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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): March 9, 2005
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 Identification
incorporation) File Number) 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 March 9, 2005, Tier Technologies, Inc. (the "Company") entered into a
Separation Agreement and Release (the "Separation Agreement") with Jeffrey A.
McCandless, the Company's Chief Financial Officer. The following summary of the
Separation Agreement is qualified in its entirety by reference to the Separation
Agreement, which is attached as Exhibit 99.1 and incorporated herein by
reference.
Pursuant to the Separation Agreement, Mr. McCandless will continue to serve
as the Company's Chief Financial Officer until the date that is two weeks after
the first day of employment of a new Chief Financial Officer. The Company has
agreed to pay to Mr. McCandless as severance an amount equal to $83,333.33. In
exchange for such consideration, Mr. McCandless has executed a release agreement
releasing the Company and its employees, directors, shareholders and affiliates
from any and all claims and liabilities including, but not limited to, all
claims arising out of his employment with or separation from the Company.
Item 1.02 Termination of a Material Definitive Agreement
On March 9, 2005, this Separation Agreement effectively terminated and
superceded the Employment Agreement dated July 2, 2003, by and between the
Company and Mr. McCandless, and the Nondisclosure and Proprietary/Confidential
Information Non-Competition Agreement executed by Mr. McCandless on October 23,
2003.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Separation Agreement and Release dated March 9,
2005, by and between the Company and Jeffrey A.
McCandless.
SIGNATURE
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.
TIER TECHNOLOGIES, INC.
By: /s/ James R. Weaver
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James R. Weaver
Chief Executive Officer
Date: March 14, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Separation Agreement and Release dated March 9, 2005, by and
between the Company and Jeffrey A. McCandless.