<PAGE>
As Filed with the Securities and Exchange Commission on July 24, 2000
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.
EMPLOYEE STOCK PURCHASE 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:
D. Bradley Peck, Esq.
COOLEY GODWARD, LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121-2128
(858) 550-6000
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 200,000 $5.57 $1,114,000 $294.10
============================================================================================================
</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. Employee Stock Purchase Plan.
(2) Estimated solely for the purpose of calculating the registration fee. The
Class B Common Stock being registered relates to shares to be issued under the
Employee Stock Purchase Plan, with prices to be determined at the time of
issuance. 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 July 19, 2000, 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 Employee Stock Purchase Plan (the
"Plan"). 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 Statements relates and (b) to be issued
pursuant to the amended Plan. The contents of the Prior Registration
Statement is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
5.1 Opinion of Cooley Godward LLP
10.29 Employee Stock Purchase Plan, as amended
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Cooley Godward LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page hereto)
2
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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 July 24, 2000.
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 Laura B. DePole, 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.
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<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ James L. Bildner Chairman of the Board July 24, 2000
------------------------------- and Chief Executive
James L. Bildner Officer (principal
executive officer)
July 24, 2000
/s/ Laura B. DePole Chief Financial Officer
------------------------------- (principal financial and
Laura B. DePole accounting officer)
/s/ William G. Barton Director July 24, 2000
-------------------------------
William G. Barton
/s/ Ronald L. Rossetti Director July 24, 2000
-------------------------------
Ronald L. Rossetti
</TABLE>
3
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/s/ Samuel Cabot III Director July 24, 2000
-------------------------------
Samuel Cabot III
/s/ William Van Faasen Director July 24, 2000
-------------------------------
William Van Faasen
/s/ Morgan Guenther Director July 24, 2000
-------------------------------
Morgan Guenther
4
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
5.1 Opinion of Cooley Godward LLP
10.29 Employee Stock Purchase Plan, as amended
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Ernst & Young LLP, Independent Auditors
5
