<PAGE>
As filed with the Securities and Exchange Commission on April 26, 1999
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Per Aggregate Offering Amount Of Registration
To Be Registered Registered(1) Share(2) Price(2) Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common
Stock, no par value 2,000,000 $7.53 $15,060,000 $4,186.68
==========================================================================================================================
</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 April 20, 1999, 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 and December 2, 1998, the Company filed with the
Securities and Exchange Commission a Registration Statement on Form S-8
(File No. 333-47259 and File No. 333-68255, respectively) (collectively,
the "Prior Registration Statements") 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 Statements
are currently effective. This Registration Statement relates to securities
(a) of the same class as those to which the Prior Registration Statements
relate and (b) to be issued pursuant to the Plan. The contents of the
Prior Registration Statements are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Grant Thornton, Independent Accountants
23.4 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 April 26, 1999.
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 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 in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ James L. Bildner Chairman of the Board and
- ----------------------------------------------- Chief Executive Officer April 26, 1999
James L. Bildner (principal executive officer)
/s/ William G. Barton President, Chief Technology
- ----------------------------------------------- Officer and Director April 26, 1999
William G. Barton
/s/ George K. Ross Executive Vice President
- ----------------------------------------------- and Chief Financial Officer April 26, 1999
George K. Ross (principal financial officer and
principal accounting officer)
/s/ Ronald L. Rossetti
- ----------------------------------------------- Director April 26, 1999
Ronald L. Rossetti
/s/ Samuel Cabot III
- ----------------------------------------------- Director April 26, 1999
Samuel Cabot III
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Grant Thornton, Independent Accountants
</TABLE>
4
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF PAUL, HASTINGS, JANOFSKY & WALKER LLP]
April 26, 1999
Tier Technologies, Inc.
1350 Treat Boulevard, Suite 250
Walnut Creek, CA 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
2,000,000 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 Amended and Restated Articles of Incorporation 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.
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>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Tier Technologies, Inc. of our report dated October 26,
1998, except as to Note 12, which is as of December 18, 1998, appearing on page
F-2 of the Annual Report on Form 10-K for the year ended September 30, 1998.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
San Jose, California
April 26, 1999
<PAGE>
EXHIBIT 23.2
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
Walnut Creek, California
April 26, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our report dated January 29, 1999 accompanying the financial
statements of MIDAS Computer Software Limited appearing in the Form 8-K of Tier
Technologies dated February 12, 1999 which is incorporated by reference in this
Registration Statement of Tier Technologies. We hereby consent to the
incorporation by reference of said report in the Registration Statement of Tier
Technologies on Form S-8 (File No. 333-XXXXX, effective April 26, 1999) and to
the use of our name as it appears under the caption "Experts."
/s/ Grant Thornton
- ------------------
Grant Thornton
Registered Auditors
Chartered Accountants
Birmingham, United Kingdom
April 26, 1999
