<PAGE>
As filed with the Securities and Exchange Commission on March 3, 1998
Registration No. 333-___________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TIER TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
California 94-3145844
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1350 Treat Boulevard, Suite 250
Walnut Creek, CA 94596
(510) 937-3950
(Address, including zip code, and telephone number,
including area code of principal executive offices)
___________
TIER TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN
(Full title of plans)
James L. Bildner
Chairman of the Board
and Chief Executive Officer
TIER TECHNOLOGIES, INC.
1350 Treat Boulevard, Suite 250
Walnut Creek, CA 94596
(510) 937-3950
(Name, and address, including zip code, and telephone number,
including area code, of agent for service)
___________
Copies to:
Maria Pizzoli, Esq.
Farella Braun & Martel LLP
235 Montgomery Street, 30th Floor
San Francisco, CA 94104-3159
(415) 954-4400
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of registration fee
be registered registered(1) offering price per share (2) aggregate offering price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common
Stock, no par value 3,044,636 $3.25 - $13.69 $24,277,515 $7,162
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) Pursuant to Rule 416(a), This Registration Statement shall also cover any
additional shares of the Registrant's Class B Common Stock that become issuable
under the plans by reason of any stock dividend, stock split,
recapitalization, or other similar transaction effected without receipt of
consideration that increases the number of the Registrant's outstanding shares
of Class B Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The offering price per share and
aggregate offering price are based upon (i) the actual exercise price for shares
subject to outstanding stock options previously granted under the Registrant's
Amended and Restated 1996 Equity Incentive Plan; and (ii) shares issuable
under the Registrant's Amended and Restated 1996 Equity Incentive Plan and
Employee Stock Purchase Plan calculated on the basis of the average of the
high and low sales price of Registrant's Class B Common Stock on February 25,
1998 as reported on the Nasdaq National Market. The following chart shows the
calculation of the registration fee.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Type of Shares Number of Shares Offering Price Aggregate
per Share Offering Price
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class B Common Stock issuable pursuant to outstanding 1,025,578 $ 3.25 $ 3,333,129
options under the Amended and Restated 1996 Equity
Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------
Class B Common Stock issuable pursuant to outstanding 150,000 $ 4.25 $ 637,500
options under the Amended and Restated 1996 Equity
Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------
Class B Common Stock issuable pursuant to outstanding 76,100 $ 4.75 $ 361,475
options under the Amended and Restated 1996 Equity
Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------
Class B Common Stock issuable pursuant to outstanding 195,400 $ 5.25 $ 1,025,850
options under the Amended and Restated 1996 Equity
Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------
Class B Common Stock issuable pursuant to outstanding 200,000 $ 5.78 $ 1,156,000
options under the Amended and Restated 1996 Equity
Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------
Class B Common Stock issuable pursuant to outstanding 5,800 $ 7.00 $ 40,600
options under the Amended and Restated 1996 Equity
Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------
Class B Common Stock issuable pursuant to outstanding 105,000 $ 9.00 $ 945,000
options under the Amended and Restated 1996 Equity
Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------
Class B Common Stock issuable pursuant to outstanding 298,134 $ 10.88 $ 3,243,698
options under the Amended and Restated 1996 Equity
Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------
Class B Common Stock available for Grant under the 888,624 $ 13.69 $ 12,165,263
Amended and Restated 1996 Equity Incentive Plan
- ---------------------------------------------------------------------------------------------------------------------
Class B Common Stock issuable under the Employee Stock 100,000 $ 13.69 $ 1,369,000
Purchase Plan
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information called for in Part I of Form S-8 is not being prepared with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The prospectus contained in the Form S-1 Registration Statement (No. 333-
67661) filed by Tier Technologies, Inc. (the "Registrant") with the Commission
on October 10, 1997, as amended through the date hereof (the "Form S-1"), is
hereby incorporated by reference into this Registration Statement. The
Registrant has not filed, and has not been required to file, an annual report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as of the date hereof. A description of the
Registrant's Class B Common Stock, which is contained in the Form S-1,
including any amendments or reports filed for the purpose of updating such
description, is hereby incorporated by reference into this Registration
Statement.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date
of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IV of the Registrant's Amended and Restated Articles of
Incorporation (see Exhibit 4.1) provides for the indemnification of the officers
and directors of the Registrant to the fullest extent permissible under
California law. In addition, Article IX, Section 1 of the Registrant's Amended
and Restated Bylaws (see Exhibit 4.2) requires that the Registrant indemnify,
and, in certain instances, advance expenses to, its agents, with respect to
certain costs, expenses, judgments, fines, settlements and other amounts
incurred in connection with any
3
<PAGE>
proceeding, to the full extent permitted by applicable law. Pursuant to its
Articles and Bylaws, the Registrant has entered into indemnification agreements
with each of its officers and directors.
Section 317(b) of the California Corporations Code (the "Corporations
Code") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any "proceeding" (as defined in
Section 317(a) of the Corporations Code), other than an action by or in the
right of the corporation to procure a judgment in its favor, by reason of the
fact that such person is or was a director, officer, employee or other Agent of
the corporation (collectively, an "Agent"), against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with such proceeding if the Agent acted in good faith and in a manner the Agent
reasonably believed to be in the best interest of the corporation and, in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful.
Section 317(c) of the Corporations Code provides that a corporation shall
have power to indemnify any Agent who was or is a party or is threatened to be
made a party to any threatened, pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person is or was an Agent, against expenses actually and reasonably
incurred by the Agent in connection with the defense or settlement of such
action if the Agent acted in good faith and in a manner such Agent believed to
be in the best interest of the corporation and its shareholders.
Section 317(c) further provides that no indemnification may be made
thereunder for any of the following: (i) in respect of any claim, issue or
matter as to which the Agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such
proceeding is or was pending shall determine that such Agent is fairly and
reasonably entitled to indemnity for expenses, (ii) of amounts paid in settling
or otherwise disposing of a pending action without court approval, and (iii) of
expenses incurred in defending a pending action which is settled or otherwise
disposed of without court approval.
Section 317(d) of the Corporations Code requires that an Agent be
indemnified against expenses actually and reasonably incurred to the extent the
Agent has been successful on the merits of the defense of proceedings referred
to in subdivisions (b) or (c) of Section 317.
Except as provided in Section 317(d), and pursuant to Section 317(e),
indemnification under Section 317 shall be made by the corporation only if
specifically authorized and upon a determination that indemnification is proper
in the circumstances because the Agent has met the applicable standard of
conduct set forth in Section 317(b) or (c), by any of the following: (i) a
majority vote of a quorum consisting of directors who are not parties to the
proceeding, (ii) if such a quorum of directors is not obtainable, by independent
legal counsel in a written opinion, (iii) approval of the shareholders, provided
that any shares owned by the Agent may not vote thereon, or (iv) the court in
which such proceeding is or was pending.
4
<PAGE>
Pursuant to Section 317(f) of the Corporations Code, the corporation may
advance expenses incurred in defending any proceeding upon receipt of an
undertaking by the Agent to repay such amount if it is ultimately determined
that the Agent is not entitled to be indemnified.
Section 317(h) provides, with certain exceptions, that no indemnification
shall be made under Section 317 where it appears that it would be inconsistent
with a provision of the corporation's articles, bylaws, a shareholder resolution
or an agreement which prohibits or otherwise limits indemnification, or where it
would be inconsistent with any condition expressly imposed by a court in
approving a settlement.
Section 317(i) authorizes a corporation to purchase and maintain insurance
on behalf of an Agent for liabilities arising by reason of the Agent's status,
whether or not the corporation would have the power to indemnify the Agent
against such liability under the provisions of Section 317.
In addition, Article IX, Section 1 of the Bylaws of the Registrant
authorizes the Registrant to purchase and maintain insurance on behalf of any
person indemnified by the Company. The Registrant currently maintains a
directors and officers liability insurance policy in the amount of $3,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Registrant's Amended and Restated Articles of
Incorporation (3)
4.2 Registrant's Amended and Restated Bylaws (2)
4.3 Specimen Stock Certificate (1)
5.1 Opinion of Farella Braun & Martel LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Farella Braun & Martel LLP (contained on
Exhibit 5.1 hereof).
24 Power of Attorney (contained on page 8 hereof).
99.1 Amended and Restated 1996 Equity Incentive Plan (1)
99.2 Employee Stock Purchase Plan (2)
99.3 Restatement of Selected Data as it Relates to the Adoption of
FAS 128, "Earnings per Share."
- --------------------
5
<PAGE>
1. Filed as an exhibit to the Registration Statement on Form S-1 (No. 333-
37661) on October 10, 1997, and incorporated herein by reference.
2. Filed as an exhibit to Amendment No. 1 to the Registration Statement on
Form S-1 (No. 333-37661) on November 17, 1997, and incorporated herein by
reference.
3. Filed as an exhibit to Amendment No. 2 to the Registration Statement on
Form S-1 (No. 333-37661) on December 15, 1997, and incorporated herein by
reference.
Item 9. Undertakings.
(a) Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 (Section 239.13 of this chapter) or Form
S-8 (Section 239.16b of this chapter) and the information to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
6
<PAGE>
(b) Filings incorporating subsequent Exchange Act documents by reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in to this registration statement shall
be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Request for Acceleration of Effective Rate or Filing of Registration
Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on the 27th day
of February, 1998.
TIER TECHNOLOGIES, INC.
By: /s/ James L. Bildner
__________________________________________
JAMES L. BILDNER
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James L. Bildner, William G. Barton and George K.
Ross, and each of them, to act as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments, exhibits thereto and other documents in
connection therewith), and to file the same with all exhibits thereto and other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes or all of them may lawfully do or cause to be done by
virtue hereof.
8
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated on the 27th day of February, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ James L. Bildner Chairman of the Board and Chief Executive
- --------------------------------------------------- Officer
James L. Bildner (Principal Executive Officer)
/s/ William G. Barton President, Chief Operating Officer and Director
- ---------------------------------------------------
William G. Barton
/s/ George K. Ross Chief Financial Officer, Senior Vice President
- --------------------------------------------------- and Director
George K. Ross (Principal Financial and Accounting Officer)
/s/ Ronald L. Rossetti Director
- ---------------------------------------------------
Ronald L. Rossetti
/s/ Samuel Cabot III Director
- ---------------------------------------------------
Samuel Cabot III
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C>
4.1 Registrant's Amended and Restated Articles of Incorporation (3)
4.2 Registrant's Amended and Restated Bylaws (2)
4.3 Specimen Stock Certificate (1)
5.1 Opinion of Farella Braun & Martel LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Farella Braun & Martel LLP (contained on Exhibit 5.1 hereof).
24 Power of Attorney (contained on page 8 hereof).
99.1 Amended and Restated 1996 Equity Incentive Plan (1)
99.2 Employee Stock Purchase Plan (2)
99.3 Restatement of Selected Data as it Relates to the Adoption of FAS 128,
"Earnings per Share."
</TABLE>
- -------------------
1. Filed as an exhibit to the Registration Statement on Form S-1 (No. 333-
37661) on October 10, 1997, and incorporated herein by reference.
2. Filed as an exhibit to Amendment No. 1 to the Registration Statement on
Form S-1 (No. 333-37661) on November 17, 1997, and incorporated herein by
reference.
3. Filed as an exhibit to Amendment No. 2 to the Registration Statement on
Form S-1 (No. 333-37661) on December 15, 1997, and incorporated herein by
reference.
10
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF FARELLA BRAUN & MARTEL LLP]
February 27, 1998
Tier Technologies, Inc.
1350 Treat Boulevard, Suite 250
Walnut Creek, CA 94596
Re: Registration Statement on Form S-8 - Amended and Restated 1996 Equity
Incentive Plan and Employee Stock Purchase Plan
-----------------------------------------------
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Tier Technologies, Inc. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of 3,044,636 shares of
the Company's Class B Common Stock (the "Shares"), including 2,056,012 shares
issuable pursuant to outstanding options under the Company's Amended and
Restated 1996 Equity Incentive Plan (the "1996 Plan"), 888,624 additional shares
available for grant under the 1996 Plan and 100,000 additional shares issuable
under the Company's Employee Stock Purchase Plan (the "ESPP").
In connection with this opinion, we have examined the Registration
Statement and related Prospectuses, your Articles of Incorporation, as
amended, and Bylaws, as amended, and such other documents, records,
certificates, memoranda and other instruments as we deem necessary as a basis
for this opinion. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as copies thereof, and the due execution and delivery
of all documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
<PAGE>
Tier Technologies, Inc.
February 27, 1998
Page 2
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the
Registration Statement and the 1996 Plan or the ESPP, as the case may be, will
be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Farella Braun & Martel LLP
Farella Braun & Martel LLP
BB:fb&m
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employee Stock Purchase Plan and Amended and Restated
1996 Equity Incentive Plan of Tier Technologies, Inc. of our report dated
October 6, 1997, except for Note 14, as to which the date is November 14, 1997,
with respect to the consolidated financial statements and schedules of Tier
Technologies, Inc., of our report dated September 8, 1997 with respect to the
financial statements of Encore Consulting, Inc. and of our report dated
September 30, 1997, with respect to the financial statements of Albanycrest
Limited included in the Registration Statement (Form S-1 No. 333-37661) and
related Prospectus of Tier Technologies, Inc. for the registration of 3,400,000
shares of its Class B common stock, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young
Walnut Creek, California
February 26, 1998
<PAGE>
EXHIBIT 99.3
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share" ("FAS 128"), which is required to be adopted for the
period ended December 31, 1997. Statement 128 replaced the calculation of
primary and fully diluted net income per share with basic and diluted net income
per share. Unlike primary net income per share, basic net income per share
excludes any dilutive effects of options, warrants and convertible securities.
Diluted net income per share is very similar to the previously reported fully
diluted net income per share.
In February 1998, Staff Accounting Bulletin No. 98 ("SAB 98") was issued and
amends the existing Securities and Exchange Commission ("SEC") staff guidance
primarily to give effect to FAS 128. Under SAB 98, certain shares of
convertible preferred stock, options and warrants to purchase shares of common
stock, issued at prices below the per share price of shares sold in the
Company's initial public offering in December 1997, previously included in the
computation of shares outstanding pursuant to Staff Accounting Bulletins Nos.
55, 64 and 83 are now excluded from the computation
All net income per share amounts for all periods have been presented, and where
appropriate, restated to conform to the FAS 128 and SAB 98 requirements:
<TABLE>
<CAPTION>
(In thousands, except per share amounts:)
Years ended December 31,
------------------------
1993 1994 1995 1996
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Net income $ 189 $ 55 $ 444 $ 527
============ ============ ============ ===========
Net income per share as previously reported $ 0.02 $ - $ 0.04 $ 0.07
============ ============ ============ ===========
Basic net income per share $ 0.02 $ - $ 0.04 $ 0.11
============ ============ ============ ===========
Shares used in calculating basic net income per share 10,000 10,930 10,062 4,988
============ ============ ============ ===========
Diluted net income per share $ 0.02 $ - $ 0.04 $ 0.10
============ ============ ============ ===========
Shares used in calculating diluted net
income per share 10,000 10,930 10,062 5,246
============ ============ ============ ===========
<CAPTION>
Three month period ended
Nine Months ended September 30, -----------------------------
---------------------------------- December 31, December 31,
1996 1997 1996 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net income $ 398 $ 572 $ 129 $ 440
============ ============ ============ ===========
Basic income per share as previously reported $ 0.05 $ 0.08 $ 0.02 $ 0.07
============ ============ ============ ===========
Basic net income per share $ 0.08 $ 0.11 $ 0.03 $ 0.07
============ ============ ============ ===========
Shares used in calculating basic net income per share 5,220 5,400 4,300 6,139
============ ============ ============ ===========
Diluted net income per share as previously reported $ 0.05 $ 0.08 $ 0.02 $ 0.06
============ ============ ============ ===========
Diluted net income per share $ 0.07 $ 0.10 $ 0.03 $ 0.06
============ ============ ============ ===========
Shares used in calculating diluted net income per share 5,478 5,794 4,558 7,464
============ ============ ============ ===========
</TABLE>
