<PAGE>
================================================================================
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): JULY 24, 1998
TIER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 000-23195 3145844
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1350 TREAT BOULEVARD, SUITE 250
WALNUT CREEK, CALIFORNIA 94596
(Address of principal executive offices) (Zip Code)
(925) 937-3950
(Registrant's telephone number, including area code)
================================================================================
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective as of July 25, 1998, the Audit Committee of the Board of Directors of
Tier Technologies, Inc. (the "Company") approved, subject to ratification by its
shareholders, the engagement of PricewaterhouseCoopers LLP as its independent
accountants for the fiscal year ending September 30, 1998 and approved the
resignation of the firm of Ernst & Young LLP, who resigned as auditors of the
Company effective July 24, 1998. Ernst & Young LLP, under the rules of its
profession, resigned solely due to a prospective independence issue.
The reports of Ernst & Young LLP on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.
In connection with the audits of the Company's financial statements for each of
the two fiscal years ended September 30, 1997, and in the subsequent interim
period, there were no disagreements with Ernst & Young LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Ernst & Young
LLP, would have caused Ernst & Young LLP to make reference to the matter in
their report. The Company has provided Ernst & Young LLP with a copy of this
Form 8-K and has requested Ernst & Young LLP to furnish a letter addressed to
the Commission stating whether it agrees with the above statements. A copy of
that letter, dated July 27, 1998, is filed as Exhibit 16.1 to this Form 8-K.
1
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
16.1 Letters regarding change in certifying accountant.
2
<PAGE>
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.
TIER TECHNOLOGIES, INC.
By: /s/ Bruce R. Deming
---------------------------------------------
Bruce R. Deming
Vice President and General Counsel
Date: July 27, 1998
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
16.1 Letters regarding change in certifying accountant.
4
<PAGE>
EXHIBIT 16.1
ERNST & YOUNG LETTERHEAD
July 27, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 27, 1998 of Tier Technologies, Inc.
and are in agreement with the statements contained in the last sentence of
paragraph 1 and the entire paragraphs 2 and 3 on page 1 therein. We have no
basis to agree or disagree with other statements of the registrant contained
therein.
/s/ Ernst & Young LLP
5
<PAGE>
ERNST & YOUNG LETTERHEAD
July 24, 1998
Mr. George Ross
Chief Financial Officer
Tier Technologies, Inc.
Walnut Creek, Ca. 94596
Dear Mr. Ross:
This is to confirm that the client-auditor relationship between Tier
Technologies, Inc. (Commission File Number 000-23195) and Ernst & Young LLP has
ceased.
Very truly yours,
/s/ Ernst & Young LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
6
