<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TIER TECHNOLOGIES, INC.
-----------------------
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 94-3145844
- ---------------------------------------- ----------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification Number)
1350 TREAT BOULEVARD, SUITE 250
WALNUT CREEK, CALIFORNIA 94596
- ---------------------------------------- ----------------------
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: NONE.
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS B COMMON STOCK, NO PAR VALUE PER SHARE
--------------------------------------------
(Title of Class)
Page 1 of 6
Exhibit Index is on Page 4.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock of Registrant set forth under the
caption "Description of Capital Stock" in Registrant's Registration Statement on
Form S-1 as such registration statement may be
subsequently amended (the "Registration Statement"), which Registration
----------------------
Statement was originally filed on October 10, 1997, and in the Prospectus
included in the Registration Statement, is hereby incorporated by reference in
response to this item.
ITEM 2. EXHIBITS.
The following exhibits are filed herewith or incorporated herein by
reference:
Exhibit
Number Exhibit Title or Description
------ ----------------------------
3.1 Registrant's Amended and Restated Articles of Incorporation
(incorporated herein by reference to Exhibit 3.1 to the
Registration Statement).
3.2 Registrant's Amended and Restated Bylaws (incorporated
herein by reference to Exhibit 3.2 to the Registration
Statement).
4.1 Form of Class B Common Stock Certificate.
99.1 The description of Registrant's capital stock set forth
under the caption "Description of Capital Stock" on page
45 of the Prospectus included in the Registration
Statement.
2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: October 10, 1997 TIER TECHNOLOGIES, INC.
By: /s/ George K. Ross
-----------------------
Senior Vice President and
Chief Financial Officer
3
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title or Description
- --------------------------- ------------------------------------
<S> <C>
3.1 Registrant's Amended and Restated
Articles of Incorporation
(incorporated herein by reference
to Exhibit 3.1 to the Registration
Statement).
3.2 Registrant's Amended and Restated
Bylaws (incorporated herein by
reference to Exhibit 3.2 to the
Registration Statement).
4.1 Form of Class B Common Stock
Certificate.
99.1 The description of Registrant's
capital stock set forth under the
caption "Description of Capital
Stock" on page 45 of the
Prospectus included in the
Registration Statement.
</TABLE>
4
<PAGE>
NUMBER SHARES
TIER TIER TECHNOLOGIES, INC.
INCORPORATED UNDER THE LAWS SEE REVERSE FOR STATEMENTS RELATING
OF THE STATE OF CALIFORNIA TO RIGHTS, PREFERENCES,
PRIVILEGES AND RESTRICTIONS, IF ANY
This Certifies that CUSIP
EXHIBIT 4.1
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF CLASS B COMMON STOCK, NO PAR VALUE, OF
=========================== TIER TECHNOLOGIES, INC. ============================
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized Attorney upon surrender of this certificate properly
endorsed. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
/s/ George K. Ross [CORPORATE SEAL APPEARS HERE] /s/ James L. Bildner
SENIOR VICE PRESIDENT AND CHAIRMAN OF THE BOARD AND
CHIEF FINANCIAL OFFICER CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
A statement of the rights, preferences, privileges and restrictions granted
to or imposed upon the respective classes or series of shares and upon the
holders thereof as established, from time to time, by the Articles of
Incorporation of the Corporation and by any certificate of determination, and
the number of shares constituting each class and series and the designations
thereof, may be obtained by the holder hereof upon written request and without
charge from the Secretary of the Corporation at its corporate headquarters.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - __________Custodian____________________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act______________________________________
in common (State)
UNIF TRF MIN ACT - ___________Custodian (until age_____)
(Cust)
_____________under Uniform Transfers
(Minor)
to Minors Act____________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,___________________________ hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASIGNEE
______________________________________
______________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
_________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_____________________________________________________________ Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.
Dated__________________________
X _______________________________________
X _______________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guranteed
By_____________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKHOLDERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GURANTEE, MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-18.
