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: FEBRUARY 5, 1999 -------------------- CHECKFREE HOLDINGS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) -------------------- Delaware 0-26802 58-2360335 -------- ------- ---------- (STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER JURISDICTION OF IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) -------------------- 4411 East Jones Bridge Road Norcross, Georgia 30092 (770) 441-3387 (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. Checkfree Holdings Corporation, a Delaware corporation (the "Company"), has amended its stockholder rights plan. Amendment No. 1 to the Rights Agreement, dated February 5, 1999, by and between the Company and The Fifth Third Bank, as Rights Agent, is attached as Exhibit 4.1 hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) EXHIBITS. Exhibit No. Description 4.1 Amendment No. 1 to the Rights Agreement, dated as of February 5, 1999, between Checkfree Holdings Corporation and The Fifth Third Bank, as Rights Agent. 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: February 12, 1999 By: /s/ Peter J. Kight --------------------------------- Peter J. Kight, Chairman of the Board, President, and Chief Executive Officer -2- 3 EXHIBIT INDEX Exhibit No. Description 4.1 Amendment No. 1 to the Rights Agreement, dated as of February 5, 1999, between Checkfree Holdings Corporation and The Fifth Third Bank, as Rights Agent.