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):
December 4,
2008
TIER
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction of
Incorporation)
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000-23195
(Commission
File
Number)
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94-3145844
(IRS
Employer Identification No.)
|
|
10780
Parkridge Blvd., 4
th
Floor
Reston,
Virginia
(Address
of Principal Executive Offices)
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20191
(Zip
Code)
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Registrant's
telephone number, including area code:
571-382-1000
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Not
Applicable
------------------------------------------------------------------------------------------------------------------------
(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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o
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Written
communication pursuant to Rule 425 under the Securities act (17 CFR
230.425)
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o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CRF 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
December 4, 2008, the registrant’s Compensation Committee, or the Committee,
adopted the Tier Technologies, Inc. Executive Performance Stock Unit Plan, or
the PSU Plan. Executives nominated and approved by the Chief
Executive Officer of the registrant are eligible to
participate. Under the PSU Plan, up to 800,000 Performance Stock
Units, or PSUs, have been approved for issuance, but the participation of any
officers subject to Section 16 of the Securities Exchange Act must also be
approved by the Committee.
The
units will be awarded only upon the achievement and maintenance for a period of
60 days of specific share performance targets, or Share Price Performance
Targets, of $8.00, $9.50, $11.00, and $13.00 per share for approved participants
as of December 4, 2008, the effective date of the PSU Plan. For
participants hired after the effective date, the Committee will establish Share
Price Performance Targets based on 25%, 50%, 75%, and 100% increases in the
share price. The PSUs will be awarded in four equal tranches upon
achievement and maintenance of the Share Price Performance Targets; any PSUs
awarded will vest on December 4, 2011, the third anniversary of the effective
date, unless they vest earlier in connection with a change in control event as
described below. For example, Nina Vellayan, the registrant’s chief
operating officer, would receive 45,000 PSUs if the price of the registrant’s
common stock reaches and maintains a price of $8.00 per share for 60 days, an
additional 45,000 PSUs if the price of the common stock reaches and maintains a
price of $9.50 per share for 60 days, an additional 45,000 PSUs if the price of
the common stock reaches and maintains a price of $11.00 per share for 60 days,
and an additional 45,000 PSUs if the price of the common stock reaches and
maintains a price of $13.00 per share for 60 days; any PSUs awarded to Ms.
Vellayan would vest on December 4, 2011, unless they vest earlier in connection
with a change in control event.
The
registrant intends to pay PSUs in cash in the pay period in which the PSUs
become fully vested. If the registrant during the plan period has
shares available for issuance under a shareholder approved plan, the registrant
may issue shares of its common or restricted stock in an amount equivalent to
the value of the PSUs, as a replacement. An executive will be
entitled to receive a payment equal to (x) the price of a share of the
registrant’s common stock as of the close of market on the date of vesting, but
not more than $15.00, multiplied by (y) the number of PSUs that have been
awarded to the executive.
Under
the PSU Plan’s change in control provision, if the registrant experiences a
change in control (as defined in the PSU Plan), the units that have been awarded
or would be awarded based upon the per share value realized by stockholders of
the registrant in the change in control event will be immediately awarded, and
the payment due to the executive will be based on such per share value realized
by the registrant’s stockholders in the change in control event, not to exceed
$15.00 per share. If the executive continues to be employed by the
surviving entity following the change in control event, the award will be paid
at the earlier of two years after the change in control event or three years
after the effective date of the PSU Plan. Payment of the award may be
accelerated following a change in control event for termination without cause,
death or disability, or resignation for good reason.
Also
on December 4, 2008, the Committee increased the number of restricted stock
units that may be granted to Ronald L. Rossetti, the registrant’s chief
executive officer, under his enterprise value award plan. The
enterprise value award plan was included as Exhibit A to the Employment
Agreement between the registrant and Mr. Rossetti, dated April 30, 2008, which
was filed on May 6, 2008 as Exhibit 10.1 to the registrant’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2008. The Committee
increased the units that may be granted to Mr. Rossetti under the enterprise
value award plan by 150,000 units, at a share price target of $8.00 per
share. Though awarded on different terms, these 150,000 units are
drawn from the pool of 800,000 units that may be awarded under the PSU Plan
described above.
The
following table sets forth the units executives are eligible to receive under
the increase in the enterprise value award plan, in the case of Mr. Rossetti,
and under the PSU Plan, in the case of all other executives:
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Number
of Units at Share Price
Performance
Target
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Total
units that could be awarded
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$8.00
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$9.50
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$11.00
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$13.00
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Ronald
Rossetti
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150,000
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—
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—
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—
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150,000
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Nina
Vellayan
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45,000
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45,000
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45,000
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45,000
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180,000
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Ronald
Johnston
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37,500
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37,500
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37,500
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37,500
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150,000
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Keith
Kendrick
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25,000
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25,000
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25,000
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25,000
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100,000
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Keith
Omsberg
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12,500
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12,500
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12,500
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12,500
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50,000
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Ben
Mitchell
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12,500
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12,500
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12,500
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12,500
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50,000
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Paul
Bouwmeester
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6,250
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6,250
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6,250
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6,250
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25,000
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John
Guszak
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6,250
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6,250
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6,250
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6,250
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25,000
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The
foregoing description of the PSU Plan does not purport to be a complete
statement of the terms of the PSU Plan and is qualified in its entirety by
reference to the full text of the PSU Plan, a copy of which is filed as Exhibit
99.1 to this report.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
January 18, 2009, the board of directors of the registrant adopted an amendment
to the registrant’s Amended and Restated Bylaws. The amendment added
a new Section 1.8(b) to provide procedures for the cumulating of votes with
respect to the election of directors. The amendment also revised
Section 2.7 to provide that, so long as the registrant’s stockholders have the
right to cumulate votes in the election of directors, no director may be removed
(if less than the entire board is to be removed) without cause if the votes cast
against his or her removal would be sufficient to elect him or her if then
cumulatively voted at an election of the entire board of
directors. The full text of the Amended and Restated Bylaws, as
amended by the amendment, is attached as Exhibit 3.1 to this
report.
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.
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TIER
TECHNOLOGIES, INC.
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By:
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/s/
Ronald W. Johnston
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Name:
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Ronald
W. Johnston
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Title:
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Chief
Financial Officer
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Date:
January 22, 2009
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Exhibit
Index
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Exhibit
No
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Description
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3.1
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Amended
and Restated Bylaws, as amended, of the registrant.
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99.1
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Tier
Technologies, Inc. Executive Performance Stock Unit
Plan.
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