CHECKFREE CORPORATION 8-K
UNITED STATES
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 (Date of earliest event reported): April 16, 2007
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| CHECKFREE CORPORATION |
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| (Exact Name of Registrant as specified in its charter) |
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| Delaware
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0-26802
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58-2360335 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(IRS Employer Identification Number) |
4411 East Jones Bridge Road
Norcross, Georgia 30092
(678) 375-3000
(Address, including zip code, and telephone number
including area code of Registrants
principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On April 12, 2007, CheckFree Corporation (CheckFree) submitted an additional responsive
document required by the pre-merger notification and report form under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (HSR Act) to the Federal Trade Commission (FTC) and
Department of Justice (DOJ) relating to the proposed acquisition of Corillian Corporation by
CheckFree. As a result, the FTC and DOJ have informed CheckFree that the HSR Act waiting period
will recommence as of April 12, 2007 and expire at 11:59 p.m. on May 14, 2007, unless earlier
terminated by federal antitrust authorities, or extended by a request for additional information
from such authorities. In addition to the antitrust regulatory review, the proposed acquisition is
subject to approval by Corillians shareholders and the satisfaction or waiver of other customary
closing conditions.
CheckFree continues to anticipate that the proposed acquisition will close in the second
calendar quarter of 2007 shortly following the requisite approval by Corillians shareholders, the
expiration or termination of the antitrust waiting period and the satisfaction or waiver of all
other closing conditions. However, the timing of the closing could be affected by an early
termination of the antitrust waiting period or the issuance of any additional requests for
information from the DOJ Antitrust Division.
The information in this Item 7.01 of Form 8-K shall not be treated as filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act.
Forward-Looking Statements
This Form 8-K contains forward-looking statements that are made pursuant to the Safe
Harbor Provisions of the Private Securities Litigation Reform Act of 1995, including statements
regarding the expiration or termination of the HSR Act waiting period and anticipated closing date
of the proposed acquisition. Forward-looking statements relating to expectations about future
results or events are based upon information available as of todays date, and there is no assumed
obligation to update any of these statements. The forward-looking statements are not guarantees of
future performance, and actual results may vary materially from the results and expectations
discussed. For instance, although Corillian and CheckFree have signed an agreement for a subsidiary
of CheckFree to merge with and into Corillian, there is no assurance that they will complete the
proposed merger. The proposed merger may not occur if the companies do not receive necessary
approval of Corillians shareholders, or if it is blocked by a governmental agency, or if either
Corillian or CheckFree fail to satisfy other conditions to closing. Other risks and uncertainties
to which CheckFree is subject are discussed in its reports filed with the Securities and Exchange
Commission (the SEC) under the caption Risk Factors and elsewhere, including, without limitation,
its Annual Report on Form 10-K for the year ended June 30, 2006 (filed September 8, 2006),
Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (filed November 8, 2006),
and Quarterly Report on Form 10-Q for the quarter ended December 31, 2006 (filed February 8, 2007).
One or more of these factors have affected, and could affect CheckFrees business and financial
results in future periods, and could cause actual results and issues related to the merger
transaction to differ materially from plans and projections. Any forward-looking statement is
qualified by reference to these risks, uncertainties and factors. Forward-looking statements speak
only as of the date of the documents in which they are made. These risks, uncertainties and factors
are not exclusive, and CheckFree undertakes no obligation to publicly update or review any
forward-looking statements to reflect events or circumstances that may arise after the date of this
release, except as required by law.
SIGNATURE
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
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Date: April 16, 2007
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By:
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/s/ David E. Mangum |
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David E. Mangum, Executive Vice |
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President and Chief Financial Officer |