Tier Technologies and Discovery Group Reach Agreement
02 March 2010 - 8:05AM
Business Wire
Tier Technologies, Inc. (NASDAQ: TIER) (the “Company” or “Tier”)
and the Discovery Group (“Discovery”), which beneficially owns 13.5
percent of the Company’s outstanding shares, today announced that
they have entered into an agreement in connection with the
Company’s 2010 Annual Meeting of Stockholders to be held on April
8, 2010.
Under the terms of the Agreement, Tier will reduce the size of
its Board from nine to seven members, effective at the Annual
Meeting. Current directors Daniel Donoghue and Michael Murphy,
managing members of Discovery who were elected to the Company’s
Board last year, will serve the remainder of their current terms
but will not stand for reelection. The Tier nominees will consist
of the remaining seven current directors: Charles Berger, John
Delucca, Morgan Guenther, Philip Heasley, David Poe, Ronald
Rossetti and Zachary Sadek.
As part of the Agreement, Discovery has agreed to vote its
shares in support of the Board’s nominees and the Company’s
proposals at the Annual Meeting. Following the Meeting, the Company
will separate the roles of Chairman and Chief Executive Officer. In
addition, the Company has agreed to reimburse Discovery for
$175,000 of expenses incurred in connection with last year’s proxy
contest.
“During the course of the last year, we have enjoyed a
productive relationship with our fellow directors,” said Mr.
Murphy. Mr. Donoghue added “We are now confident that the Board and
management team at Tier are appropriately focused on shareholder
value. We are excited about the Tier management team’s strategy for
profitable growth.”
Speaking on behalf of the Tier Board of Directors, lead
independent director Phil Heasley commented that “Dan and Mike have
served all shareholders well by bringing their expertise to this
Board. We greatly value the contributions they made over the past
year, and we respect their decision to depart from the Board.”
Chief Executive Officer Ron Rossetti added that “Management has
benefited from Dan and Mike’s added shareholder perspective. Their
views have helped us plan and execute Tier’s important strategic
initiatives.”
The complete agreement will be included as an exhibit to the
Company’s Current Report on Form 8-K to be filed with the
Securities and Exchange Commission.
About Tier Technologies, Inc.
Tier Technologies, Inc. is a leading provider of electronic
payment solutions in the biller direct market. Headquartered in
Reston, Virginia, the company provides over 3,900 electronic
payment clients in all 50 states and the District of Columbia with
enhanced payment services that include multiple payment choices,
payment channels, and bill payment products and services. Tier
serves clients in multiple markets including federal, state, and
local governments, educational institutions, utilities and
commercial clients primarily through its wholly-owned subsidiary,
Official Payments Corporation. For more information, see
www.tier.com and www.officialpayments.com.
Statements made in this press release that are not statements of
historical fact are forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
relate to future events and to Tier’s future financial and/or
operating performance, including Tier’s strategy and the execution
of the Company’s strategic initiatives. Each of these statements is
made as of the date hereof based only on current information and
expectations that are subject to change and that involve a number
of risks and uncertainties. Actual events or results may differ
materially from those projected in such statements due to various
factors, including, but not limited to, the matters discussed in
the “Management’s Discussion and Analysis” and “Risk Factors”
sections of Tier’s annual report on Form 10-K for the fiscal year
ended September 30, 2009, as amended, and quarterly report on Form
10-Q for the quarter ended December 31, 2009, which have been filed
with the Securities and Exchange Commission (the “SEC”). The
Company undertakes no obligation to update any such forward-looking
statements.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION
The Company plans to file with the SEC and mail to its
stockholders a proxy statement relating to its Annual Meeting. The
proxy statement will contain important information about the
Company and the matters to be acted upon at the meeting. Investors
and security holders are urged to read the proxy statement
carefully when it is available.
Investors and security holders will be able to obtain free
copies of the proxy statement and other documents filed with the
SEC by the Company through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be
able to obtain free copies of these documents from the Company by
contacting Tier Technologies, Inc., attention Keith Omsberg,
Corporate Secretary, 10780 Parkridge Boulevard, 4th floor, Reston,
Virginia, 20191, telephone: (571) 382-1000.
The Company, its directors and named executive officers may be
deemed to be participants in the solicitation of the Company’s
security holders in connection with its 2010 annual meeting of
stockholders. Security holders may obtain information regarding the
names, affiliations and interests of such individuals in the
Company’s Annual Report on Form 10-K for the year ended September
30, 2009, as amended, which is on file with the SEC, as well as its
upcoming proxy statement for the 2010 annual meeting (when
available). To the extent there have been changes in the Company’s
directors and executive officers since the filing of the Form 10-K,
as amended, such changes have been reported on Current Reports on
Form 8-K filed with the SEC. To the extent holdings of Company
securities by the Company’s directors and named executive officers
have changed since the amounts shown in the Form 10-K, as amended,
such changes have been or will be reflected on Statements of Change
in Beneficial Ownership on Form 4 or Form 5 filed with the SEC.
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