Tier Technologies Inc - Current report filing (8-K)
07 August 2008 - 8:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
August 1,
2008
TIER
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation)
|
000-23195
(Commission
File
Number)
|
94-3145844
(IRS
Employer Identification No.)
|
10780
Parkridge Blvd., 4
th
Floor
Reston,
Virginia
(Address
of principal executive offices)
|
|
20191
(Zip
Code)
|
|
(571)
382-1000
(Registrant's
telephone number, including area code)
|
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
o
|
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On
August 1, 2008, the registrant informed Steven M. Beckerman, its Senior Vice
President, Business Process Outsourcing, that, effective September 30, 2008, his
employment will be terminated because of the registrant’s previously reported
sale of its Government Business Process Outsourcing
business. Pursuant to Mr. Beckerman’s employment agreement of October
29, 2007, in connection with the termination of Mr. Beckerman’s employment
within 12 months of the sale of the Government Business Process Outsourcing
business, (i) the registrant will pay to Mr. Beckerman in a lump sum payment two
years of base compensation totaling $440,000; (ii) the registrant will provide
for continuation of benefits for 18 months; and (iii) the vesting of Mr.
Beckerman’s option grants will be accelerated by 18 months from the effective
date of termination, excluding options granted on August 24, 2006.
(d) Effective
August 1, 2008, the registrant named Philip G. Heasley as a member of its board
of directors. Mr. Heasley will participate in the registrant’s
standard compensation program for independent directors. Pursuant to
this program, in connection with his appointment to the board the registrant
granted him an option to purchase 10,002 shares of its common stock at an
exercise price equal to the fair market value of the common stock on July 31,
2008.
Since
March 2005, Mr. Heasley has served as President and Chief Executive Officer of
ACI Worldwide, Inc., a developer of electronic payment software
products. From October 2003 to March 2005, Mr. Heasley served as
Chairman and Chief Executive Officer of PayPower LLC, an acquisition and
consulting firm specializing in financial services and payment
services. From October 2000 to November 2003, Mr. Heasley served as
Chairman and Chief Executive Officer of First USA Bank. From 1996
until November 2003, Mr. Heasley served as Chairman of the Board of Visa USA and
a member of the board of Visa International. Mr. Heasley also serves
on the boards of directors of ACI Worldwide, Inc., Fidelity National Financial,
Inc. and Kintera, Inc.
(e) On
August 6, 2008, the registrant entered into an Independent Contractor Agreement
with Mr. Beckerman, pursuant to which Mr. Beckerman will provide consulting
services to
assist
the registrant in the delivery and
completion of transitional services to the purchaser of the Government Business
Process Outsourcing business. The term of the agreement will be from
October 1, 2008 through November 30, 2008. The registrant will pay
Mr. Beckerman $19,866 per month under the agreement. This summary of
the Independent Contractor Agreement with Mr. Beckerman is qualified by
reference to such agreement, which is filed herewith as Exhibit 10.1, and is
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
See the exhibit index attached
hereto.
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:
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/s/
Ronald W. Johnston
|
|
Name:
|
Ronald
W. Johnston
|
|
Title:
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Chief
Financial Officer
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Date:
August 6, 2008
|
|
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10.1
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Independent
Contractor Agreement between the registrant and Steven M. Beckerman, dated
August 6,
2008
.
|
99.1
|
Press
release titled "Tier Announces New Director" issued by the Company on
August 6, 2008.
|
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