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): December 16, 2003
CHECKFREE CORPORATION
(Exact Name of Registrant as specified in its charter)
| Delaware | 0-26802 | 58-2360335 | ||
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| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) | (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)
Item 5. Other Events and Regulation FD Disclosure
Pursuant to a press release dated December 17, 2003 (the Press Release), the Registrant announced that it had entered into an agreement with UIL Holdings Corporation to acquire American Payment Systems, Inc. A copy of the Press Release is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit No. | Description | |
| 99.1* | CheckFree Corporations Press Release dated December 17, 2003. | |
| *Filed herewith. | ||
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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 Corporation | ||||
| Date: | December 17, 2003 | By: /s/ David E. Mangum David E. Mangum, Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1* | CheckFree Corporations Press Release dated December 17, 2003. | |
| *Filed herewith | ||
Exhibit 99.1
| CheckFree® |
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| 4411 East Jones Bridge Road Norcross, GA 30092 678-375-3000 |
Media relations contact: Judy DeRango Wicks (678)375-1595 jdwicks@checkfree.com |
Investor relations contract: Tina Moore (678)375-1278 tmoore@checkfree.com |
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| FOR IMMEDIATE RELEASE | |||||
CheckFree to Acquire American Payment Systems To Establish Leadership
Position in the Walk-In Bill Payment Market
ATLANTA (December 17, 2003) CheckFree Corporation (Nasdaq: CKFR), the leading provider of financial electronic commerce services and products, today announced an agreement with UIL Holdings Corporation (NYSE: UIL) to acquire American Payment Systems, Inc. (APS), a leading U.S. provider of walk-in bill payment services.
Based in Wallingford, Connecticut, APS provides walk-in bill payment services through an extensive national network of more than 8,000 retail and agent locations, which reaches 70 percent of consumers in the top 75 U.S. metropolitan areas. Today, APS enables 7 million households to pay for services in-person. The company serves hundreds of billers with contracted payment services and manages a growing network of non-contracted billers for electronic transaction processing. For 2003, APS expects to process nearly 120 million payments.
This new bill payment channel significantly extends our reach in electronic billing and payment. CheckFree is the leading provider of electronic billing and payment services, but we do not reach the 20 percent of the U.S. population who pay their bills in person in retail locations around the country, said Pete Kight, chairman and chief executive officer of CheckFree. Combining APS retail footprint with our current electronic billing and payment offering greatly enhances our value proposition to billers. In addition, APS walk-in bill payment transactions leverage the efficiencies and economies of scale delivered through our end-to-end payment processing infrastructure.
Under the terms of the agreement, and pending receipt of regulatory approvals and satisfaction of customary closing conditions, CheckFree will pay approximately $110 million in cash for the outstanding stock of APS. The transaction is expected to close before the end of CheckFrees 2004 fiscal year, which closes on June 30, 2004. CheckFree will provide specific financial guidance for this transaction upon closing.
As part of the deal, CheckFree also acquires APS prepaid stored value MasterCard business, which leverages the same retail network to provide APS agents with an additional payment service to meet the needs of consumers who may not have an established banking relationship. CheckFree is not acquiring APS prepaid telephony business, which is managed via a joint venture and is not aligned strategically with CheckFrees goals for the acquisition. The lines of business that CheckFree is acquiring have combined annual revenue, net of certain agent commissions, of more than $40 million per year.
- more -
About American Payment Systems (www.apsnet.com)
About CheckFree (www.checkfreecorp.com)
CheckFrees Software division provides solutions through three operating units: CheckFree ACH Solutions, CheckFree Financial and Compliance Solutions (CFACS), and CheckFree i-Solutions. CheckFree ACH Solutions provides software and services that are used to process more than two-thirds of the nations nine billion Automated Clearing House payments, while CFACS provides reconciliation, financial messaging, workflow and compliance software and services to more than 600 organizations in banking, brokerage, investment management, insurance and credit card industries, among others. CheckFree i-Solutions is the leading provider of e-billing and e-statement software and services for both business-to-consumer and business-to-business applications, with more billers as clients than all of its competitors have combined.
Certain of CheckFrees 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 managements intentions, plans, beliefs, expectations or projections of the future. Forward-looking statements involve risks and uncertainties, including without limitation, the risk that regulatory approvals of the transaction may not be obtained, the various risks inherent in CheckFrees business, and other risks and uncertainties detailed from time to time in CheckFrees periodic reports filed with the Securities and Exchange Commission, including CheckFrees Annual Report on Form 10-K for the year ended June 30, 2003 (filed September 15, 2003), and Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (filed November 13, 2003). One or more of these factors have affected, and could in the future affect CheckFrees 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 press release will prove to be accurate, and issuance of such forward-looking statements should not be regarded as a representation by CheckFree, or any other person, that the objectives and plans of CheckFree will be achieved. All forward-looking statements made in this press release are based on information presently available to management, and CheckFree assumes no obligation to update any forward-looking statements.
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