<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 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 No.)
1350 TREAT BOULEVARD
SUITE 250
WALNUT CREEK, CALIFORNIA 94596
(Address, including zip code, of principal executive offices)
-----------------------
TIER TECHNOLOGIES, INC.
AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN
(Full title of the plan)
JAMES L. BILDNER
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
TIER TECHNOLOGIES, INC.
1350 TREAT BOULEVARD, SUITE 250
WALNUT CREEK, CALIFORNIA 94596
(925) 937-3950
(Name and address of agent for service, and telephone number, including area
code)
-----------------------
Copies to:
MORGAN P. GUENTHER, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER LLP
345 CALIFORNIA STREET, 29TH FLOOR
SAN FRANCISCO, CALIFORNIA 94104
(415) 835-1600
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount Of
To Be Registered Registered(1) Share(2) Price(2) Registration Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common
Stock, no par value 1,000,000 $13.03 $13,030,000 $3,622.34
=======================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement shall be deemed to cover such additional shares of Class
B Common Stock as may become issuable pursuant to the anti-dilution provisions
of the Tier Technologies, Inc. Amended and Restated 1996 Equity Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee. The
Class B Common Stock being registered relates to options to be granted in the
future, with option prices to be determined at the time of grant. The aggregate
offering price has been computed pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended, on the basis of the average of the high and
low sale prices of the Class B Common Stock as reported on the Nasdaq National
Market on November 24, 1998, a date within five business days prior to the date
of filing of this Registration Statement.
<PAGE>
Pursuant to General Instruction E of Form S-8 ("Registration of Additional
Securities"), Tier Technologies, Inc. (the "Company") hereby makes the following
statement:
On March 3, 1998, the Company filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (File No. 333-47259) (the
"Prior Registration Statement") relating to shares of Class B Common Stock
to be issued pursuant to the Company's Amended and Restated 1996 Equity
Incentive Plan (the "Plan"), and the Prior Registration Statement is
currently effective. This Registration Statement relates to securities (a)
of the same class as those to which the Prior Registration Statement
relates and (b) to be issued pursuant to the Plan. The contents of the
Prior Registration Statement are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP
(included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page hereto)
</TABLE>
2
<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 Walnut Creek, State of California, on
December 2, 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 PERSONS 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 attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him and
in his name, place or stead, in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8, and to file such
amendments, together with exhibits and other documents in connection therewith,
with the Securities and Exchange Commission, granting to 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 as he might
or could do in person, and ratifying and confirming all that said attorneys-in-
fact and agents, or his substitute or substitutes or all of them, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and on the date
indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ James L. Bildner
-------------------------------- Chairman of the Board December 2, 1998
JAMES L. BILDNER and Chief Executive
Officer (principal
executive officer)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ William G. Barton
-------------------------------- President, Chief December 2, 1998
WILLIAM G. BARTON Technology Officer
and Director
/s/ George K. Ross
-------------------------------- Executive Vice President December 2, 1998
GEORGE K. ROSS and Chief Financial
Officer (principal
financial officer and
principal accounting
officer)
/s/ Ronald L. Rossetti
-------------------------------- Director December 2, 1998
RONALD L. ROSSETTI
/s/ Samuel Cabot III
-------------------------------- Director December 2, 1998
SAMUEL CABOT III
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP
(included in Exhibit 5.1)
24.1 Power of Attorney (contained on signature page hereto).
</TABLE>
<PAGE>
[LETTERHEAD OF PAUL, HASTINGS, JANOFSKY & WALKER LLP]
December 2, 1998
Tier Technologies, Inc.
1350 Treat Boulevard
Suite 250
Walnut Creek, California 94596
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Tier Technologies, Inc., a California corporation
(the "Company") of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission covering the offering of
1,000,000 shares of the Company's Class B Common Stock, no par value (the
"Shares"), authorized and reserved for issuance under the Company's Amended and
Restated 1996 Equity Incentive Plan (the "Plan").
In connection with this opinion, we have examined the Registration
Statement, 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 copies
thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when issued and sold in accordance with the
Registration Statement and the Plan, will be validly issued, fully paid and
nonassessable.
<PAGE>
[LETTERHEAD OF PAUL, HASTINGS, JANOFSKY & WALKER LLP]
Tier Technologies, Inc.
December 2, 1998
Page 2
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
PAUL, HASTINGS, JANOFSKY & WALKER LLP
<PAGE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amended and Restated 1996 Equity Incentive Plan of
Tier Technologies, Inc. of our report dated October 6, 1997 with respect to the
consolidated financial statements of Tier Technologies, Inc. included in the
Report on Form 8-K of Tier Technologies, Inc., dated October 23, 1998, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
December 2, 1998
Walnut Creek, California
