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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): December 13, 2004
TIER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
California 000-23195 94-3145844
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
10780 Parkridge Blvd., 4th Floor
Reston, Virginia 20191
(Address of principal executive offices) (Zip Code)
(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 4.01 Changes in Registrant's Certifying Accountant
On December 13, 2004, PricewaterhouseCoopers LLP ("PwC") informed Tier
Technologies, Inc. (the "Company") that PwC declined to stand for re-election as
the Company's independent registered public accounting firm following completion
of its audit of the Company's financial statements for the year ended September
30, 2004. The Company is in the process of seeking proposals for the fiscal year
2005 audit from other independent registered public accounting firms.
PwC's audit reports with respect to the Company's financial statements for
the fiscal years ended September 30, 2002 and 2003 did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
During the Company's fiscal years ended September 30, 2002 and 2003 and the
period commencing October 1, 2003 and ending December 13, 2004, there have been
no disagreements between the Company and PwC on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of PwC would
have caused them to make reference thereto in their reports on the financial
statements for such years.
Except as noted in the following paragraph, there have been no reportable
events, as defined by Item 304(a)(1)(v) of Regulation S-K, during the Company's
fiscal years ended September 30, 2002 and 2003 or the period commencing October
1, 2003 and ending December 13, 2004.
On December 14, 2004 PwC advised the Company's management and the Audit
Committee of the Company's Board of Directors of a material weakness related to
insufficient personnel resources and technical accounting expertise within the
Company's accounting function.
The Company has provided PwC with a copy of this disclosure under this Item
4.01 and has received a letter from PwC stating that it agrees with this
disclosure. A copy of the letter received by the Company indicating PwC's
agreement with this disclosure is attached hereto as Exhibit 16.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
16.1 Letter from PricewaterhouseCoopers LLP, dated December 17, 2004.
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 17, 2004
EXHIBIT INDEX
16.1 Letter from PricewaterhouseCoopers LLP, dated December 17, 2004.