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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: OCTOBER 29, 1997
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CHECKFREE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 0-26802 31-1013521
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
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4411 East Jones Bridge Road
Norcross, Georgia 30092
(770) 441-3387
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
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Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On October 29, 1997, CheckFree Corporation, a Delaware corporation
("CheckFree"), announced that it had entered into 10-year processing partnership
(the "Strategic Alliance") with Integrion Financial Network, L.L.C.
("Integrion") to provide financial institutions with a fully integrated,
end-to-end, cost effective electronic billing and payment processing service
employing Integrion's Gold Message Standard for Electronic Commerce, its
Interactive Financial Services (IFS) platform and CheckFree's processing
infrastructure. In addition, CheckFree and Integrion will work with IBM,
Integrion's primary technology partner, to fully integrate Integrion's IFS
banking platform with electronic billing and payment, effectively establishing
the next generation banking, billing and payment infrastructure for the
financial services industry.
CheckFree's press release issued October 29, 1997 regarding the
Strategic Alliance is attached as an exhibit to this report and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
99 Press release of CheckFree Corporation issued
October 29, 1997, regarding the Strategic Alliance.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHECKFREE CORPORATION
Dated: November 11, 1997 By: /s/ James S. Douglass
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James S. Douglass, Chief Financial
Officer
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EXHIBIT INDEX
Exhibit No. Description Page
99 Press release of CheckFree Corporation issued
October 29, 1997, regarding the Strategic
Alliance.
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Exhibit 99
CHECKFREE CORPORATION
4411 East Jones Bridge Road
Norcross, Georgia 30092
(770) 441-3387
FOR IMMEDIATE RELEASE
INTEGRION AND CHECKFREE ANNOUNCE 10-YEAR STRATEGIC ALLIANCE
AGREEMENT WILL PROVIDE THE INDUSTRY WITH COMPLETE ELECTRONIC BANKING,
BILLING AND PAYMENT SOLUTION BASED ON GOLD MESSAGE STANDARD
ATLANTA, Oct. 29 /PRNewswire/ -- Integrion Financial Network and
CheckFree Corporation (Nasdaq: CKFR) announced today a 10-year processing
partnership to provide financial institutions with a fully integrated,
end-to-end, cost effective electronic billing and payment processing service
employing Integrion's Gold Message Standard for Electronic Commerce, its
Interactive Financial Services (IFS) platform and CheckFree's processing
infrastructure.
In addition, the two companies will work with IBM, Integrion's primary
technology partner, to fully integrate Integrion's IFS banking platform with
electronic billing and payment, effectively establishing the next generation
banking, billing and payment infrastructure for the financial services industry.
Under the terms of the agreement:
-- CheckFree and Integrion will continue to develop and support
their respective and rapidly growing customer bases.
-- CheckFree will become the primary supplier of back-end
electronic billing and payment processing services to
Integrion customers. Integrion and CheckFree will enter into
an outsourcing agreement for CheckFree to manage Integrion's
Herndon Operation.
-- Integrion's IFS platform will become CheckFree's preferred
means for routing transactions.
-- Integrion's Gold Message Standard will be the technical
specification of choice for the system. Connections to banks
as well as connections from Integrion to CheckFree will be
based on this specification.
-- CheckFree, Integrion and IBM will jointly design and develop a
next generation banking, bill payment and presentment platform
based on IFS/Gold and CheckFree's processing engine.
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-- Integrion will acquire 10-year warrants exercisable at
20-15/16 for 10 million shares of CheckFree Corporation; 3
million that vest within 60 days and 7 million to be vested
upon achievement of certain performance targets. Any shares
obtained by Integrion upon exercise of the warrants will be
subject to transfer restrictions. With the commitment from
Integrion and adoption of electronic commerce in non-Integrion
financial institutions, management believes that 12 to 15% of
U.S. households will be using online, banking and electronic
billing and payment services before the warrants fully vest.
Management believes this ensures that Integrion, CheckFree and
the entire financial institution community are driving towards
a penetration rate over the next four years that will strongly
benefit CheckFree and its shareholders as well as the
financial institution community.
Additional financial details of the agreement were not disclosed. The
strategic alliance is subject to certain conditions and is expected to close in
1Q 1998.
The alliance creates substantial synergies for the two organizations by
combining their core competencies. Integrion will contribute a secure,
industrial strength middleware platform, allowing universal connectivity between
multiple access devices and bank legacy systems. CheckFree will contribute its
industry-leading electronic billing and payment services. Integrion and
CheckFree also share common customers who will benefit from the venture. The
alliance, therefore, will strengthen the relationships that Integrion and
CheckFree have with their respective customer bases.
"As is true for any electronic commerce activity, electronic billing
and payment processing is a business that requires scale and quality at each
point along the transaction path. CheckFree clearly is the leader in that
processing," said william M. Fenimore Jr., managing director of Integrion. "This
alliance ensures that any bank utilizing the Integrion solution will get the
highest quality service, at the lowest processing cost available. We expect to
achieve economies of scale that will be difficult to duplicate."
Fenimore also noted the appropriateness of the banking industry's
leadership in delivering electronic commerce, to consumers and organizations.
"Consumers expect to get electronic financial services from their bank,
and our agreement today enables banks to fulfill that expectation without the
risk of disintermediation." Fenimore said, "Integrion and CheckFree are
committed to provided solutions that are bank-owned and bank-controlled."
"Integrion embodies the role of the bank as the customer's trusted
agent in financial service delivery," said Pete Kight, Chairman and CEO of
CheckFree. "We are very proud to stand behind the banks with world class
processing that enables the highest quality electronic and payment services in
the marketplace. Customers are already enjoying the benefits of visiting their
banks on their own time, and completing their financial decisions with the click
of a mouse. We believe strongly that this alliance will accelerate the adoption
of electronic commerce services."
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ABOUT INTEGRION FINANCIAL NETWORK
Integrion Financial Network provides interactive banking and electronic
commerce solutions to financial institutions. Through the Interactive Financial
Services (IFS) platform, Integrion offers financial institutions a network
through which electronic transactions flow from multiple consumer access points
to a bank's host system and/or processor. Integrion's operating philosophy
allows banks to determine the manner and format in which home banking and
electronic commerce services are offered, ensuring consistency with the bank's
full range of services, effective branding by the bank and maximum customer
benefit.
The owners of Integrion are ABN AMRO North America, Bank One, Bank of
America, Barnett Bank, Citibank, Comerica, First Chicago NBD, First Union
National Bank, Fleet Financial, IBM, KeyCorp, Mellon Bank, Michigan National
Bank, NationsBank, Norwest, PNC Bank, Royal Bank of Canada, US Bancorp, Visa
U.S.A. and Washington Mutual, Inc. Additional information about Integrion can be
found on the Internet at www.integrion.net.
ABOUT CHECKFREE CORP.
Founded in 1981, CheckFree Corporation (www.checkfree.com) is the
leading provider of electronic commerce services, software and related products
for more than 2 million consumers, 1,000 businesses and 850 financial
institutions. CheckFree designs, develops and markets services that enable its
members to make electronic payments and collections, automate paper-based
recurring financial transactions and conduct secure transactions on the
Internet.
Certain of the statements in this news release contain forward-looking
statements, including the statements regarding the expected consummation of the
strategic alliance agreement, the development of an integrated electronic
billing and payment processing system, and the expected benefits of the
alliance. These forward-looking statements involve risks and uncertainties,
including without limitation, the satisfaction or waiver of conditions to the
closing of the strategic alliance, the ability of the parties to develop an
integrated system as contemplated, the expected growth in U.S. households using
online banking and electronic billing and payment services, and the ability of
the parties to realize the expected synergies of the alliance. In addition, the
business prospects of CheckFree are subject to various risks and uncertainties
detailed from time to time in the Company's reports filed with the Securities
and Exchange Commission, including the Company's Report on Form 10-K for the
year ended June 30, 1997. One or more of these factors have affected, and could
in the future affect, the Company's business and financial results in future
periods and could cause actual results to differ materially from plans and
projections.
Contact: Grant Evans of Al Paul Lefton Co., 215-351-4210, or
[email protected]; or Matt Lewis of CheckFree Corporation, 770-734-3404, or
[email protected].
Web site: http://www.checkfree.com and http://www.integrion.net.
