otherwise affected. CheckFree's press release issued May 22, 2000 regarding the agreement in principle with the owners of TransPoint to amend their February 15, 2000 merger agreement is attached as an exhibit to this report and is incorporated in this Form 8-K by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS. EXHIBIT NO. DESCRIPTION 99 CheckFree Holdings Corporation's Press Release issued May 22, 2000, regarding the agreement in principle with the owners of TransPoint to amend their February 15, 2000 merger agreement. 2 3 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 HOLDINGS CORPORATION Date: May 22, 2000 By: /s/ Allen L. Shulman ---------------------------------- Allen L. Shulman, Executive Vice President, Chief Financial Officer and General Counsel 3 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99* CheckFree Holdings Corporation's Press Release issued May 22, 2000, regarding the agreement in principle with the owners of TransPoint to amend their February 15, 2000 merger agreement. - ---------- * Filed with this report.