8-K

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): April 24, 2007

 ELECTRONIC CLEARING HOUSE, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-15245	93-0946274
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS Employer Identification No.)

730 Paseo Camarillo, Camarillo, California	93010
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (800) 233-0406

(Former name or former address, if changes 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):

o 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 1.01 Entry into a Material Definitive Agreement

Amendment Number Three to Amended and Restated Rights Agreement

On April 24, 2007, Electronic Clearing House, Inc., a Nevada corporation (the “Company”), and OTR, Inc., an Oregon corporation (the “Rights Agent”) entered into Amendment Number Three to Amended and Restated Rights Agreement (the “Third Amendment”). The Third Amendment amends the Amended and Restated Rights Agreement (the “Amended Agreement”) dated January 29, 2003 by and between the Company and the Rights Agent, as amended by Amendment Number One to Amended and Restated Rights Agreement (“First Amendment”) dated September 27, 2004, and Amendment Number Two to Amended and Restated Rights Agreement (“Second Amendment”) dated December 14, 2006.

Pursuant to the Amended Agreement, as amended, the Board of Directors of the Company authorized, declared and distributed, on each of September 30, 1996 and January 29, 2003, respectively, a dividend of one preferred share purchase right (the “Rights”) for each share of common stock of the Company outstanding at each of those dates. The Rights declared on September 30, 1996 expired on September 30, 2006.

In connection with the transactions contemplated by the Agreement and Plan of Merger dated December 14, 2006 (the “Merger Agreement”), by and among the Company, Intuit Inc. and Elan Acquisition Corporation, the Company entered into the Second Amendment to (i) revise the definition of “Acquiring Person” to exempt Intuit Inc. therefrom, and (ii) amend specified provisions of the Amended Agreement so that they would not be affected by the transactions contemplated by the Merger Agreement.

As a result of the termination of the Merger Agreement, the Company entered into the Third Amendment to reverse the amendments made in the Second Amendment in anticipation of the transaction with Intuit Inc.

A copy of the Amended Agreement may be found as an exhibit to the Company’s amended Form 8-A, filed with the Securities and Exchange Commission on February 10, 2003. A copy of the First Amendment may be found as an exhibit to the Company’s Form 8-K, filed with the Securities and Exchange Commission on September 30, 2004. A copy of the Second Amendment may be found as an exhibit to the Company’s Form 8-K, filed with the Securities and Exchange Commission on December 14, 2006. A copy of the Third Amendment is attached hereto as Exhibit 4.3, and is incorporated herein by reference.

Item 3.03 Material Modification of Rights of Securityholders.

See the disclosure in Item 1.01 above, which is incorporated herein by reference. Under the Amended Agreement, as amended, the Company previously issued preferred share purchase rights as a dividend on the shares of common stock of the Company. The Third Amendment modifies the outstanding Rights as described in Item 1.01.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits	The following documents are filed as exhibits to this report.
	4.1	Amended and Restated Rights Agreement dated as of January 29, 2003, by and between the Company and OTR, Inc., as Rights Agent, including the Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, the Form of Rights Certificate, and the Summary of Rights to Purchase Preferred Shares, attached thereto as Exhibits A, B and C, respectively. (1)
	4.2	Amendment Number One to Amended and Restated Rights Agreement dated as of September 27, 2004, by and between the Company and OTR, Inc. (2)
	4.3	Amendment Number Two to Amended and Restated Rights Agreement dated as of December 14, 2006, by and between the Company and OTR, Inc. (3)
	4.3	Amendment Number Three to Amended and Restated Rights Agreement dated as of April 24, 2007, by and between the Company and OTR, Inc.

(1) Filed as an exhibit to the Company’s amended Form 8-A filed with the Securities and Exchange Commission on February 10, 2003 and incorporated herein by reference.

(2) Filed as an exhibit to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 30, 2004 and incorporated herein by reference.

(3) Filed as an exhibit to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 14, 2006 and incorporated herein by reference.

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.

ELECTRONIC CLEARING HOUSE, INC.
(Registrant)
By:	\s\ Alice Cheung
	Alice L. Cheung, Treasurer and Chief Financial Officer

Dated: April 26, 2007

EXHIBIT INDEX

Exhibit Number	Description of Document
4.1	Amended and Restated Rights Agreement dated as of January 29, 2003, by and between the Company and OTR, Inc., as Rights Agent, including the Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, the Form of Rights Certificate, and the Summary of Rights to Purchase Preferred Shares, attached thereto as Exhibits A, B and C, respectively. (1)
4.2	Amendment Number One to Amended and Restated Rights Agreement dated as of September 27, 2004, by and between the Company and OTR, Inc. (2)
4.3	Amendment Number Two to Amended and Restated Rights Agreement dated as of December 14, 2006, by and between the Company and OTR, Inc. (3)
4.3	Amendment Number Three to Amended and Restated Rights Agreement dated as of April 24, 2007, by and between the Company and OTR, Inc.

(1) Filed as an exhibit to the Company’s amended Form 8-A filed with the Securities and Exchange Commission on February 10, 2003 and incorporated herein by reference.

(2) Filed as an exhibit to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 30, 2004 and incorporated herein by reference.

(3) Filed as an exhibit to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 14, 2006 and incorporated herein by reference.

EX-4.3

ELECTRONIC CLEARING HOUSE, INC.

AND

OTR, INC.

AMENDMENT NUMBER THREE TO

AMENDED AND RESTATED RIGHTS AGREEMENT

APRIL 24, 2007

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AMENDMENT NUMBER THREE TO

AMENDED AND RESTATED RIGHTS AGREEMENT

This Amendment Number Three to Amended and Restated Rights Agreement (this “ThirdAmendment”) is made and entered into as of the 24th day of April, 2007, by and between Electronic Clearing House, Inc., a Nevada corporation (“Company”), and OTR, Inc., an Oregon corporation (“Rights Agent”).

RECITALS

A. Pursuant to that certain Rights Agreement dated September 30, 1996, by and between the Company and the Rights Agent (the “Original Agreement”), the Board of Directors of the Company authorized, declared and distributed a dividend of one preferred share purchase right (“Right”) for each share of Common Stock of the Company outstanding on September 30, 1996 (“Record Date”), each Right representing the right to purchase four one-hundredths of a Preferred Stock share, and further authorized and directed the issuance of one Right with respect to each Common Stock share that has or will become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date.

B.  On January 29, 2003, the Company and the Rights Agent entered into an Amended and Restated Rights Agreement (the “Amended Agreement”) that completely amended and restated the Original Agreement to, among other matters, clarify the effects on each Right of (i) dividends payable in common stock and (ii) subdivisions, combinations or consolidations of Common Stock as the same have been declared and implemented by the Company prior to January 29, 2003. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Agreement.

C.  Concurrent with the execution of the Amended Agreement, the Board of Directors of the Company authorized and declared, and distributed as of January 29, 2003, a second dividend of one preferred share purchase right (the “Second Right”) for each share of Common Stock of the Company outstanding on January 29, 2003, each Second Right representing the right to purchase four one-hundredths of a Preferred Stock share, upon the terms and subject to the conditions set forth in the Amended Agreement, and further authorized and directed the issuance of one Second Right with respect to each Common Stock share that has or will become outstanding between January 29, 2003 and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date.

D.  On September 27, 2004, the Company and the Rights Agent entered into an Amendment Number One to Amended and Restated Rights Agreement (the “Amendment”) to, among other matters, amend the purchase price of each individual Right and Second Right such that each Right and Second Right would have a similar economic effect as was intended for such Right and Second Right under the Amended Agreement.

E.  On December 14, 2006, the Company and the Rights Agent entered into an Amendment Number Two to Amended and Restated Rights Agreement (the “Second Amendment”) to, among other matters, revise the definition of “Acquiring Person” to exempt Intuit Inc., a Delaware corporation (“Intuit”) therefrom.

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F.  The Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to amend the Amended Agreement (as amended), including all applicable sections, to revise the definition of “Acquiring Person” to remove the exemption of Intuit therefrom.

G.  Pursuant to Section 27 of the Amended Agreement, the Board of Directors has the power and authority to direct the amendment of the Amended Agreement (as amended) by the Company and the Rights Agent, such amendment to be evidenced by a writing signed by both parties.

Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1.  Amendment to Section 1(a). Section 1(a) of the Amended Agreement is hereby amended and restated to read in its entirety as follows:

“(a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of twenty-percent (20%) or more of the Common Stock of the Company then outstanding, but shall not include the (i) Company, (ii) any Subsidiary (as such term is hereinafter defined) of the Company, and (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or of any entity holding Common Stock for or pursuant to the terms of any such plan, provided, however, that if a Person is the Beneficial Owner at the close of business on the date of this Agreement of twenty-percent (20%) or more of the Common Stock of the Company, such Person shall not be deemed an Acquiring Person unless and until such Person acquires any additional Common Stock in any manner other than pursuant to a stock dividend, stock split, recapitalization, or similar transaction that does not affect the percentage of outstanding Common Stock. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to twenty-percent (20%) or more of the Common Stock of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of twenty-percent (20%) or more of the Common Stock of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Stock of the Company, then such Person shall be deemed to be an "Acquiring Person." Notwithstanding the foregoing, if a majority of the Board of Directors then in office determines in good faith that a Person who should be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph (a), then such a Person shall not be deemed to be an "Acquiring Person" for any purposes to this Agreement.”

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2.  Amendment to Section 3(a). Section 3(a) of the Amended Agreement is hereby amended and restated to read in its entirety as follows:

“(a) Until the earlier of the close of business on (i) the tenth day after the Stock Acquisition Date, or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Stock aggregating twenty-percent (20%) or more of the then outstanding Common Stock, irrespective of whether any shares of Common Stock are actually purchased pursuant to such offer (including any such date which is after the Record Date (with respect to Rights) and the Effective Date (with respect to Second Rights) and prior to the issuance of the Rights or the Second Rights, as the case may be, the earliest of such dates being herein referred to as the "Distribution Date"), (x) the Rights/Second Rights will be evidenced, subject to the provisions of Section 3(b) hereof, by the certificates for Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Rights Certificates) and not be separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate, in substantially the form of Exhibit B attached hereto ("Rights Certificate"), evidencing one Right or Second Right, as the case may be, for each Common Stock share so held. As of the Distribution Date, the Rights and Second Rights will be evidenced solely by such Rights Certificates.”

3.  Amendment to Section 24(a). Section 24(a) of the Amended Agreement is hereby amended and restated to read in its entirety as follows:

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“(a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights and Second Rights, which shall not include Rights or Second Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof, for Common Stock at an exchange ratio of one Common Stock share per Right or per Second Right, as the case may be, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof, such exchange ratio being hereinafter referred to as the "Exchange Ratio." Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any such Subsidiary, or of any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock then outstanding.”

4.  Ratification of Amended Agreement. Except as expressly amended or modified herein, all terms and conditions of the Amended Agreement and the Amendment are hereby ratified, confirmed and approved and shall remain in full force and effect. In the event of any conflict or inconsistency between this Third Amendment, on the one hand, and the Amended Agreement, the Amendment and the Second Amendment, on the other hand, this Third Amendment shall govern.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the date first set forth above.

ELECTRONIC CLEARING HOUSE, INC.		OTR, INC.
By:	/s/ Joel M. Barry	By:	/s/ Robert E. Roach
	JOEL M. BARRY	Name:	Robert E. Roach
	Chairman of the Board and	Title:	Vice President
	Chief Executive Officer

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