425

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) June 18, 2007

Authorize.Net Holdings, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

DELAWARE
(STATE OR OTHER JURISDIC-
TION OF INCORPORATION) 000-21319
(COMMISSION
FILE NUMBER) 04-3065140
(IRS EMPLOYER
IDENTIFICATION NO.)

293 BOSTON POST ROAD WEST, MARLBOROUGH, MASSACHUSETTS 01752
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (508) 229-3200

NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:

þ WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17 CFR 230.425)

o SOLICITING MATERIAL PURSUANT TO RULE 14a-12 UNDER THE EXCHANGE ACT (17 CFR 240.14a-12)

o PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14d-2(b) UNDER THE EXCHANGE ACT (17 CFR 240.14d-2(b))

o PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13e-4(c) UNDER THE EXCHANGE ACT (17 CFR 240.13e-4(c))

ITEM 8.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 18, 2007, we issued a press release announcing that we had entered into an Agreement and Plan of Reorganization (the “Agreement”) by and among CyberSource Corporation (“CSC”), Congress Acquisition-Sub, Inc., Congress Acquisition Sub 1, LLC and Authorize.Net Holdings, Inc. (“Authorize.Net” or the “Company”), whereby CyberSource Corporation agrees to acquire us in a stock and cash transaction valued at approximately $565 million, as of the close of the NASDAQ Global Market System on June 15, 2007. Under the Agreement, our shareholders will receive 1.1611 shares of CyberSource common stock for every share of Authorize.Net common stock. Additionally, our shareholders will receive a pro-rata share of approximately $125 million in the form of a cash payment and cash in lieu of fractional shares. The Agreement was approved by the boards of directors of both CyberSource and Authorize.Net. The transaction will be effected through two sequential mergers. First, Congress Acquisition Sub, Inc. (“Merger Sub”), a newly formed wholly-owned subsidiary of CSC, will merge with and into the Company with the Company remaining as the surviving corporation and a wholly-owned subsidiary of CSC. Second, the surviving corporation will then merge with and into Congress Acquisition Sub 1, LLC, a newly formed wholly-owned subsidiary of CSC (“LLC Merger Sub”), with LLC Merger Sub remaining as the surviving entity (the “Mergers ”).
A copy of the press release issued on June 18, 2007 entitled “CyberSource to Acquire Authorize.Net” is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 3.03.   MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

On June 15, 2007, we adopted Amendment No. 2 to our Rights Agreement dated as of November 14, 1997 with American Stock Transfer and Trust Company as amended on January 24, 2007, which may be deemed material. The Amendment changes the definition of “Beneficial Owner” in Section 1 of the Rights Agreement to exclude from that definition securities which a Person or any of such Person’s Affiliates or Associates may be deemed to have the right to acquire pursuant to any merger or other acquisition or reorganization agreement between the Company and such Person (or one or more of its Affiliates or Associates) if such agreement has been approved by the Board of Directors of the Company prior to there being an Acquiring Person. The foregoing description of Amendment No. 2 is qualified in its entirety by the terms of Amendment No. 2, a copy of which is filed as Exhibit 4.1.

ITEM 7.01   REGULATION FD DISCLOSURE

On June 18, 2007, certain officers of Authorize.Net are participating in a conference call regarding the Mergers. The script for such conference call is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

In addition, we made available to Authorize.Net employees certain information regarding the transaction contained in a presentation regarding the Mergers that was given to Authorize.Net employees on June 18, 2007.

The foregoing description of the conference call script and presentation to employees does not purport to be complete and is qualified in its entirety by reference to the conference call script

and presentation to employees attached as Exhibits 99.2 and 99.3 respectively, and incorporated herein by reference.

The information set forth in item 8.01 below is hereby incorporated by reference in this item 7.01.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

(c)   EXHIBITS.

          4.1        Amendment No. 2 to Rights Agreement dated November 14, 1997 with American Stock Transfer and Trust Company as Rights Agent

          99.1      Press Release dated June 18, 2007 entitled “CyberSource to Acquire Authorize.Net.”

          99.2      Script of Conference Call held by CyberSource Corporation on June 18, 2007

          99.3      Presentation to Employees delivered June 18, 2007

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.

Authorize.Net Holdings, Inc.
By:	/s/ Timothy C. O’Brien
	Timothy C. O’Brien
	Vice President, Finance and Administration, Chief Financial Officer and Treasurer

June 18, 2007

EX-4.1

Exhibit 4.1   

AMENDMENT NO. 2 TO RIGHTS AGREEMENT

     This Amendment No. 2 (this “Amendment”), dated as of June 15, 2007, is by and between Authorize.Net Holdings, Inc. (formerly Lightbridge, Inc.), a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company (the “Rights Agent”).

     WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement dated as of November 14, 1997, and amended on January 24, 2007 (the “Rights Agreement”); and

     WHEREAS, pursuant to Section 26 of the Rights Agreement, this Amendment is being executed by the Company and the Rights Agent for the purpose of amending the Rights Agreement as set forth below;

     NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. That the definition of “Beneficial Owner” set forth in Section 1 of the Rights Agreement be amended by deleting such definition in its entirety and replacing it with the following definition:

     A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “beneficially own”, and shall be deemed to have “Beneficial Ownership” of, any securities:

     (i) which such Person or any of such Person’s Affiliates or Associates is deemed to “beneficially own” within the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Rights Agreement;

     (ii) which such Person or any of such Person’s Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (written or oral), or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, or to have Beneficial Ownership of, (1) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange thereunder, or (2) securities which a Person or any of such Person’s Affiliates or Associates may be deemed to have the right to acquire pursuant to any merger or other acquisition or reorganization agreement between the Company and such Person (or one or more of its Affiliates or Associates) if such agreement has been approved by the Board of Directors of the Company prior to there being an Acquiring Person; or (B) the right to vote pursuant to any agreement, arrangement or understanding (written or oral); provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security if (1) the agreement, arrangement or understanding (written or oral) to vote such security arises

solely from a revocable proxy or consent given to such Person pursuant to a definitive proxy statement filed with the Securities and Exchange Commission and otherwise in accordance with, the applicable rules and regulations under the Exchange Act and (2) the beneficial ownership of such security is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

     (iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (written or oral) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (ii)(B) of this definition) or disposing of any securities of the Company.

Notwithstanding the foregoing, nothing contained in this definition shall cause a Person ordinarily engaged in business as an underwriter of securities to be the “Beneficial Owner” of, or to “beneficially own”, any securities acquired in a bona fide firm commitment underwriting pursuant to an underwriting agreement with the Company.

     2. Except as specifically amended by this Amendment, the Rights Agreement shall remain in full force and effect.

- 2 -

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the date first above written.

AUTHORIZE.NET HOLDINGS, INC.
By:	/s/ Eugene DiDonato
	Name:	Eugene DiDonato
	Title:	VP & General Counsel

AMERICAN STOCK TRANSFER AND TRUST COMPANY
By:	/s/
	Name:
	Title:

EX-99.1

Exhibit 99.1   

Contacts:

CyberSource Corporation
Bruce Frymire
Director, Corporate Communications & Investor Relations
(650) 965-6042 or bfrymire@cybersource.com

Authorize.Net Holdings, Inc.
Timothy O’Brien
Chief Financial Officer
(508) 229-3215

CyberSource to Acquire Authorize.Net

Deal will combine two leaders in web-based payment
Stock and cash transaction valued at approximately $565 million

     MOUNTAIN VIEW, Calif. and MARLBOROUGH, Mass. – June 18, 2007 – CyberSource Corporation (NASDAQ: CYBS), a leading provider of electronic payment and risk management solutions, and Authorize.Net Holdings, Inc. (NASDAQ: ANET), a leading provider of IP based payment solutions, today announced the signing of a definitive agreement whereby CyberSource will acquire Authorize.Net in a stock and cash transaction valued at approximately $565 million, as of the close of the NASDAQ Global Market System on June 15, 2007.

     The acquisition joins two highly complementary businesses, positioning CyberSource to further capitalize on the growing web-based payment opportunity. Both companies are leaders in enabling e-commerce businesses to accept online payments for goods and services. CyberSource, with approximately 20,000 customers, has traditionally focused on managing payments for mid-sized and enterprise customers. Authorize.Net, with over 175,000 customers, has specialized in small businesses. Collectively, the companies processed approximately 1.1 billion transactions in 2006, representing $65 billion of e-commerce. The acquisition will enable CyberSource to provide leading payment solutions to all segments of the e-commerce industry.

     “This is an investment in growth and scale,” said Bill McKiernan, CyberSource chairman and CEO. “Each company has a strong brand, processing platform and team. This combination helps secure our leadership position, and gives us more resources to bring innovative payment

solutions to our customers and partners. We believe this combination creates a unique global platform to allow us to better serve the industry and positions CyberSource to support new business opportunities as more payment types migrate to web-based platforms.”

     Under the agreement, Authorize.Net shareholders will receive 1.1611 shares of CyberSource common stock for every share of Authorize.Net common stock. Additionally, shareholders will receive a pro-rata share of approximately $125 million in the form of a cash payment. The agreement was approved by the boards of directors of both CyberSource and Authorize.Net. Subject to obtaining applicable shareholder approvals and satisfaction of all regulatory requirements, the transaction is expected to close in late September or early October 2007. This transaction is expected to be accretive in the fourth quarter of 2007 on a non-GAAP basis, which excludes stock-based compensation expense, a reduction in the tax allowance, the non-cash portion of the tax provision, depreciation and amortization expense, and certain non- recurring charges and income.

     “Authorize.Net has been a great success story for our merchants, our partners, and our shareholders,” said Robert E. Donahue, Authorize.Net Holdings, Inc., president and CEO. “CyberSource is in an excellent position to leverage the potential of the combined businesses to further build on the successes of each company. They see the full potential in the Authorize.Net business, and they share our commitment to the continued growth of our customers and partners.”

     “We believe this transaction, in the years ahead, will enable us to provide even better support for our channel partners and customers,” said Roy Banks, president, Authorize.Net Corp. “We expect this combination of resources to bring new and innovative payment solutions to market faster and more successfully than either company could independently.”

     Bill McKiernan will remain Chairman and CEO of the combined entity, Scott Cruickshank will remain President and COO of CyberSource, and Roy Banks will remain President of Authorize.Net.

     Upon the close of the transaction, Robert Donahue, currently a member of the board of directors of Authorize.Net Holdings, Inc., will join the board of directors of CyberSource. In conjunction with the anticipated transaction, Scott Cruickshank, president and COO of CyberSource, has agreed to resign from the board of directors of CyberSource.

     Goldman Sachs & Co. served as financial advisor to CyberSource, and Jefferies Broadview, a division of Jefferies & Co., served as financial advisor to Authorize.Net for this transaction.

Conference Call

     CyberSource and Authorize.Net will host a conference call for financial analysts and investors today, June 18, 2007 at 4:30 p.m. Eastern time (1:30 p.m. Pacific time). The call can be accessed in either of the following ways:

     Live conference call

     Dial 888-542-8515 (U.S. and Canada) 706-634-2163 (International). The call’s ID number is: 9792614. A taped replay of this call will be available through June 28, 2007. The dial-in numbers for the taped replay are 800-642-1687 (U.S.) 706-645-9291 (local or international). The call’s ID number is 9792614.

     Live web cast

     http://www.cybersource.com/cgi-bin/ir.pl

A replay of this web cast will remain available at this location through June 28, 2007.

About CyberSource

     CyberSource Corporation is a leading provider of electronic payment and risk management solutions. CyberSource solutions enable electronic payment processing for Web, call center, and POS environments. CyberSource also offers industry leading risk management solutions for merchants accepting card-not-present transactions. CyberSource Professional Services designs, integrates, and optimizes commerce transaction processing systems. Approximately 20,000 businesses use CyberSource solutions, including half the companies comprising the Dow Jones Industrial Average. The company is headquartered in Mountain View, California, and has sales and service offices in Japan, the United Kingdom, and other locations in the United States. For more information, please visit CyberSource’s web site at www.cybersource.com or email info@cybersource.com.

About Authorize.Net

     Authorize.Net provides secure, reliable, Internet Protocol (IP) based payment gateway solutions that enable merchants to authorize, settle and manage electronic transactions anytime, anywhere, via websites, at retail, mail order/telephone order (MOTO) call centers and on wireless devices. In addition to its payment solutions, Authorize.Net offers extensive value-add products designed to help merchants manage their business, fight fraud, and improve profitability. Authorize.Net is sold through an extensive network of partners that offer its IP-based payment services to their merchant customers. For more information, please visit Authorize.Net’s web site at www.authorize.net.

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995

Statements in this release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the company’s expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements in this release include, without limitation, statements regarding: (1) the two businesses being highly complementary; (2) the acquisition enabling CyberSource to provide leading solutions to all segments of the e-commerce industry; (3) the acquisition being an investment in growth and scale; (4) strength of each company’s brand, processing platform and team; (5) combination helping secure CyberSource’s leadership position; (6) ability of the combined company to bring innovative payment solutions; (7) the acquisition creating a unique global platform; (8) the transaction being accretive in the fourth quarter of 2007 on a non-GAAP basis; (9) Authorize.Net being a great success story for merchants, partners, and shareholders; (10) potential of the combined company; (11) ability of the combined company to provide better support; and, (12) the combination bringing innovative payment solutions to market faster and more successfully. Risks, uncertainties and assumptions include the possibility that development of these products and services may not proceed as planned; that the merger does not close or that the companies may be required to modify aspects of the transaction to achieve regulatory approval; or that prior to the closing of the proposed merger, the businesses of the companies suffer due to uncertainty; that the parties are unable to successfully execute their integration strategies or achieve planned synergies; other risks that are described from time to time in CyberSource’s and Authorize.Net Holdings, Inc.’s Securities and Exchange Commission reports (including, but not limited to, CyberSource’s annual report on Form 10-K for the year ended December 31, 2006, and Authorize.Net’s Form 10-K for the year ended December 31, 2006, and subsequently filed reports). If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, CyberSource’s or Authorize.Net’s results could differ materially from CyberSource’s or Authorize.Net’s expectations in these statements. Neither CyberSource nor Authorize.Net assume any obligation and they do not intend to update these forward-looking statements.

Additional Information and Where to Find It

CyberSource and Authorize.Net will file a joint proxy statement/prospectus with the SEC in connection with the proposed merger. Investors and security holders are urged to read the joint proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information. Investors and security holders will be able to obtain these documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by CyberSource are available free of charge by contacting Investor Relations, CyberSource Corporation, 1295 Charleston Road, Mountain View, California 94043-1307, (650) 965-6000, and documents filed with the SEC by Authorize.Net are available free of charge by contacting Investor Relations, Authorize.Net Holdings, Inc., 293 Boston Post Road, West #220, Marlborough, MA 01752, (866) 916-7380.

Participants in Solicitation

CyberSource and Authorize.Net, and their respective directors, executive officers and other possible employees and advisors, may be deemed to be participants in the solicitation of proxies from the stockholders of CyberSource and Authorize.Net in connection with the merger and related items. Information regarding the directors and executive officers of CyberSource and their ownership of CyberSource shares is set forth in the proxy statement for CyberSource’s 2007 annual meeting of stockholders, which was filed with the SEC on April 9, 2007. Information regarding the directors and executive officers of Authorize.Net and their ownership of Authorize.Net stock is set forth in the proxy statement for Authorize.Net’s 2007 annual meeting of stockholders, which was filed with the SEC on April 30, 2007. Investors may obtain additional information regarding the interests of those participants by reading the proxy statement/prospectus when it becomes available.

EX-99.2

Exhibit 99.2   

Conference Call Script

Operator announces beginning of call, ending with:
Thank you. I will now turn the call over to Mr. Bill McKiernan, Chairman and CEO of CyberSource

Bill:
Thank you [operator name] and thank you all for joining us. Let me take a moment to introduce the people we have on the call today. I am joined by Bob Donahue, CEO of Authorize.Net Holdings, Inc., Roy Banks, President of Authorize.Net Corp, Tim O’Brien, CFO of Authorize.Net Holdings, Inc., and Steve Pellizzer, CFO of CyberSource. This call will be a approximately 30 minutes, as we are simultaneously briefing customers, partners, and employees today and need to keep on a pretty tight schedule. Indeed, I am here in Bellevue, Washington with Roy and his team briefing the Authorize.Net employees on the transaction. So we encourage you to view the press release available at www.cybersource.com for additional information beyond our brief prepared remarks. First, I’d like to ask Steve Pellizzer to outline the appropriate Safe Harbor provisions.

Steve:
Thanks, Bill. During the course of this teleconference, we will make certain forward-looking statements that involve risks, uncertainties and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, statements of expected synergies, timing of closing, customer solutions and industry leadership are all forward-looking statements. Risks, uncertainties and assumptions include the possibility that development of these products and services may not proceed as planned; that the merger does not close or that the companies may be required to modify aspects of the transaction to achieve regulatory approval; or that prior to the closing of the proposed merger, the businesses of the companies suffer due to uncertainty; that the parties are unable to successfully execute their integration strategies or achieve planned synergies; other risks that are described from time to time in CyberSource’s and Authorize.Net’s Securities and Exchange Commission reports (including, but not limited to, CyberSource’s annual report on Form 10-K

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for the year ended December 31, 2006, and Authorize.Net’s Form 10-K for the year ended December 31, 2006, and subsequently filed reports). If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, CyberSource’s or Authorize.Net’s results could differ materially from CyberSource’s or Authorize.Net’s expectations in these statements. Neither CyberSource nor Authorize.Net assumes any obligation and they do not intend to update these forward-looking statements.

And now I’ll turn the call back to Bill McKiernan.

Bill:
Thanks Steve. I’m excited to announce that CyberSource has signed a definitive agreement to acquire Authorize.Net Holdings, Inc. I believe this transaction, once completed, will not only be one of the most important developments in the histories of both companies, but a key event in the evolution of global eCommerce.

CyberSource and Authorize.Net are very complementary businesses. Each has been a leader in its area of specialty — with CyberSource leading among mid-sized and enterprise eCommerce merchants, and Authorize.Net leading among small businesses. Each organization has a strong brand, platform, partner network and team. We intend to carefully preserve those assets and build on our respective success. This is an investment in growth and scale. The combination gives us full coverage of the industry, top to bottom, with domestic and global strength. It dramatically accelerates the initiatives CyberSource is already pursuing to penetrate the small business segment. Together, we will have more resources to innovate and deliver best of breed payment solutions to an industry that demands constant innovation. In the coming years, as more types of global payments move to web-based IP platforms, we believe CyberSource will be in the lead. Had the companies been combined in 2006, they would have processed more than 1.1 Billion transactions worth over $65 Billion dollars. We believe that this will be a company with scale and a substantial presence in the ecommerce industry.

We think this transaction is compelling for all our constituents.

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For our respective customers, this transaction allows us to redouble our commitment to offer market-leading payment management solutions to enable them to be more competitive.

For our partners, we intend to build on the relationships each company has established to help our respective partners and resellers achieve their goals.

For our shareholders, and our employees, this is a story of growth and scale. We believe our broader coverage and combined resources will enable us to grow faster and more efficiently than either company could independently.

Based on the June 15, 2007 closing price of CYBS stock, the transaction would be valued at approximately $565 million, consisting of a combination of stock and cash. The shareholders of Authorize.Net will receive 1.1611 shares of CyberSource common stock for each share of Authorize.Net. Authorize.Net shareholders will also receive a pro-rata share of $125 million in cash that will come from the combined cash balances of both companies. After the transaction closes, we expect CyberSource shareholders will own approximately 53% of the combined company and Authorize.Net shareholders will own approximately 47% of the combined company. Since Authorize.Net Corp. is the only remaining business of Authorize.Net Holdings, Inc., we plan to close the Marlborough, Massachusetts-based office at the close of this transaction. We believe that the closing of the Massachusetts facility will result in $4 — $6 million in savings and is the only cost synergy we are contemplating at this time. We believe the two businesses are highly complementary with very little redundancy. We are both in very high growth segments of the industry and need all the quality people we can get to continue to grow these businesses. We have great respect for the Authorize.Net team and the business they have built. We look forward to leveraging their success as a single entity in the web-based payment industry. To that end, we are delighted that Roy Banks will remain as president of Authorize.Net. We expect the transaction to close in late September or October once shareholder and regulatory approvals have been received. Obviously until that time both companies will operate as independent entities.

Let me ask Bob Donohue to share his perspective on this transaction.

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Bob:
Thanks Bill. I just want to personally reinforce the message of my excitement about this deal for all the reasons Bill has detailed and especially the opportunity it presents to the shareholders of both companies. We believe the combined entity has the scale and breadth to rapidly innovate the finest products and solutions and, most importantly, to continue to enjoy attractive growth in the years ahead. The fit of these two companies from virtually every perspective is outstanding. We believe there are strong synergies, both operational and financial, between these two companies that will provide our customers and partners with the best solutions in the years ahead and first and foremost result in attractive returns for the shareholders.

Bill:
Thanks Bob. I’ll also invite Roy Banks to share his thoughts on the transaction before we allow for some Q&A.

Roy:
Thanks Bill. It’s important to note that our primary objective with this acquisition is to provide our customers and partners with the best payment solutions over the long term. This is about combining the businesses to produce the scale, expertise, and critical mass to accomplish that. Both these companies have great brands, platforms and teams. We also have great relationships with our customers and partners.

We consider these relationships to be a critical component of each company’s success, both now and in the future. This transaction will not change the commitment we have to our customers or partners. Indeed, as a combined company we believe we will have the scale and critical mass to deliver innovation more quickly and with greater impact.

Bill:
Thanks to both of you. Now to make the most of our remaining time, I think we should entertain questions. Operator, would you now open up the call for questions?

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Additional Information and Where to Find It
CyberSource and Authorize.Net will file a joint proxy statement/prospectus with the SEC in connection with the proposed merger. Investors and security holders are urged to read the joint proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information. Investors and security holders will be able to obtain these documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by CyberSource are available free of charge by contacting Investor Relations, CyberSource Corporation, 1295 Charleston Road, Mountain View, California 94043-1307, (650) 965-6000, and documents filed with the SEC by Authorize.Net are available free of charge by contacting Investor Relations, Authorize.Net Holdings, Inc., 293 Boston Post Road, West #220, Marlborough, MA 01752, (866) 916-7380.

Participants in Solicitation
CyberSource and Authorize.Net, and their respective directors, executive officers and other possible employees and advisors, may be deemed to be participants in the solicitation of proxies from the stockholders of CyberSource and Authorize.Net in connection with the merger and related items. Information regarding the directors and executive officers of CyberSource and their ownership of CyberSource shares is set forth in the proxy statement for CyberSource’s 2007 annual meeting of stockholders, which was filed with the SEC on April 9, 2007. Information regarding the directors and executive officers of Authorize.Net and their ownership of Authorize.Net stock is set forth in the proxy statement for Authorize.Net’s 2007 annual meeting of stockholders, which was filed with the SEC on April 30, 2007. Investors may obtain additional information regarding the interests of those participants by reading the proxy statement/prospectus when it becomes available.

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EX-99.3

Exhibit 99.3     
 
 

Presence CyberSource The Vision Takes Shape RISES CyberSource Company All-Hands Meeting June 18, 2007

Safe Harbor Growth & Scale 3 "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995 Statements in this presentation that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the company's expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future. For example, statements of expected synergies, timing of closing, customer solutions, e-commerce growth, and industry leadership are all forward-looking statements. Risks, uncertainties and assumptions include the possibility that development of these products and services may not proceed as planned; that the merger does not close or that the companies may be required to modify aspects of the transaction to achieve regulatory approval; or that prior to the closing of the proposed merger, the businesses of the companies suffer due to uncertainty; that the parties are unable to successfully execute their integration strategies or achieve planned synergies; other risks that are described from time to time in CyberSource's and Authorize.Net Holdings, Inc.'s Securities and Exchange Commission reports (including, but not limited to, CyberSource's annual report on Form 10-K for the year ended December 31, 2006, and Authorize.Net's Form 10-K for the year ended December 31, 2006, and subsequently filed reports). If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, CyberSource's or Authorize.Net's results could differ materially from CyberSource's or Authorize.Net's expectations in these statements. Neither CyberSource nor Authorize.Net assume any obligation and they do not intend to update these forward-looking statements.

Presence CyberSource RISES The Vision Takes Shape

The Deal Growth & Scale 7 CyberSource Acquisition Value: approx $565M Ownership: 53/47 McKiernan: Chairman & CEO Cruickshank: President & COO CyberSource Banks: President Authorize.Net Close Sep/Oct

Strategic Fit 9 A Perfect, Friction-Free Payment Transaction. Worldwide. Own Payment Management

Company Fit 11 Two Leaders. Common Direction. Complementary Businesses. Two Strong: Brands Platforms Teams Authorize.Net IP Payment Gateway CyberSource ePayment Management MEB SMB

eCommerce Payment Management Depth Mid-Sized to Enterprise Sales Expertise 13

SMB IP Payment Depth Web MOTO POS Mobile Extensive Channel Network & Systems 2,500 Resellers : 175,000 Merchants 15

Result 17 Top-Bottom Coverage Extensive Distribution Network ~200,000 Merchants 1.1B Txns / $65B Processed 2006 Critical Mass

Operations MEB SMB

Opportunity 21 eCommerce Growth Small to Enterprise Domestic & Global Web-based Payments

Additional Information Growth & Scale 23 Additional Information and Where to Find It CyberSource and Authorize.Net will file a joint proxy statement/prospectus with the SEC in connection with the proposed merger. Investors and security holders are urged to read the joint proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information. Investors and security holders will be able to obtain these documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by CyberSource are available free of charge by contacting Investor Relations, CyberSource Corporation, 1295 Charleston Road, Mountain View, California 94043-1307, (650) 965-6000, and documents filed with the SEC by Authorize.Net are available free of charge by contacting Investor Relations, Authorize.Net Holdings, Inc., 293 Boston Post Road, West #220, Marlborough, MA 01752, (866) 916-7380. Participants in Solicitation CyberSource and Authorize.Net, and their respective directors, executive officers and other possible employees and advisors, may be deemed to be participants in the solicitation of proxies from the stockholders of CyberSource and Authorize.Net in connection with the merger and related items. Information regarding the directors and executive officers of CyberSource and their ownership of CyberSource shares is set forth in the proxy statement for CyberSource's 2007 annual meeting of stockholders, which was filed with the SEC on April 9, 2007. Information regarding the directors and executive officers of Authorize.Net and their ownership of Authorize.Net stock is set forth in the proxy statement for Authorize.Net's 2007 annual meeting of stockholders, which was filed with the SEC on April 30, 2007. Investors may obtain additional information regarding the interests of those participants by reading the proxy statement/prospectus when it becomes available.