- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
February 27 2009 - 9:00AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(RULE
14a-101)
SCHEDULE 14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
o
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Filed by a Party other than the
Registrant
x
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Check the appropriate box:
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o
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Preliminary Proxy Statement.
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
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o
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Definitive Proxy Statement.
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x
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Definitive Additional Materials.
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o
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Soliciting Material Pursuant to
§240.14a-12.
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TIER
TECHNOLOGIES, INC.
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(Name
of Registrant as Specified In Its Charter)
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DISCOVERY
EQUITY PARTNERS, L.P., DISCOVERY GROUP I, LLC,
DANIEL J. DONOGHUE AND MICHAEL R. MURPHY
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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On February 27, 2009, Discovery Equity Partners, L.P., Discovery
Group I, LLC, Daniel J. Donoghue and Michael R. Murphy (collectively, the
Discovery Group) issued a press release in connection with the solicitation
of proxies by the Discovery Group from holders of shares of common stock, par
value $0.01, of Tier Technologies, Inc. (Tier), announcing that PROXY
Governance, Inc., an independent proxy advisory firm, has recommended that
Tier stockholders vote for the election of the Discovery Group nominees, Daniel
J. Donoghue and Michael R. Murphy, to the Tier Board of Directors at Tiers
2009 Annual Meeting of Stockholders, and vote for the Discovery Groups proposals
that the Tier Board terminate Tiers poison pill rights plan and reinstate
stockholders ability to call special meetings.
A copy of the press release is attached hereto as Exhibit 1.
***
Exhibits
Exhibit 1 Press Release dated February 27, 2009
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