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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: MAY 22, 2000
CHECKFREE HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-26802 58-2360335
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION OR IDENTIFICATION NUMBER)
ORGANIZATION)
4411 East Jones Bridge Road
Norcross, Georgia 30092
(678) 375-3000
(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 5. OTHER EVENTS.
CheckFree Corporation and the owners of TransPoint announced today that
they had reached an agreement in principle to amend their February 15, 2000
merger agreement. The amendment affects only the structure and mechanics of the
acquisition, and under the new structure the surviving entity will be CheckFree
Holdings Corporation. The current CheckFree Holdings' stockholders will continue
to own a significant majority of the outstanding shares of CheckFree Holdings
following the completion of the merger. None of the economic or business aspects
of the transaction will be otherwise affected.
CheckFree's press release issued May 22, 2000 regarding the agreement
in principle with the owners of TransPoint to amend their February 15, 2000
merger agreement is attached as an exhibit to this report and is incorporated in
this Form 8-K by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
EXHIBIT NO. DESCRIPTION
99 CheckFree Holdings Corporation's Press
Release issued May 22, 2000, regarding the
agreement in principle with the owners of
TransPoint to amend their February 15, 2000
merger agreement.
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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 HOLDINGS CORPORATION
Date: May 22, 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
EXHIBIT NO. DESCRIPTION
99* CheckFree Holdings Corporation's Press Release issued
May 22, 2000, regarding the agreement in principle
with the owners of TransPoint to amend their February
15, 2000 merger agreement.
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* Filed with this report.
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CHECKFREE LOGO
4411 East Jones Bridge Road
Norcross, GA 30092
678-375-3000
Media relations contact: Investor relations contact:
Judy Morris Tina Moore
(678) 375-1595 (678) 375-1278
[email protected] [email protected]
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FOR IMMEDIATE RELEASE
CHECKFREE ANNOUNCES AMENDMENT TO TRANSPOINT MERGER AGREEMENT
ATLANTA - (May 22, 2000) -- CheckFree Corporation (NASDAQ: CKFR) and the owners
of TransPoint announced today that they had reached an agreement in principle to
amend their February 15, 2000 merger agreement. The amendment affects only the
structure and mechanics of the acquisition, and under the new structure the
surviving entity will be CheckFree Holdings Corporation (NASDAQ: CKFR). The
current CheckFree Holdings' stockholders will continue to own a significant
majority of the outstanding shares of CheckFree Holdings following the
completion of the merger. None of the economic of business aspects of the
transaction will be otherwise affected.
ABOUT CHECKFREE
CheckFree (www.checkfree.com) is the leading provider of financial electronic
commerce services and products. Founded as an electronic payments processor in
1981, CheckFree launched the first fully integrated electronic billing and
payment solution, CheckFree E-Billsm, in March of 1997. Today, CheckFree
services enable 3.3 million consumers to receive and pay bills over the Internet
or electronically. The Company has multi-year contracts with 121 of the nation's
top billers to provide online billing and payment through its network of
partnerships with more than 150 consumer service providers (CSPs), including
banks, brokerage firms, Internet portals and content sites, and personal
financial management (PFM) software. CheckFree's Investment Services division
provides a range of investment management services to help more than 255
institutions provide portfolio management and reporting services to their
clients. CheckFree clients manage over 820,000 portfolios totaling more than
$480 billion in assets. Software and services provided by CheckFree's Compliance
and Financial Service division are used to process more than two-thirds of the
nation's six billion Automated Clearing House (ACH) payments. In addition,
nearly 400 banks and businesses use reconciliation products and services the
division provides.
Certain of the Company's statements in this press release are not purely
historical, and as such are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These include statements
regarding management's intentions, plans, beliefs, expectations or projections
of the future. Forward-looking statements involve risks and uncertainties,
including without limitation, the various risks inherent in the Company's
business, and other risks and uncertainties detailed from time to time in the
Company's periodic reports filed with the Securities and Exchange Commission,
including Form 10-K for the year ended June 30, 1999 (filed September 24, 1999),
Form 10-Q for the quarter ended December 31, 1999 (filed February 10, 2000), and
Form S-3 Registration Statement (filed January 14, 2000). 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. There can be no assurance that the
forward-looking statements made in this document will prove to be accurate, and
issuance of such forward-looking statements should not be regarded as a
representation by the Company, or any other person, that the objectives and
plans of the Company will be achieved. All forward-looking statements made in
this press release are based on information presently available to management,
and the Company assumes no obligation to update any forward-looking statements.
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