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UNITED STATES
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): September 2, 2004
TIER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
California 000-23195 94-3145844
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10780 Parkridge Blvd., 4th Floor 20191
Reston, Virginia (Zip Code)
(Address of principal executive offices)
(571) 382-1090
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the obligation of the registrant under any of the
following provisions:
|_| Written communication pursuant to Rule 425 under the Securities act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On September 2, 2004, Tier Technologies, Inc. (the "Company") entered into
a supplemental indemnity agreement with Bruce R. Spector in connection with a
non-compete agreement Mr. Spector entered into with a former employer,
e.Magination Networks, LLC and Roche Capital, LLC (the "Supplemental Indemnity
Agreement"). A copy of the Supplemental Indemnity Agreement is attached hereto
as Exhibit 10.1. The following summary of the Supplemental Indemnity Agreement
is qualified by reference to Exhibit 10.1, which is incorporated herein.
Pursuant to the Supplemental Indemnity Agreement, the Company agreed to
defend Mr. Spector against and indemnify him from all expenses (including
amounts paid in settlement) related to any action, suit, claim or proceeding
brought by e.Magination Networks, LLC or Roche Capital, LLC, alleging that he
violated the above referenced non-compete agreement by serving as a director on
the Company's Board of Directors. Mr. Spector was appointed to the Company's
Board of Directors on October 26, 2004.
On October 26, 2004, the Company's Board of Directors adopted a revision of
its compensation plan for non-employee directors, which revision will become
effective on February 8, 2005. Pursuant to this revision, the Chairman of the
Audit Committee will receive an annual retainer of $20,000 (instead of the
$15,000 retainer payable to other non-employee directors), payable quarterly in
arrears, and each member of the Audit Committee will receive fees of $1,000 for
each Audit Committee meeting attended (instead of the $500 fee payable for
meetings of other board committees).
On October 8, 2004, the Company granted to Jeffrey A. McCandless, the
Company's Chief Financial Officer, an incentive stock option to purchase 25,000
shares of its Class B Common Stock at an exercise price of $9.77 per share,
pursuant to an option agreement in substantially the form attached as Exhibit
99.2 to the Current Report on Form 8-K filed by the Company on November 12,
2004. The option vests over a five-year period from the date of grant and
expires ten years from the date of grant.
On October 8, 2004, the Company granted to each of Samuel Cabot III, Morgan
P. Guenther, Ronald L. Rossetti, T. Michael Scott and Charles W. Berger,
directors of the Company, a nonstatutory stock option to purchase 5,000 shares
of its Class B Common Stock at an exercise price of $9.77 per share, pursuant to
an option agreement in substantially the form attached as Exhibit 99.3 to the
Current Report on Form 8-K filed by the Company on November 12, 2004 (the
"Nonstatutory Option Agreement"). Each option was fully vested on the date of
grant and expires ten years from the date of grant.
On October 8, 2004, the Company granted to James L. Bildner, a director of
the Company, a nonstatutory stock option to purchase 15,000 shares of its Class
B Common Stock at an exercise price of $9.77 per share, pursuant to an option
agreement in substantially the form of the Nonstatutory Option Agreement. The
option was fully vested on the date of grant and expires ten years from the date
of grant.
On October 27, 2004, the Company granted to Mr. Spector, a director of the
Company, a nonstatutory stock option to purchase 3,333 shares of its Class B
Common Stock at an exercise price of $8.68 per share, pursuant to an option
agreement in substantially the form of the Nonstatutory Option Agreement. The
option was fully vested on the date of grant and expires ten years from the date
of grant.
On December 13, 2004, the Company entered into a cross-collateralization
agreement with Mr. Bildner to cross-collateralize certain of the promissory
notes that Mr. Bildner has made to the Company (the "Cross-Collateralization
Agreement"). A copy of the Cross-Collateralization Agreement is attached hereto
as Exhibit 10.2. The following summary of the Cross-Collateralization Agreement
is qualified by reference to Exhibit 10.2, which is incorporated herein.
The Cross-Collateralization Agreement amends three of Mr. Bildner's
existing pledge agreements with the Company (the "Amended Pledge Agreements"),
each of which secures his obligations under a different promissory note he had
made to the Company. Pursuant to the Cross-Collateralization Agreement, the
aggregate 226,348 shares of Class B Common Stock that Mr. Bildner had pledged to
the Company pursuant to the Amended Pledge Agreements, now secures all of his
obligations under each of the six the promissory notes he has made to the
Company listed in the Cross-Collateralization Agreement (the "Listed Notes").
The Listed Notes have an aggregate outstanding principal balance of $2,024,052
as of December 14, 2004.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On October 26, 2004, Mr. Bildner informed the Company that he intends to
retire as a director when his term expires at the Annual Meeting of Shareholders
on February 8, 2005. Accordingly, he is not seeking re-election to the Company's
Board of Directors at the Annual Meeting and he will no longer serve on the
Board following the Annual Meeting.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Supplemental Indemnity Agreement dated as of September 2, 2004, by and
between the Company and Bruce R. Spector.
10.2 Cross-Collateralization Agreement dated as of December 13, 2004, by and
between the Company and James L. Bildner.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
TIER TECHNOLOGIES, INC.
By: /s/ Jeffrey A. McCandless
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Jeffrey A. McCandless
Chief Financial Officer
Date: December 15, 2004
EXHIBIT INDEX
10.1 Supplemental Indemnity Agreement dated as of September 2, 2004, by and
between the Company and Bruce R. Spector.
10.2 Cross-Collateralization Agreement dated as of December 13, 2004, by and
between the Company and James L. Bildner.