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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Tier Technologies, Inc.
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
88650Q 10 0
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4
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CUSIP NO. 88650Q 10 0 13G PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William G. Barton
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States citizen
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SOLE VOTING POWER
5
NUMBER OF 549,524 shares (includes: (i) 489,524 shares of Class
B Common Stock owned by Mr. Barton and (ii) a vested
stock option that gives Mr. Barton the right to
acquire an additional 60,000 shares of Class B Common
Stock).
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
1,659,762 shares (includes 1,639,762 shares of Class A
OWNED BY Common Stock held by the Tier Technologies, Inc.
Voting Trust ("Voting Trust"), for which Mr. Barton
EACH serves as a trustee, that are convertible into an
equal number of shares of Class B Common Stock. Also
REPORTING includes vested stock options that give each of Mr.
Barton and James L. Bildner the right to acquire an
PERSON additional 10,000 shares of Class A Common Stock,
which upon issuance shall be held by the Voting
WITH Trust.)
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SOLE DISPOSITIVE POWER
7
549,524 shares (includes: (i) 489,524 shares of Class
B Common Stock owned by Mr. Barton and (ii) a vested
stock option that gives Mr. Barton the right to
acquire an additional 60,000 shares of Class B Common
Stock).
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SHARED DISPOSITIVE POWER
8
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,209,286 shares (includes: (i) 489,524 shares of Class B Common Stock
owned by Mr. Barton, (ii) 1,639,762 shares of Class A Common Stock held by
the Voting Trust, for which Mr. Barton serves as a trustee, that are
convertible into an equal number of shares of Class B Common Stock,
(iii) a vested stock option that gives Mr. Barton the right to acquire an
additional 60,000 shares of Class B Common Stock, and (iv) vested stock
options that give each of Messrs. Barton and Bildner the right to acquire
an additional 10,000 shares of Class A Common Stock, which upon issuance
shall be held by the Voting Trust and which are convertible into an equal
number of shares of Class B Common Stock.)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
23.50% (percentage ownership is calculated based on 7,680,888 shares of
Class B Common Stock outstanding as of January 21, 1998, plus 1,639,762
shares of Class B Common Stock deemed outstanding upon conversion of the
Voting Trust's Class A Common Stock to Class B Common Stock, 60,000
shares of Class B Common Stock deemed outstanding upon the exercise of
Mr. Barton's vested stock option and 20,000 shares of Class B Common
Stock deemed outstanding upon the exercise and conversion into Class
B Common Stock of stock options to purchase Class A Common Stock held by
Messrs. Bildner and Barton, as provided by Rule 13d-3(d)(1)(i)).
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TYPE OF REPORTING PERSON*
12
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1.
(a) Name of Issuer:
Tier Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices:
1350 Treat Blvd., Suite 250
Walnut Creek, CA 94596
Item 2.
(a) Name of Person Filing:
William G. Barton
(b) Address of Principal Business Office or, if None, Residence:
c/o Tier Technologies, Inc.
1350 Treat Blvd., Suite 250
Walnut Creek, CA 94596
(c) Citizenship:
United States citizen
(d) Title of Class of Securities:
Class B Common Stock
(e) CUSIP Number:
88650Q 10 0
Item 3. Inapplicable.
Item 4. Ownership
(a) Amount beneficially owned:
2,209,286 shares (includes: (i) 489,524 shares owned by Mr. Barton,
(ii) 1,639,762 shares of Class A Common Stock held by the Voting
Trust, for which Mr. Barton serves as a trustee, that are convertible
into an equal number of shares of Class B Common Stock, (iii) a
vested stock option that gives Mr. Barton the right to acquire an
additional 60,000 shares of Class B Common Stock, and (iv) vested
stock options that give each of Messrs. Barton and Bildner the right
to acquire an additional 10,000 shares of Class A Common Stock, which
upon issuance shall be held by the Voting Trust and which are
convertible into an equal number of shares of Class B Common Stock.)
(b) Percent of class:
23.50% (percentage ownership is calculated based on 7,680,888 shares
of Class B Common Stock outstanding as of January 21, 1998, plus
1,639,762 shares of Class B Common Stock deemed outstanding upon
conversion of the Voting Trust's Class A Common Stock to Class B
Common Stock, 60,000 shares of Class B Common Stock deemed
outstanding upon the exercise of Mr. Barton's vested stock option and
20,000 shares of Class B Common Stock deemed outstanding upon the
exercise and conversion into Class B Common Stock of stock options
to purchase Class A Common Stock held by Messrs. Bildner and
Barton, as provided by Rule 13d-3(d)(1)(i)).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct to the vote:
549,524 shares (includes: (i) 489,524 shares of Class B Common
Stock owned by Mr. Barton and (ii) a vested stock option that
gives Mr. Barton the right to acquire an additional 60,000
shares of Class B Common Stock).
(ii) Shared power to vote or to direct the vote:
2,209,286 shares (includes: (i) 489,524 shares owned by Mr.
Barton, (ii) 1,639,762 shares of Class A Common Stock held by
the Voting Trust, for which Mr. Barton serves as a trustee,
that are convertible into an equal number of shares of Class
B Common Stock, (iii) a vested stock option that gives Mr.
Barton the right to acquire an additional 60,000 shares of
Class B Common Stock, and (iv) vested stock options that give
each of Messrs. Barton and Bildner the right to acquire an
additional 10,000 shares of Class A Common Stock, which upon
issuance shall be held by the Voting Trust and which are
convertible into an equal number of shares of Class B Common
Stock.)
(iii) Sole power to dispose or to direct the disposition of:
549,524 shares (includes: (i) 489,524 shares of Class B Common
Stock owned by Mr. Barton and (ii) a vested stock option that
gives Mr. Barton the right to acquire an additional 60,000
shares of Class B Common Stock).
(iv) Shared power to dispose or to direct the disposition of:
None.
Item 5. Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6. Ownership of Five Percent on Behalf of Another Person.
Inapplicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Inapplicable.
Item 8. Identification and Classification of Members of the Group.
Inapplicable.
Item 9. Notice of Dissolution of Group.
Inapplicable.
Item 10. Certification.
Inapplicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 12, 1998
Signature: /s/ William G. Barton
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William G. Barton
President and
Chief Operating Officer
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