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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: SEPTEMBER 1, 2000
CHECKFREE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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 July 7, 2000, CheckFree Corporation, a Delaware corporation (the
"Company"), entered into an Amended and Restated Agreement and Plan of Merger
(the "Agreement"), by and among the Company; Microsoft Corporation, a Washington
corporation ("Microsoft"); First Data Corporation, a Delaware corporation
("FDC"); Citibank, N.A., a Delaware corporation ("Citibank", and, together with
Microsoft and FDC, the "Parents"); H&B Finance, Inc., a Washington corporation
and a wholly-owned subsidiary of Microsoft ("H&B"); FDC International Partner
Inc., a Delaware corporation and a wholly-owned subsidiary of FDR Subsidiary
Corp., which is a Delaware corporation and a wholly-owned subsidiary of First
Data Resources, Inc., which is a Delaware corporation and a wholly-owned
subsidiary of FDC ("FDC International"); MSFDC International, Inc., a Delaware
corporation ("International GP"); Citi TransPoint Holdings Inc., a Delaware
corporation and a wholly-owned subsidiary of Citibank ("Citi Holdings" and,
together with H&B and FDC International, the "Holding Subsidiaries"); TransPoint
Acquisition Corporation, a Washington corporation and a wholly-owned direct
subsidiary of the Company ("Merger Sub A"); Tank Acquisition Corporation, a
Delaware corporation and a wholly-owned direct subsidiary of the Company
("Merger Sub B"); Chopper Merger Corporation, a Delaware corporation and a
wholly-owned direct subsidiary of the Company ("Merger Sub C" and, together with
Merger Sub A and Merger Sub B, the "Merger Subsidiaries"); CheckFree
Corporation, a Delaware corporation and a wholly-owned subsidiary of the
Company; Microsoft II, LLC, a Delaware limited liability company all of the
equity interests in which are owned by Microsoft; and First Data, L.L.C., a
Delaware limited liability company all of the equity interests in which are
owned by FDR, which provided, among other things, for:
(1) the merger of Merger Sub A with and into H&B in accordance
with the applicable provisions of the Washington Business
Corporations Act, pursuant to which H&B shall be the surviving
corporation and shall continue its corporate existence under
the laws of the State of Washington as a wholly-owned direct
subsidiary of the Company;
(2) the merger of Merger Sub B with and into FDC International
in accordance with the applicable provisions of the Delaware
General Corporation Law, pursuant to which FDC International
shall be the surviving corporation and shall continue its
corporate existence under the laws of the State of Delaware as
a wholly-owned direct subsidiary of the Company; and
(3) the merger of Merger Sub C with and into Citi Holdings in
accordance with the applicable provisions of the Delaware
General Corporation Law, pursuant to which Citi Holdings shall
be the surviving corporation and shall continue its corporate
existence under the laws of the State of Delaware as a
wholly-owned direct subsidiary of the Company.
Each of the mergers referred to hereinabove, collectively referred to
hereinafter as the Mergers (the "Mergers").
Under the terms of the Agreement, the Company agreed to acquire all of
the stock of the TransPoint entities in exchange for common stock, $.01 par
value, of the Company (the "Common Stock"). The Mergers were completed on
September 1, 2000. Pursuant to the terms of the Agreement, 17,000,000 shares of
Common Stock were issued. The shares of Common Stock received by the
stockholders of the TransPoint entities have been registered under the
Securities Act of 1933, as amended.
The Company's Board of Directors approved the issuance of the
17,000,000 shares pursuant to the original Agreement and Plan of Merger on
February 11, 2000 and pursuant to the Amended and Restated Agreement and Plan of
Merger on May 31, 2000. The Company's shareholders approved the Mergers and the
issuance of the 17,000,000 shares on September 1, 2000.
The transaction was accomplished through arms-length negotiations
between the Company's management and management of the TransPoint entities.
There was no material relationship between the stockholders of the TransPoint
entities and the Company or any of the Company' affiliates, any of the Company's
directors or officers, prior to this transaction.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of the TransPoint entities, as
audited by their independent auditors for the periods reflected therein
are found on the Company's Form 8-K, dated as of July 12, 2000, and
filed with the Securities and Exchange Commission on July 12, 2000, and
incorporated herein by reference.
(b) PRO FORMA FINANCIAL INFORMATION.
The financial statements required by this item will be filed
within 75 days of the date of this initial Report on Form 8-K.
(c) EXHIBITS.
Exhibit No. Description
2(a) Amended and Restated Agreement and Plan
of Merger (the "Agreement"), by and among
the CheckFree Corporation; Microsoft
Corporation; First Data Corporation;
Citibank, N.A.; H&B Finance, Inc.; FDC
International Partner Inc.; MSFDC
International, Inc.; Citi TransPoint
Holdings Inc.; TransPoint Acquisition
Corporation; Tank Acquisition
Corporation; Chopper Merger Corporation;
Microsoft II, LLC; and First Data, L.L.C.
(Reference is made to Appendix A to the
Registration Statement on Form S-4, as
amended (Registration No. 333-41098),
filed with the Securities and Exchange
Commission on July 10, 2000, and
incorporated herein by reference).
23 Consent of Deloitte & Touche LLP.
99 Press release, dated September 5, 2000,
entitled "CheckFree and TransPoint
Complete Merger." (Reference is made to
Form 8-K, filed with the Securities and
Exchange Commission on September 5, 2000,
and incorporated herein by reference).
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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.
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CHECKFREE CORPORATION
Date: September 15, 2000 /s/ Allen L. Shulman
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By: Allen L. Shulman, Executive Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
2(a) Amended and Restated Agreement
and Plan of Merger (the
"Agreement"), by and among the
CheckFree Corporation; Microsoft
Corporation; First Data
Corporation; Citibank, N.A.; H&B
Finance, Inc.; FDC International
Partner Inc.; MSFDC
International, Inc.; Citi
TransPoint Holdings Inc.;
TransPoint Acquisition
Corporation; Tank Acquisition
Corporation; Chopper Merger
Corporation; Microsoft II, LLC;
and First Data, L.L.C.
(Reference is made to Appendix A
to the Registration Statement on
Form S-4, as amended
(Registration No. 333-41098),
filed with the Securities and
Exchange Commission on July 10,
2000, and incorporated herein by
reference).
23 Consent of Deloitte & Touche LLP.
99 Press release, dated September 5,
2000, entitled "CheckFree and
TransPoint Complete Merger."
(Reference is made to Form 8-K,
filed with the Securities and
Exchange Commission on September
5, 2000, and incorporated herein
by reference).
