-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G9dXFnVQVm5fdxqGayzRJhZmFsM4vgnLq650Ft60suxKEdJy/zC/fWZrlUwdf+Kw 4bMWS69DbxAfuAKGt7PkoA== 0001104659-09-012764.txt : 20090227 0001104659-09-012764.hdr.sgml : 20090227 20090227100034 ACCESSION NUMBER: 0001104659-09-012764 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090227 DATE AS OF CHANGE: 20090227 EFFECTIVENESS DATE: 20090227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001045150 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 943145844 STATE OF INCORPORATION: DE FISCAL YEAR END: 0118 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33475 FILM NUMBER: 09640035 BUSINESS ADDRESS: STREET 1: 10780 PARKRIDGE BLVD STREET 2: 4TH FLOOR CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 5713821090 MAIL ADDRESS: STREET 1: 10780 PARKRIDGE BLVD STREET 2: 4TH FLOOR CITY: RESTON STATE: VA ZIP: 20191 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVERY EQUITY PARTNERS, LP CENTRAL INDEX KEY: 0001258542 IRS NUMBER: 300075082 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-265-9600 MAIL ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY EQUITY PARTNERS LP DATE OF NAME CHANGE: 20030806 DFAN14A 1 a09-6512_1dfan14a.htm DFAN14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

(RULE 14a-101)
SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  o

 

Filed by a Party other than the Registrant  x

 

Check the appropriate box:

o

Preliminary Proxy Statement.

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

o

Definitive Proxy Statement.

x

Definitive Additional Materials.

o

Soliciting Material Pursuant to §240.14a-12.

 

TIER TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

 

DISCOVERY EQUITY PARTNERS, L.P., DISCOVERY GROUP I, LLC,
DANIEL J. DONOGHUE AND MICHAEL R. MURPHY

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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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 Tier’s 2009 Annual Meeting of Stockholders, and vote for the Discovery Group’s proposals that the Tier Board terminate Tier’s “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

 


EX-1 2 a09-6512_1ex1.htm EX-1

Exhibit 1

 

For Immediate Release

February 27, 2009

 

PROXY Governance Supports Election of Discovery Group Nominees

To the Board of Tier Technologies Inc.

 

Chicago, IL – Feb 27, 2009 – Discovery Group is pleased to announce that PROXY Governance, Inc., a leading independent proxy advisory firm, issued a report recommending that shareholders of Tier Technologies Inc. (NASDAQ: TIER) vote for Discovery director nominees, Daniel Donoghue and Michael Murphy.  PROXY Governance also recommends that shareholders vote for Discovery’s proposals that the Tier Board (a) terminate the company’s Poison Pill and (b) reinstate shareholders’ ability to call special meetings.  Discovery Group is one of the largest shareholders of Tier Technologies, Inc. holding 9.9% of the common shares outstanding.

 

In its report, Proxy Governance stated, “Adding directors with deep experience in the public markets - particularly within the industry itself, and among micro and small cap companies generally - may be one of the strongest ways shareholders can help the incumbent board maximize the value of their investment.”

 

Discovery expects its two nominees to bring the much needed perspective of a large shareholder to the Tier Board of Directors.  The nominees plan to work to help Tier expeditiously reduce unnecessary overhead, determine the appropriate amount of excess cash to return to shareholders, eliminate unnecessary corporate takeover defenses, and proactively evaluate all available strategic alternatives.  “We believe that independent shareholder representation is the first step in the right direction toward recovering lost shareholder value,” said Michael Murphy, a managing partner at Discovery Group.

 

Discovery reminded Tier investors to vote as soon as possible, since the shareholder meeting takes place March 11, 2009.  Shareholders should use the WHITE proxy card sent to shareholders last week or Discovery’s instruction form sent to shareholders by their brokers.   On the forms, shareholders should vote “FOR” Daniel Donoghue and Michael Murphy as well as “FOR” the two shareholder proposals.  Any card sent by management can simply be discarded.

 

For assistance in voting, shareholders can call Discovery’s proxy solicitor, The Altman Group, at 1-866-856-4969

 

Additional details on the nominees, shareholder proposals, and Discovery’s reasons for pursuing Board representation can be found at www.thediscoverygroup.com/tier.htm.

 

About The Discovery Group

 

Discovery Group is a merchant banking firm that manages private partnerships in highly specialized investment strategies. The business was founded in 2002 and is based in Chicago. Investors in these funds include large university endowments,

 



 

nationally-recognized charitable foundations and a variety of trusts, family offices and wealth advisors. Discovery’s corporate finance expertise extends to public and private companies in a broad range of industries.

 

Contact:

Meghan O’Callaghan

 

312.265-9596

 

mocallaghan@thediscoverygroup.com

 


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