Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - OFFICIAL PAYMENTS HOLDINGS, INC. | form8k.htm |
| EX-99.1 - AGREEMENT - OFFICIAL PAYMENTS HOLDINGS, INC. | exhibit99-1.htm |
 |
Exhibit
99.2
Tier
Technologies, Inc.
10780
Parkridge Blvd., Suite 400
Reston,
VA 20191
CONTACT:
Ronald
W. Johnston, Chief Financial Officer
rjohnston@tier.com
(571)
382-1000
|
Tier
Technologies and Discovery Group Reach Agreement
RESTON, VA – March 1,
2010. 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.
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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
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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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