- Current report filing (8-K)
21 January 2009 - 9:11AM
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):
January 13,
2009
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)
|
|
Registrant's
telephone number, including area code:
571-382-1000
|
|
Not
Applicable
------------------------------------------------------------------------------------------------------------------------
(Former
Name or Former Address, if Changed Since Last
Report)
|
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
(
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 CRF
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
1.01. Entry into a Material Definitive Agreement.
On
January 13, 2009, the registrant and Cowboy Acquisition Company (the
“Acquisition Subsidiary”), a wholly owned subsidiary of the registrant, entered
into an asset purchase agreement (the “Agreement”) with ChoicePay, Inc.
(“ChoicePay”), an electronic payments company. The Agreement
contemplates that the Acquisition Subsidiary will acquire substantially all of
the assets, and assume certain of the liabilities, of ChoicePay. The
agreement provides for the payment by the Acquisition Subsidiary to ChoicePay of
a purchase price of $7,500,000 at closing, with additional payments of up to
$2,000,000 possible based on the revenue from specified customer
contracts.
The
closing of the transaction is subject to customary closing conditions, including
approval by the stockholders of ChoicePay.
The
foregoing description of the Agreement does not purport to be a complete
statement of the parties’ rights under the Agreement and is qualified in its
entirety by reference to the full text of the Agreement, which is filed with
this report as Exhibit 10.1.
Item
7.01. Regulation FD Disclosure.
On
January 20, 2009, the registrant issued a press release announcing the Agreement
disclosed in Item 1.01 above. A copy of the release is furnished as
Exhibit 99.1 to this report.
The
information in this Item 7.01 and in Exhibit 99.1 to this report shall not be
deemed "filed" for purposed of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, except as expressly set forth by specific reference in such
filing.
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:
|
/s/
Ronald W. Johnston
|
|
|
Name:
|
Ronald
W. Johnston
|
|
|
Title:
|
Chief
Financial Officer
|
|
Date:
January 20, 2009
|
|
|
|
10.1
|
Asset
Purchase Agreement between the registrant, Cowboy Acquisition Company and
ChoicePay, Inc., dated as of January 13,
2009.
|
|
99.1
|
Press
release issued by the registrant on January 20,
2009.
|
Tier Reit Inc. (NYSE:TIER)
Historical Stock Chart
From Jun 2024 to Jul 2024
Tier Reit Inc. (NYSE:TIER)
Historical Stock Chart
From Jul 2023 to Jul 2024
