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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: OCTOBER 1, 2000
CHECKFREE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-26802 58-2360335
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 26, 2000, CheckFree Corporation, formerly known as CheckFree
Holdings Corporation, a Delaware corporation (the "Company"), CheckFree Services
Corporation, a Delaware corporation and wholly owned subsidiary of the Company
("Services"), and Bank of America, N.A., a national banking association ("Bank
of America") entered into a Strategic Alliance Master Agreement, as amended (the
"Agreement"). Under the terms of the Agreement, the Company agreed to acquire
certain of Bank of America's electronic billing and payment assets and would
provide electronic billing and payment services to Bank of America's customers
over the next ten years. Bank of America would receive 10 million shares of the
Company's common stock, $.01 par value, and performance-based warrants to
purchase an additional 10 million shares of common stock of the Company under
the Agreement.
The Agreement closed on October 1, 2000. Pursuant to the terms of the
Agreement, on October 1, 2000, the Company issued to Bank of America the 10
million shares of the Company's common stock and the performance-based warrants
to purchase an additional 10 million shares of the Company's common stock. The
shares issued and received by Bank of America have not yet been registered under
the Securities Act of 1933, as amended. The Company's stockholders approved the
issuance of 10 million shares and warrants to purchase up to an additional 10
million shares of the Company's common stock to Bank of America on September 28,
2000.
This transaction was accomplished through arms-length negotiations
between the Company's management and Bank of America's management. There was no
material relationship between Bank of America and the Company or any of the
Company's affiliates, any of the Company's directors or officers, or any
associate of any such Company director or officer, prior to this transaction,
except for the following:
o During fiscal 2000, the Company earned $14,607,362 from Bank
of America from a combination of electronic payment services,
software licenses and related maintenance services, and
portfolio management services.
o James D. Dixon, Executive of bankofamerica.com, a subsidiary
of Bank of America, serves on our Board of Directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2(a) Amended and Restated Strategic Alliance
Master Agreement between CheckFree
Corporation, CheckFree Services Corporation
and Bank of America, N.A., dated April 26,
2000. (Reference is made to Appendix A to
the Company's Proxy Statement for the
Special Meeting of Stockholders held on
September 28, 2000, and incorporated herein
by reference).
2(b) Purchase and Assumption Agreement between
Bank of America, N.A., Bank of America
Technology and Operations, Inc., CheckFree
Corporation, and CheckFree Services
Corporation, dated August 8, 2000.
(Reference is made to Exhibit B to the
Company's Proxy Statement for the Special
Meeting of Stockholders held on September
28, 2000, and incorporated herein by
reference).
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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.
CHECKFREE CORPORATION
Date: October 10, 2000 By: /s/ David E. Mangum
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David E. Mangum, Executive Vice
President and Chief Financial
Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
2(a) Amended and Restated Strategic Alliance
Master Agreement between CheckFree
Corporation, CheckFree Services Corporation
and Bank of America, N.A., dated April 26,
2000. (Reference is made to Appendix A to
the Company's Proxy Statement for the
Special Meeting of Stockholders held on
September 28, 2000, and incorporated herein
by reference).
2(b) Purchase and Assumption Agreement between
Bank of America, N.A., Bank of America
Technology and Operations, Inc., CheckFree
Corporation, and CheckFree Services
Corporation, dated August 8, 2000.
(Reference is made to Exhibit B to the
Company's Proxy Statement for the Special
Meeting of Stockholders held on September
28, 2000, and incorporated herein by
reference).