- Amended Quarterly Report (10-Q/A)
November 03 2008 - 10:58AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
AMENDMENT
NO. 1
(Mark
One)
x
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended
June 30,
2007
OR
o
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
__________________
Commission
file number 000-23195
TIER
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
94-3145844
|
(State
or other jurisdiction
of
incorporation or organization)
|
(I.R.S.
Employer
Identification
No.)
|
10780
Parkridge Boulevard, Suite 400
Reston,
Virginia 20191
(Address
of principal executive offices)
(571)
382-1000
(Registrant's
telephone number, including area code)
Not
applicable
(Former
name, former address, and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.Yes
x
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of "accelerated filer," "large accelerated
filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
Large
accelerated filer
o
|
Accelerated
filer
x
|
Non-accelerated
filer
o
|
Smaller
reporting company
o
|
(Do not
check if a smaller reporting company)
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o
No
x
At
September 30, 2008, there
were
19,734,863 shares of the Registrant's Common Stock
outstanding.
EXPLANATORY
NOTE
Tier Technologies,
Inc. is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2007, as originally filed with the SEC on August
9, 2007, for the sole purpose of correcting Exhibit 3.1, the Amended and
Restated Bylaws of Tier Technologies. The version of Exhibit 3.1
filed with the original filing failed to include previous amendments to the
bylaws. The bylaws attached to this filing as Exhibit 3.1 are the
registrant’s current bylaws, as approved by the Board of
Directors. This Amendment No. 1 on Form 10-Q/A does not change the
previously reported financial statements or any of the other disclosure
contained in the original Form 10-Q. Item 6 of Part II is also being
amended to add new certifications in accordance with Rule 13a-14(a) under the
Securities Exchange Act of 1934, as amended.
ITEM
6. EXHIBITS
Exhibit
Number
|
Description
|
3.1
|
Amended
and Restated Bylaws of Tier Technologies, Inc., as amended.
†
|
|
10.1
|
Share
Repurchase Agreement between CPAS Systems, Inc., Tier Ventures Corporation
and Tier Technologies, Inc. dated June 29, 2007
(1)
|
|
10.2
|
Employment
Agreement between Tier Technologies, Inc. and Kevin Connell, dated August
9, 2007*
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a)
promulgated under the Securities Exchange Act of 1934, as amended.
†
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a)
promulgated under the Securities Exchange Act of 1934, as amended.
†
|
|
32.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*
|
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*
|
|
†
Filed
herewith.
(1)
Filed as an exhibit on current report Form 8-K, filed on July 7,
2008, and incorporated herein by reference.
*Previously
filed.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report on Form 10-Q to be signed on its behalf by the
undersigned thereunto duly authorized.
|
TIER
TECHNOLOGIES, INC.
|
Date:
November 3, 2008
|
|
|
|
By:
|
/s/
Ronald W. Johnston
|
|
|
Ronald W. Johnston
|
|
|
Chief Financial Officer
|
|
|
(Principal
Financial Officer
and
a Duly Authorized
Officer)
|
Exhibit
31.1
CERTIFICATION
I,
Ronald L. Rossetti, certify that:
1.
I have reviewed this Amendment No. 1 on Form 10-Q/A of Tier Technologies, Inc.;
and
2.
Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report.
|
|
Date:
November 3, 2008
|
By:
/s/ Ronald L.
Rossetti
|
|
Ronald
L. Rossetti
|
|
|
|
Chief
Executive Officer
|
|
|
|
(Principal
Executive Officer)
|
Exhibit
31.2
CERTIFICATION
I,
Ronald W. Johnston, certify that:
1.
I have reviewed this Amendment No. 1 on Form 10-Q/A of Tier Technologies, Inc.;
and
2.
Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report.
|
|
Date:
November 3, 2008
|
By:
/s/ Ronald W.
Johnston
|
|
Ronald
W. Johnston
|
|
|
|
Chief
Financial Officer
|
|
|
|
(Principal
Financial Officer)
|
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