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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: APRIL 28, 2000
CHECKFREE HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
Delaware 0-26802 58-2360335
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
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4411 East Jones Bridge Road
Norcross, Georgia 30092
(678) 375-3387
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 20, 1999, CheckFree Holdings Corporation, a Delaware
corporation (the "Company"), CheckFree Acquisition Corporation IV, a Delaware
corporation and a wholly owned subsidiary of the Company ("CheckFree
Acquisition"), and BlueGill Technologies, Inc., a Delaware Corporation
("BlueGill") entered into an Agreement and Plan of Merger, dated December 20,
1999, as amended (the "Merger Agreement"), whereby CheckFree Acquisition would
be merged with and into BlueGill with BlueGill being the surviving entity as a
wholly owned subsidiary of the Company (the "Acquisition"). Under the terms of
the Merger Agreement, the Company agreed to acquire the stock of BlueGill in
exchange for common stock, $.01 par value, of the Company (the "Common Stock").
The Acquisition was completed on April 28, 2000. The total consideration paid by
the Company was $250,000,000. Pursuant to the terms of the Merger Agreement,
5,000,000 shares of Common Stock were issued. The shares of Common Stock
received by the stockholders of BlueGill have been registered under the
Securities Act of 1933, as amended. BlueGill is an international software
development company and the leader in electronic billing and payment. BlueGill
software provides a powerful platform for electronic billing and payment by
transforming legacy systems into interactive Web applications for managing
customer relationships. BlueGill software is installed at financial service
institutions, telecommunications companies, utilities, and service bureaus in
North America, South America and Europe.
The Company's Board of Directors approved the issuance of the 5,000,000
shares on December 14, 1999. The shares of Common Stock received by the
stockholders of BlueGill have been registered under the Securities Act of 1933,
as amended.
The transaction was accomplished through arms-length negotiations
between the Company's management and BlueGill's management. BlueGill's
stockholders approved the Acquisition on April 26, 2000. There was no material
relationship between the stockholders of Bluegill and the Company or any of the
Company's affiliates, any of the Company's directors or officers, or any
associate of any such Company director or officer, prior to this transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of BlueGill Technologies, Inc. as
audited by its independent auditors for the periods reflected therein
are found on the Company's Form 8-K/A No. 1 dated March 16, 2000, filed
on April 27, 2000, and incorporated herein by reference.
(b) PRO FORMA FINANCIAL INFORMATION.
The financial statements required by this item will be filed
within 60 days of this initial Report on Form 8-K.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2(a) Agreement and Plan of Merger, dated as
of December 20, 1999, among CheckFree
Holdings Corporation, CheckFree
Acquisition Corporation IV, and
BlueGill Technologies, Inc. (Reference
is made to Appendix A to Registration
Statement on Form S-4, as amended
(Registration No. 333-
2
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32644), filed with the Securities
Exchange Commission on March 16, 2000,
and incorporated herein by reference).
2(b) Amendment to Agreement and Plan of
Merger, dated April 27, 2000, among
CheckFree Holdings Corporation,
CheckFree Acquisition Corporation IV,
and BlueGill Technologies, Inc.
23 Consent of Arthur Andersen LLP.
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 HOLDINGS CORPORATION
Date: May 15, 2000 By: /s/ Allen L. Shulman
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Allen L. Shulman, Executive Vice
President, Chief Financial
Officer, and General Counsel
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
2(a) Agreement and Plan of Merger, dated as
of December 20, 1999, among CheckFree
Holdings Corporation, CheckFree
Acquisition Corporation IV, and
BlueGill Technologies, Inc. (Reference
is made to Appendix A to Registration
Statement on Form S-4, as amended
(Registration No. 333-32644), filed
with the Securities Exchange
Commission on March 16, 2000, and
incorporated herein by reference).
2(b) Amendment to Agreement and Plan of
Merger, dated April 27, 2000, among
CheckFree Holdings Corporation,
CheckFree Acquisition Corporation IV,
and BlueGill Technologies, Inc.
23 Consent of Arthur Andersen LLP.
4
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Exhibit 2(b)
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
This Amendment to the Agreement and Plan of Merger (the "Amendment"),
dated as of April 27, 2000, among CheckFree Holdings Corporation, a Delaware
corporation ("Parent"), CheckFree Acquisition Corporation IV, a Delaware
corporation and a wholly-owned subsidiary of Parent ("Acquisition"), and
BlueGill Technologies, Inc., a Delaware corporation ("BlueGill").
RECITALS
A. Parent, Acquisition and BlueGill entered into a certain Agreement
and Plan of Merger, as of December 20, 1999 (the "Merger Agreement"). All
capitalized terms used in this Amendment and not otherwise defined herein shall
have the meanings ascribed to them in the Merger Agreement.
B. Parent, Acquisition and BlueGill desire to amend the Merger
Agreement in accordance with the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties hereby agree as follows:
Section 1. AMENDMENT TO SECTION 6.01(g). Section 6.01(g) of the Merger
Agreement is hereby amended and replaced in its entirety as follows:
(g) by Parent by written notice hand-delivered or telecopied to
BlueGill by no later than 11:30 p.m. Eastern Time on the business day
immediately preceding the Closing Date, in the event that the Parent
Average Closing Price is less than $50.00, provided that Parent pays to
BlueGill the Termination Fee pursuant to Section 6.02(a); provided,
that notwithstanding the foregoing, BlueGill may, by providing a
written notice ("REINSTATEMENT NOTICE") to Parent no later than 11:59
p.m. on the same day, reinstate this Agreement with the same effect as
if Parent had not exercised its termination right under this paragraph,
in which event the Exchange Ratio will be equal to the Reduced Ratio.
Section 2. AMENDMENT TO SECTION 2.07. Section 2.07 of the Merger
Agreement is hereby amended by deleting the phrase "the close of business" in
the last sentence of the paragraph.
Section 3. CONTINUATION OF THE AGREEMENT. Except as set forth in this
Amendment, the Agreement shall continue in full force and effect without
modification or change.
Section 4. APPLICABLE LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to conflict of laws principles.
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IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the day and year first above written.
CHECKFREE HOLDINGS CORPORATION
By: /S/ PETER F. SINISGALLI
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Peter F. Sinisgalli, President and COO
CHECKFREE ACQUISITION CORPORATION IV
By: /S/ PETER F. SINISGALLI
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Peter F. Sinisgalli, President
BLUEGILL TECHNOLOGIES, INC.
By: /S/ VINAY GUPTA
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Vinay Gupta, Chief Financial Officer
2
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Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K of our report dated February 28, 2000, included in
CheckFree Holdings Corporation's Current Report on Form 8-K/A No.1 dated March
16, 2000, which is a part of the Registration Statement File No. 0-26802. It
should be noted that we have not audited any financial statements of the company
subsequent to December 31, 1999 or performed any audit procedures subsequent to
the date of our report.
/s/ Arthur Andersen LLP
Ann Arbor, Michigan,
May 12, 2000.
