-----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, HFXfe32Mrye5KhVX4mvA5YScQBU5n7kiU5SGtIEjmAMBqpvV1p03CQg2zdcwu1lp PXFccy5/B7uG83iz/xW/dA== 0001157523-08-005242.txt : 20080630 0001157523-08-005242.hdr.sgml : 20080630 20080630142435 ACCESSION NUMBER: 0001157523-08-005242 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080630 ITEM INFORMATION: Other Events FILED AS OF DATE: 20080630 DATE AS OF CHANGE: 20080630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYLER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000860731 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 752303920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10485 FILM NUMBER: 08925241 BUSINESS ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 9727133700 MAIL ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75225 FORMER COMPANY: FORMER CONFORMED NAME: TYLER CORP /NEW/ DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: TYLER THREE INC DATE OF NAME CHANGE: 19600201 8-K 1 a5721207.htm TYLER TECHNOLOGIES, INC. 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

______________

June 30, 2008 (June 30, 2008)
Date of Report (Date of earliest event reported)

TYLER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware

1-10485

75-2303920

(State or other

jurisdiction of

incorporation or

organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5949 Sherry Lane, Suite 1400

Dallas, Texas 75225

(Address of principal executive offices)

(972) 713-3700
(Registrant’s telephone number, including area code)

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)

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 8.01     Other Events

On June 30, 2008, Tyler Technologies, Inc. issued the news release announcing settlement of litigation related to stock purchase warrants, attached hereto as Exhibit 99.1, which news release is incorporated by reference herein.

Exhibit number

 

Exhibit description

 
99.1 News Release issued by Tyler Technologies, Inc. dated June 30, 2008.




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.

 

TYLER TECHNOLOGIES, INC.

 

 
 
Date: June 30, 2008   By:

/s/ Brian K. Miller

Brian K. Miller

Executive Vice President and Chief

Financial Officer (principal financial

officer)

EX-99.1 2 a5721207ex991.htm EXHIBIT 99.1

Exhibit 99.1

Tyler Technologies Announces Settlement of Litigation Related to Stock Purchase Warrants

DALLAS--(BUSINESS WIRE)--Tyler Technologies, Inc. (NYSE: TYL) announced today that it has reached an agreement with Bank of America, N.A. (“BANA”) to settle the outstanding litigation related to two Stock Purchase Warrants owned by BANA (the “Warrants”). As disclosed in Tyler’s prior SEC filings, the Warrants entitled BANA to acquire 1,603,766 shares of Tyler common stock at an exercise price of $2.50 per share. The Warrants expired on September 10, 2007. Prior to their expiration, BANA attempted to exercise the Warrants; however, the parties disputed whether or not BANA’s exercise was effective. Tyler filed suit for declaratory judgment seeking a court’s determination on the matter, and BANA asserted numerous counterclaims against Tyler, including breach of contract and misrepresentation.

Following a court-ordered mediation, the parties agreed that BANA will pay Tyler $2,004,707 and Tyler will issue to BANA 801,883 restricted shares of Tyler common stock. As a result of the settlement, Tyler expects to incur a non-cash charge of approximately $9 million, which is not tax deductible, in the quarter ending June 30, 2008.

“We are pleased to resolve the uncertainty related to these warrants and to move forward without devoting additional resources to the litigation,” said John S. Marr, Jr., President and Chief Executive Officer of Tyler. “Only one-half of the original 1.6 million shares pertaining to the warrants will be issued, allowing Tyler to retain approximately $9 million in shareholder value. Unfortunately, while this settlement is not related to our core operating results, accounting rules dictate that the issuance of shares in this circumstance be recorded as a non-cash expense.”

Based in Dallas, Tyler Technologies is a leading provider of end-to-end information management solutions and services for local governments. Tyler partners with clients to make local government more accessible to the public, more responsive to needs of citizens, and more efficient. Tyler’s client base includes more than 7,000 local government offices throughout all 50 states, Canada, Puerto Rico and the United Kingdom. Tyler has been named one of “America’s 200 Best Small Companies” by Forbes Magazine and one of “America’s 100 Most Trustworthy Companies” by Audit Integrity, an independent research firm. More information about Tyler Technologies can be found at www.tylertech.com.

Tyler Technologies, Inc. has included in this press release “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 concerning its business and operations. Tyler Technologies expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any change in its expectations. These expectations and the related statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, changes in competition, changes in general economic conditions, changes in the budgets and regulatory environments of the Company’s customers, risks associated with the development of new products and the enhancement of existing products, the ability to attract and retain qualified personnel, and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission.

CONTACT:
Tyler Technologies, Inc.
Brian K. Miller, 972-713-3720
Executive Vice President - CFO
brian.miller@tylertech.com

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