form8k.htm
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): September 30,
2008
TIER
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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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.)
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10780
Parkridge Blvd., 4th
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
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(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
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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
October 9, 2008, the registrant announced the appointment of Nina K. Vellayan as
the registrant’s chief operating officer, effective as of October 1,
2008. From 2001 through September 2008, Ms. Vellayan served as
President of Business Office Solutions, a division of Sallie Mae Inc., which
provides business office reengineering services to universities, colleges,
associations and the K-12 marketplace utilizing internet-based technologies;
from October 1994 until 2001, Ms. Vellayan served as Director, Cash
Management and Banking Strategies, Corporate Finance for Sallie
Mae.
On
September 30, 2008, the registrant entered into an employment agreement with Ms.
Vellayan, dated as of October 1, 2008, or the effective date. The
agreement provides for Ms. Vellayan’s employment as the registrant’s chief
operating officer for a period of two years following the effective
date. The agreement provides for base compensation of $275,000 per
year, with a sign-on bonus of $75,000, which Ms. Vellayan will be required to
repay on a pro-rated basis if her employment is terminated within 12 months of
the effective date. Ms. Vellayan will participate in the registrant’s
management incentive compensation plan with other key senior
executives. Subject to approval by Tier's Board of Directors, Ms.
Vellayan is eligible for (i) an option to purchase 200,000 shares of its common
stock at the closing price on the day before the date of grant, vesting over
five years, and (ii) 150,000 performance stock units, 50,000 at each of $11, $13
and $15 per share, to be paid in cash and vesting over three
years. In the event that Ms. Vellayan’s employment is terminated for
death or disability or by the registrant without cause during the term of her
employment agreement, the registrant will be required to pay to Ms. Vellayan 12
months’ salary plus the premiums for coverage of Ms. Vellayan and her covered
dependents under COBRA health continuation benefits for the 12-month period
immediately following her termination. In the event that Ms.
Vellayan’s employment is terminated within 12 months after a change in control
of the registrant, Ms. Vellayan will be entitled to two times the sum of (i) the
base salary in effect on the date of termination and (ii) a bonus equal to the
average bonus paid to the executive for the previous three years (or shorter
period during which the executive was employed) over a three-year look back
period, the premiums for coverage of Ms. Vellayan and her covered dependents
under COBRA health continuation benefits for the 18-month period
immediately following her termination, and full vesting of all unvested options
and performance stock units.
Item
7.01. Regulation FD Disclosure.
On October 9, 2008, the registrant
issued a press release announcing the appointment of Nina K. Vellayan as its
chief operating officer, a copy of which is furnished as Exhibit 99.1 to this
Current Report on Form 8-K. The information in this Item 7.01 and in
Exhibit 99.1 to this report shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as
expressly set forth by specific reference in such a filing.
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:
October 9, 2008
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99.1
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Press
release titled "Tier Announces Appointment of Chief Operating Officer"
issued by the Company on October 9,
2008.
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