SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
(Amendment No. 1)*
ELECTRONIC CLEARING HOUSE, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Laura A. Fennell, Esq.
2700 Coast Avenue
Mountain View, CA 94043
with a copy to:
Michael Dorf, Esq.
OMelveny & Myers LLP
Embarcadero Center West
275 Battery Street, Suite 2600
San Francisco, California 94111
Telephone: (415) 984-8700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 15, 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
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies of this statement
are to be sent.
*The remainder of this cover page shall be filled out for a
reporting persons 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).
This Amendment No. 1 amends the Schedule 13D of Intuit filed on December 26, 2007 (the Schedule).
Items 3 and 5 of the Schedule are amended as set forth below to reflect the entry by Intuit into an
additional Voting Agreement, as well as a change to the number of shares of Common Stock
that may be deemed to be beneficially owned by Intuit. Other than as set forth below, to the best
knowledge of Intuit, there has been no material change in Items 1, 2, 4, 6 or 7 of the Schedule.
Capitalized terms used herein but not defined have the meanings assigned to them in the Schedule.
This Amendment No. 1 is being filed voluntarily to report a change in the number of shares of
Common Stock Intuit may be deemed to beneficially own, which change aggregates to less than
1% of the shares of the Common Stock outstanding. The filing of this Amendment No. 1 should
not be deemed an admission by Intuit that the change in the number of shares set forth herein
represents a material change in the shares of Common Stock it may be deemed to beneficially
own. Intuit disclaims beneficial ownership of any shares of Common Stock, and this
Amendment No. 1 shall not be construed as an admission that either Intuit is, for any or all
purposes, the beneficial owner of the securities covered by the Schedule.
Amendment and Restatement of Item 3. Source and Amount of Funds or Other Consideration
The Voting Agreements described in Item 4 of this Schedule 13D (the terms of which are
hereby incorporated by reference) were entered into by Intuit and each of Aristides W.
Georgantas, Herbert L. Lucas, Jr., Richard D. Field, Jerry McElhatton, Keith Hall, Alice
Cheung, Stephen D. Hoofring, Patricia M. Williams, Richard Lee Slater, Karl J. Asplund,
Charles Harris, Kris Winckler, Jack Wilson, Sharat Shankar and Neshawn Alikian
(collectively, the Stockholders), who are all the directors and executive officers of
ECHO. The Stockholders entered into the Voting Agreements as an inducement to Intuit to
enter into the Merger Agreement described in Item 4 (the terms of which are hereby
incorporated by reference). Intuit did not pay additional consideration to the Stockholders
in connection with the execution and delivery of their respective Voting Agreements and thus
no funds were used for such purpose.
Amendment to Item 5. Interest in Securities of the Issuer
(a)-(b) are hereby amended and restated as follows:
By virtue of the Voting Agreements, Intuit may be deemed to share with the Stockholders the
power to vote the Shares subject to the Voting Agreements. As a result of the Voting
Agreements, Intuit may be deemed to be the beneficial owner of the Shares subject to the
Voting Agreements, which, assuming the exercise of options to acquire
shares of Common Stock exercisable
within the next 60 days (based on information provided by the
equals an aggregate of 951,678 shares of Common Stock, representing approximately 12.8% of
the issued and outstanding shares of voting stock of the Company.1 By virtue of
the Voting Agreements, Intuit may be deemed to share with the Stockholders the power to vote
the Shares subject to the Voting Agreements. Intuit, however, hereby disclaims beneficial
ownership of the Shares subject to the Voting Agreements, and this statement shall not be
construed as an admission that either Intuit is, for any or all purposes, the beneficial
owner of the securities covered by this statement.
|The total number of issued and outstanding shares of
voting stock of the Company equals the sum of (a) 7,040,379 shares of Common
Stock issued and outstanding as of December 31, 2007 (based on information
provided by the Company) and (b) 7,421,479 shares of Common Stock deemed to be
outstanding pursuant to Rule 13d-3(d)(1) (based on information provided by the