SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 31, 2002 (May 30, 2002)
OFFICIAL PAYMENTS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-28187 52-2190781
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
Three Landmark Square Stamford, Connecticut 06901-2501
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(Address of principal executive offices (zip code)
Registrant's telephone number, including area code: (203) 356-4200
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On May 30, 2002, Official Payments Corporation, a Delaware
corporation (the "Company"), Tier Technologies, Inc., a California
corporation ("Tier"), and Kingfish Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of Tier ("Purchaser"), entered into
an Agreement and Plan of Merger (the "Merger Agreement"), providing for
transactions that will cause a change of control of the Company and
ultimately lead to the Company becoming a wholly owned subsidiary of Tier.
Copies of the Merger Agreement and the joint press release issued in
connection therewith are attached hereto as Exhibit 2.1 and Exhibit 99.1,
respectively, and are incorporated herein by reference.
Under the terms of the Merger Agreement, Purchaser will commence a
tender offer (the "Offer") to acquire all of the Company's outstanding
shares of common stock, par value $.01 per share ("Company Common Stock"),
at a price of $3.00 per share, net to the stockholders in cash. The
obligations of Purchaser to consummate the Offer and to accept for payment
and to pay for shares of Company Common Stock validly tendered on or prior
to the expiration of the Offer and not withdrawn will be subject to the
following conditions, among others: (i) there being validly tendered and
not withdrawn immediately prior to the expiration of the Offer that number
of shares of Company Common Stock which represents at least a majority of
the shares of Company Common Stock outstanding on a fully-diluted basis
(excluding options not exercisable at the time the Offer is consummated),
(ii) the receipt of certain third-party consents, and (iii) the expiration
or termination of the applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Pursuant to the Merger Agreement, following the completion of the
Offer and the satisfaction or waiver of certain other conditions, Purchaser
will be merged with and into the Company (the "Merger"), with the Company
being the surviving corporation. In the Merger, each outstanding share of
Company Common Stock (other than shares held by Tier or Purchaser and by
stockholders who perfect appraisal rights under Delaware law), will be
converted into the right to receive cash in the amount of $3.00.
Concurrently with the execution of the Merger Agreement, Comerica
Incorporated, a Delaware corporation holding approximately 45.9% of the
outstanding Company Common Stock on a fully-diluted basis ("Comerica"),
Beranson Holdings, Inc., a California corporation holding approximately
10.1% of the outstanding Company Common Stock on a fully-diluted basis
("Beranson"), and Michaella Stern, the controlling stockholder of Beranson
and holder of options representing less than 1% of the outstanding Company
Common Stock on a fully-diluted basis ("Stern"), entered into a
stockholders agreement (the "Stockholders Agreement") with Tier and
Purchaser pursuant to which each of Comerica, Beranson and Stern agreed,
among other things, to tender all of such stockholder's respective shares
of Company Common Stock in the Offer, to vote all of such shares in favor
of the adoption of the Merger Agreement and to grant Tier a voting proxy in
connection therewith. A copy of the Stockholders Agreement is attached
hereto as Exhibit 2.2 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) See Index to Exhibits.
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.
OFFICIAL PAYMENTS CORPORATION
By: /s/ Thomas R. Evans
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Name: Thomas R. Evans
Title: Chairman and Chief Executive
Officer
Dated: May 31, 2002
INDEX TO EXHIBITS
Exhibit Number Description
2.1 Merger Agreement, dated as of May 30, 2002, by
and among Tier, Purchaser and the Company.
2.2 Stockholders Agreement, dated as of May 30,
2002, among the stockholders named in the
signature page thereto.
99.1 Joint Press Release of the Company and Tier,
dated May 31, 2002.