0001104659-07-000974.txt : 20070105 0001104659-07-000974.hdr.sgml : 20070105 20070105161638 ACCESSION NUMBER: 0001104659-07-000974 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070105 DATE AS OF CHANGE: 20070105 EFFECTIVENESS DATE: 20070105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARREKER CORP CENTRAL INDEX KEY: 0001057709 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 751622836 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24201 FILM NUMBER: 07514154 BUSINESS ADDRESS: STREET 1: 4055 VALLEY VIEW LANE STREET 2: STE 1000 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 9724581981 MAIL ADDRESS: STREET 1: 4055 VALLEY VIEW LANE STREET 2: STE 1000 CITY: DALLAS STATE: TX ZIP: 75244 FORMER COMPANY: FORMER CONFORMED NAME: CARREKER ANTINORI INC DATE OF NAME CHANGE: 19980313 DEFA14A 1 a07-1344_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES
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): January 4, 2007

CARREKER CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	0-24201	75-1622836
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or Organization)		Identification No.)
4055 VALLEY VIEW LANE DALLAS, TEXAS		75244
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 458-1981

(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On January 4, 2007, Bryant R. Riley resigned from his position as a director on the board of directors of Carreker Corporation (the “Company”). Mr. Riley resigned in order to devote more time to his other business activities. In his letter of resignation, Mr. Riley stated that he has no disagreements with the Company, and supports the proposed merger of the Company with CheckFree Corporation (“CheckFree”) and CFA Software Corporation, an indirect wholly owned subsidiary of CheckFree.

Item 8.01 Other Events.

A copy of Mr. Riley’s letter of resignation is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Exhibit Title
99.1		Letter of Resignation of Bryant R. Riley

SIGNATURES

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.

Date: January 5, 2007

	CARREKER CORPORATION


	By:		/s/ JOHN S. DAVIS
			John S. Davis
			Executive Vice President,
			General Counsel and Secretary

Exhibit Index

Exhibit Number		Exhibit Title
99.1		Letter of Resignation of Bryant R. Riley

EX-99.1 2 a07-1344_1ex99d1.htm EX-99

EXHIBIT 99.1

RILEY INVESTMENT MANAGEMENT LLC
11100 Santa Monica Boulevard, Suite 810
Los Angeles, CA 90025

January 4, 2007

John D. Carreker, Jr.
Chairman and CEO
Carreker Corporation
4055 Valley View Lane, Suite 1000
Dallas, TX 75244

Dear Denny:

I wish to express my appreciation to the special committee of our board of directors for the fine job they have done in negotiating the merger agreement which provides for the acquisition of Carreker Corporation by CheckFree Corporation. I strongly support this acquisition and will be very pleased to see it completed.

When I joined the board in June of 2006 my stated goal was to seek value for the Carreker shareholders. While an acquisition, or this acquisition in particular, was not the only way that this goal could be accomplished, I was in favor of such a course of action. The signing of the CheckFree merger agreement, in very large part, satisfies the goals which led to my seeking a board seat. As a result, I have determined to resign my position as a Carreker board member, effective immediately, so that I can devote more attention to my positions as a board member for other public companies and to managing my investment activities. My resignation should not in any way be seen as a criticism of the merger or because of any disagreements with the Company, and I intend to vote all securities for which I have voting control in favor of the merger.

I wish you and Carreker Corporation success in completing the merger. As you know, I will be disclosing this resignation in an amendment to my Schedule 13D which I intend to file promptly.

Very truly yours,

/s/ Bryant R. Riley