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1 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: MARCH 11, 1998 ---------------------------- CHECKFREE HOLDINGS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------------------- Delaware 0-26802 58-2360335 - ---------------- ---------------------- ---------------------- (STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER JURISDICTION OF IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) ---------------------------- 4411 East Jones Bridge Road Norcross, Georgia 30092 (770) 441-3387 (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) 2 ITEM 5. OTHER EVENTS On March 11, 1998, CheckFree Holdings Corporation, a Delaware corporation ("CheckFree"), and Integrion Financial Network ("Integrion") announced today that they had signed an agreement whereby CheckFree will assume the management of Integrion's Herndon, Virginia operations in the summer of 1998 (the "Herndon Agreement"). This operation, which handles bill payment fulfillment and customer service, serves approximately 50 financial institution customers of Integrion. The Herndon Agreement is a significant step in the 10-year processing Strategic Alliance Agreement announced in October 1997 in which CheckFree will become the supplier of back-end electronic billing and payment processing services to Integrion customers. In turn, Integrion's Interactive Financial Services (IFS) platform will become CheckFree's preferred front-end system for routing financial transactions. Upon completion of the Herndon Agreement, Integrion warrants on three million shares of CheckFree stock became vested, exercisable at $20 15/16. CheckFree plans to take a non-cash charge of $30 to $40 million related to such warrants at the end of the quarter ended March 31, 1998. CheckFree's press release issued March 11, 1998 regarding the Herdon Agreement is attached as an exhibit to this report and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit No. Description 99 Press release of CheckFree Corporation issued March 11, 1998, regarding the Herdon Agreement. 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: March 13, 1998 By: /s/ James S. Douglass ---------------------------------------- James S. Douglass, Executive Vice President and Chief Financial Officer 2 3 EXHIBIT INDEX Exhibit No. Description 99 Press release of CheckFree Corporation issued March 11, 1998, regarding the Herdon Agreement. 3
1 Exhibit 99 Media contacts: CheckFree Corporation Laurinda Wilson (770) 840-1608 laurinda_wilson@atl.checkfree.com Larry Simonberg (212) 684-4440 lsimonberg@weisergroup.com INTEGRION AND CHECKFREE SIGN AGREEMENT FOR PROCESSING PARTNERSHIP PHILADELPHIA (March 11, 1998) -- CheckFree Corporation (NASDAQ: CKFR) and Integrion Financial Network announced today that they had signed an agreement whereby CheckFree will assume the management of Integrion's Herndon, Virginia operations later this summer. This operation, which handles bill payment fulfillment and customer service, serves approximately 50 financial institution customers of Integrion. The agreement is a significant step in the 10-year processing Strategic Alliance Agreement announced in October 1997 in which CheckFree will become the supplier of back-end electronic billing and payment processing services to Integrion customers. In turn, Integrion's Interactive Financial Services (IFS) platform will become CheckFree's preferred front-end system for routing financial transactions. Upon completion of today's outsourcing agreement, Integrion warrants on three million shares of CheckFree stock will be vested, exercisable at $20 15/16. CheckFree plans to take a non-cash charge of $30 to $40 million related to such warrants at the end of the quarter ended March 31, 1998. Both parties expressed satisfaction that another milestone in their relationship had been reached on schedule. CheckFree and Integrion are jointly developing the next generation banking, bill payment and presentment platform based on Integrion's IFS platform and CheckFree's processing infrastructure. ABOUT INTEGRION FINANCIAL NETWORK Integrion Financial Network provides interactive banking and electronic commerce solutions to financial institutions. Through the Interactive Financial Services (IFS) platform, Integrion offers financial institutions a network through which electronic transactions flow from multiple consumer access points to a bank's host system and/or processor. Integrion's operating philosophy allows banks to determine the manner and format in which home banking and electronic commerce services are offered, ensuring consistency with the bank's full range of services, effective branding by the bank and maximum customer benefit. The owners of Integrion are ABN AMRO North America, Bank One, Bank of America, Citibank, Comerica, First Chicago NBD, First Union National Bank, Fleet Financial, IBM, KeyCorp, Mellon Bank, Michigan National Bank, NationsBank, Norwest, PNC Bank, Royal Bank of Canada, US Bancorp, Visa U.S.A and Washington Mutual, Inc. Additional information about Integrion can be found on the Internet at www.integrion.net. ABOUT CHECKFREE Founded in 1981, CheckFree Corporation (www.checkfree.com) is a wholly owned subsidiary of CheckFree Holdings Corporation and is the leading provider of electronic commerce services, software and related products for more than 2.2 million consumers, 1,000 businesses and 850 financial institutions. CheckFree designs, develops and markets services that enable its members to make electronic payments and collections, automate paper-based recurring financial transactions and conduct secure transactions on the Internet. ###