-----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, UJAcU+bq1BhDIDjJtiaqWyCCUx0i9pm1rW8t+DZNZHgVd+CZcebpwnzVHferqX2V pp75wOvt96fkGkNLbSIlwg== 0001140361-07-010752.txt : 20070523 0001140361-07-010752.hdr.sgml : 20070523 20070523171638 ACCESSION NUMBER: 0001140361-07-010752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070518 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070523 DATE AS OF CHANGE: 20070523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC CLEARING HOUSE INC CENTRAL INDEX KEY: 0000721773 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 930946274 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15245 FILM NUMBER: 07874600 BUSINESS ADDRESS: STREET 1: 730 PASEO CAMARILLO CITY: CAMARILLO STATE: CA ZIP: 93010 BUSINESS PHONE: 8187068999 MAIL ADDRESS: STREET 1: 730 PASEO CAMARILLO CITY: CAMARILLO STATE: CA ZIP: 93010 FORMER COMPANY: FORMER CONFORMED NAME: BIO RECOVERY TECHNOLOGY INC DATE OF NAME CHANGE: 19860122 8-K 1 form8-k.htm ELECTRONIC CLEARING HOUSE 8-K 5-18-2007 form8-k.htm


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)
 
May 18, 2007
 
____________________________
 
Electronic Clearing House, Inc.
(Exact name of registrant as specified in charter)
 
Nevada
(State or other Jurisdiction of Incorporation or Organization)
 

000-15245
(Commission File Number)
 
93-0946274
(IRS Employer Identification No.)
 
730 Paseo Camarillo,
Camarillo, California
93010
(Address of Principal Executive Offices and zip code)
 

(805) 419-8700
(Registrant's telephone
number, including area code)
 
N/A
 (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 registrant under any of the following provisions:
¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
¨  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))
 




Section 5
Corporate Governance and Management

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

Retirement of Chairman and CEO; Appointment of New CEO and Non-Executive Chairman

On May 22, 2007, Electronic Clearing House, Inc., a Nevada corporation (the “Registrant”), announced the upcoming retirement of its Chairman and Chief Executive Officer, Joel M. (“Jody”) Barry, effective July 2, 2007, the anticipated date of the Registrant’s Annual Meeting of Shareholders.  The Registrant expects to finalize a retirement separation arrangement with Mr. Barry prior to its anticipated Annual Meeting of Shareholders.

The Registrant further announced that upon Mr. Barry’s retirement on July 2, 2007, President and Chief Operating Officer, Charles J. (“Chuck”) Harris, will assume the position of Chief Executive Officer, and independent Board of Directors’ member, Richard D. Field, will assume the role of non-executive Chairman of the Board of Directors.    The Registrant expects that Mr. Field will remain on the committees of the Board of Directors on which he currently serves.

Chuck Harris, age 44, joined the Registrant in September 2005 as President, Chief Operating Officer and Director. Prior to joining the Company, Mr. Harris served in executive, operational and sales leadership positions at prominent organizations including Paymentech and Electronic Data Systems. Most recently, from 2002 to 2005, he was President and Chief Executive Officer of Merchant Link, a wholly-owned subsidiary of Paymentech and a supplier of electronic payment technologies and outsourced services to the point-of-sale market.

Richard Field, age 66, became a Director of the Registrant in July 2004. Mr. Field has worked in the financial services industry for over 40 years as an executive of the Bank of New York, Chase, and Citigroup, and a director of MasterCard International and Chairman of its U.S. Board of Directors. Since his retirement from full time employment in 1997, Mr. Field has continued his career in the specialty financial services sector as a co-founder and director of LendingTree, Inc. and as a board member of Providian Financial Corporation and HPSC, Inc.

No arrangement or understanding exists between Messrs. Harris or Field and any other persons pursuant to which Mr. Harris was appointed to assume the role of Chief Executive Officer of the Registrant, or pursuant to which Mr. Field was appointed to assume the role of non-executive Chairman.  Neither of Messrs. Harris or Field has any family relationship, as that term is defined in Item 401(d) of Regulation S-K, with any director or officer of the Registrant.

Since the beginning of the Registrant’s last fiscal year, Mr. Harris has had no direct or indirect material interest in any transaction exceeding $120,000 to which the Registrant was a party, except for compensation solely resulting from Mr. Harris’ employment relationship with the Registrant which is disclosed in the Registrant’s Annual Report on Form 10-K.



On May 22, 2007, the Registrant issued a press release announcing the retirement of Mr. Barry and the appointment of Messrs. Harris and Field, which release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Re-election of Directors

On May 18, 2007, the Board of Directors of the Registrant confirmed that Messrs. Eugene H. Lockhart and Carl R. Terzian would not stand for re-election at the Registrant’s Annual Meeting of Shareholders.  The determination by each of Messrs. Lockhart and Terzian was for personal reasons and not as a result of any disagreement with the Registrant.  Each of Messrs. Lockhart and Terzian will continue to serve in their current director capacities through the date of the Annual Meeting of Shareholders.

The Registrant expects to nominate at least one new director to its Board of Directors to replace the position held by either Mr. Lockhart or Mr. Terzian.


Section 9
Financial Statements and Exhibits

Item 9.01
Financial Statements and Exhibits.


(d)
Exhibits

 
99.1
Press Release issued by the Registrant on May 22, 2007.



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 &
   
Chief Financial Officer

Dated: May 23, 2007



EXHIBIT INDEX

Exhibit Number
Description

Press Release issued by the Registrant on May 22, 2007.
 
 

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

Exhibit 99.1


Electronic Clearing House (ECHO) Announces CEO Retirement and New Leadership Appointments
 
CAMARILLO, Calif.--(BUSINESS WIRE)--Electronic Clearing House, Inc. (NASDAQ:ECHO), a leading provider of electronic payment and transaction processing services, today announced the upcoming retirement of Chairman and Chief Executive Officer Joel M. (“Jody”) Barry, effective July 2, 2007, the anticipated date of the Company’s Annual Meeting of Shareholders. Upon Barry’s retirement, President and Chief Operating Officer Charles J. (“Chuck”) Harris will assume the position of Chief Executive Officer, and independent Board member Richard D. Field will assume the role of non-executive Chairman of the Board of Directors.
 
“It has been an honor to serve ECHO since 1986 in various capacities throughout an exciting two decades of growth and development for the Company,” said Jody Barry, Chairman and Chief Executive Officer of Electronic Clearing House, Inc. “On behalf of the Board, we are pleased that we have Chuck Harris, a proven veteran of the payments and financial services industries, to take the helm, along with a strong and dedicated management team in place. In their capable hands, ECHO is ready and well positioned to execute our plans and regain growth momentum in our core businesses.”
 
Mr. Barry’s retirement ends a 20-year span of ECHO leadership. Jody Barry has been a Director of ECHO since 1987 and Chairman of the Board since December 1987. Mr. Barry served as Executive Vice President and Chief Financial Officer of ECHO from 1987 to 1990 at the time of his appointment as Chief Executive Officer. Since 1990, Mr. Barry has also been a Director and the Chief Executive Officer of ECHO’s MerchantAmerica, Inc. and XPRESSCHEX, Inc. wholly owned subsidiaries, roles which Mr. Harris will also assume. The Company expects to finalize a retirement separation arrangement with Mr. Barry prior to the anticipated Annual Meeting.
 
“On behalf of Richard Field and the Board of Directors, along with the entire ECHO team, we deeply appreciate Jody Barry’s many years of service to our Company,” said Chuck Harris. “Jody has been paramount to the Company’s accomplishments over the past 20 years, and we intend to continue his legacy and vision for ECHO. We wish him the very best in his retirement.”
 
Chuck Harris joined ECHO in September 2005 as President, Chief Operating Officer and Director. Prior to joining the Company, Mr. Harris served in executive, operational and sales leadership positions at prominent organizations including Paymentech and Electronic Data Systems. Most recently, from 2002 to 2005, he was President and Chief Executive Officer of Merchant Link, a wholly-owned subsidiary of Paymentech and a supplier of electronic payment technologies and outsourced services to the point-of-sale market.
 
Richard Field became a Director of ECHO in July 2004. Mr. Field has worked in the financial services industry for over 40 years as an executive of the Bank of New York, Chase, and Citigroup, and a director of MasterCard International and Chairman of its U.S. Board of Directors. Since his retirement from full time employment in 1997, Mr. Field has continued his career in the specialty financial services sector as a co-founder and director of LendingTree, Inc. and as a board member of Providian Financial Corporation and HPSC, Inc.
 
 
 

 
 
ECHO’s Annual Meeting of Shareholders is tentatively scheduled for July 2, 2007 and will be held at the Company’s offices.
 
About Electronic Clearing House, Inc. (ECHO)
 
ECHO (www.echo-inc.com) provides a complete solution to the payment processing needs of merchants, technology companies, banks and collection agencies. ECHO's services include debit and credit card processing, check guarantee, check verification, check conversion, check re-presentment, and check collection.
 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements.Examples of forward-looking statements included in this press release include the statement regarding the new management and chairman appointments and plans for growth and development. Potential risks and uncertainties that may cause actual results to differ materially include, but are not limited to, such factors as fluctuations in demand for the Company’s products and services, the introduction of new products and services, the Company’s ability to maintain customer and strategic business relationships, technological advancements, impact of competitive products and services and pricing, growth in targeted markets, the adequacy of the Company’s liquidity and financial strength to support its growth, and other information detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission.
 
Contacts
 
Electronic Clearing House
Donna Rehman, Corporate Secretary
800-262-3246, ext. 8533
corp@echo-inc.com
www.echo-inc.com
 
or
 
The Abernathy MacGregor Group
Moira Conlon
213-630-6550
MHC@abmac.com
 
 

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