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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under
the Securities Exchange Act of 1934
(Amendment No. 5)*
Tier Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
88650Q100
(CUSIP Number)
John C. Rutherford
265 Franklin Street
18th Floor
Boston, MA 02110
Telephone: (617) 960-4000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
WITH A COPY TO:
Joshua N. Korff
Kirkland & Ellis LLP
153 East 53rd Street
New York, New York 10022
(212) 446-4800
December 19, 2008
(Date
of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 88650Q100 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Giant Investment, LLC |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person(1) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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(1) See discussion in Item 5 of this Schedule 13D.
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CUSIP No. 88650Q100 |
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1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person(2) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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(2) See discussion in Item 5 of this Schedule 13D.
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CUSIP No. 88650Q100 |
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1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person(3) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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(3) See discussion in Item 5 of this Schedule 13D.
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CUSIP No. 88650Q100 |
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person(4) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(4) See discussion in Item 5 of this Schedule 13D.
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CUSIP No. 88650Q100 |
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person(5) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(5) See discussion in Item 5 of this Schedule 13D.
6
CUSIP No. 88650Q100 |
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person(6) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(6) See discussion in Item 5 of this Schedule 13D.
7
CUSIP No. 88650Q100 |
This Statement on Schedule 13D/A (this Statement) relates to the shares of Common Stock, par value $0.01 per share , (the Common Stock) of Tier Technologies, Inc. (Tier). This Statement is filed by Giant Investment, LLC, a Delaware limited liability company (Giant); Parthenon Investors II, L.P., a Delaware Limited Partnership (Parthenon); PCap Partners II, LLC, a Delaware limited liability company (PCap Partners); PCap II, LLC, a Delaware limited liability company (PCap II); John C. Rutherford and Ernest K. Jacquet.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D originally filed on July 15, 2005 and amended on August 9, 2005, December 19, 2005, February 9, 2007 and October 3, 2007 is hereby amended further as follows:
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CUSIP No. 88650Q100 |
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Item 5. |
Interest in Securities of the Issuer |
Item 5 has been amended or supplemented as follows: As of December 30, 2008: |
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(a)-(b) Giant directly beneficially owns 1,799,322 shares of Common Stock, representing approximately 9.1% of the outstanding Common Stock of Tier based on 19,734,463 shares of Common Stock outstanding as reported in Tiers annual report on Form 10-K filed on December 10, 2008. Accordingly, as parents of Giant, each of Parthenon (managing member of Giant), PCap Partners (general partner of Parthenon) and PCap II (managing member of PCap Partners) may be deemed to beneficially own their proportional interest in the shares of Common Stock directly beneficially owned by Giant, comprising 1,748,401 shares of Common Stock, representing approximately 8.9% of the outstanding Common Stock of Tier. |
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Additionally, as control persons of various entities indirectly investing in Giant, each of Mr. Rutherford and Mr. Jacquet may be deemed to beneficially own a proportional interest in the shares of Common Stock directly beneficially owned by Giant comprising 1,799,322 shares of Common Stock, representing approximately 9.1% of the outstanding Common Stock of Tier. |
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(c) The following transactions in the Issuers Common Stock were executed by the respective reporting persons identified in the table below, in the 60 days prior to the date of this report. Each of the transactions were sales of Common Stock and were made in the open market. |
Transaction Date |
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Number of Shares |
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Number of Shares |
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Number of |
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Price Per |
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10/27/2008 |
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280 |
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272 |
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280 |
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$ |
4.95 |
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12/16/2008 |
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1,152 |
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1,119 |
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1,152 |
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$ |
4.45 |
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12/19/2008 |
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124,178 |
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120,664 |
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124,178 |
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$ |
4.90 |
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9
CUSIP No. 88650Q100 |
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Item 7. |
Material to Be Filed as Exhibits |
99.1. Joint Filing Agreement |
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CUSIP No. 88650Q100 |
After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 30, 2008
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Giant Investment, LLC |
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By: Parthenon Investors
II, L.P., |
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By: PCap Partners II,
LLC, |
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By: PCap II, LLC, |
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By: /s/ John C. Rutherford |
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Name: John C. Rutherford |
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Title: Managing Member |
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Parthenon Investors II, L.P. |
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By: PCap Partners II,
LLC, |
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By: PCap II, LLC, |
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By: /s/ John C. Rutherford |
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Name: John C. Rutherford |
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Title: Managing Member |
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PCap Partners II, LLC |
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By: PCap II, LLC, |
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By: /s/ John C. Rutherford |
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Name: John C. Rutherford |
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Title: Managing Member |
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CUSIP No. 88650Q100 |
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PCap II, LLC |
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By: /s/ John C. Rutherford |
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Name: John C. Rutherford |
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Title: Managing Member |
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/s/ John C. Rutherford |
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Name: John C. Rutherford |
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/s/ Ernest K. Jacquet |
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Name: Ernest K. Jacquet |
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CUSIP No. 88650Q100 |
INDEX TO EXHIBITS
Exhibit |
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Document |
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99.1. |
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Joint Filing Agreement |
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13