form8-k.htm
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)
May
18, 2007
____________________________
Electronic
Clearing House, Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State
or
other Jurisdiction of Incorporation or Organization)
|
000-15245
(Commission
File Number)
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93-0946274
(IRS
Employer Identification No.)
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730
Paseo Camarillo,
Camarillo,
California
93010
(Address
of Principal Executive Offices and zip code)
|
|
(805)
419-8700
(Registrant's
telephone
number,
including area code)
N/A
(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 registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5
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Corporate
Governance and Management
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Retirement
of Chairman and CEO; Appointment of New CEO and Non-Executive
Chairman
On
May 22, 2007, Electronic Clearing
House, Inc., a Nevada corporation (the “Registrant”), announced the upcoming
retirement of its Chairman and Chief Executive Officer, Joel M. (“Jody”) Barry,
effective July 2, 2007, the anticipated date of the Registrant’s Annual Meeting
of Shareholders. The Registrant expects to finalize a retirement
separation arrangement with Mr. Barry prior to its anticipated Annual Meeting
of
Shareholders.
The
Registrant further announced that
upon Mr. Barry’s retirement on July 2, 2007, President and Chief Operating
Officer, Charles J. (“Chuck”) Harris, will assume the position of Chief
Executive Officer, and independent Board of Directors’ member, Richard D. Field,
will assume the role of non-executive Chairman of the Board of
Directors. The Registrant expects that Mr. Field will
remain on the committees of the Board of Directors on which he currently
serves.
Chuck
Harris, age 44, joined the
Registrant in September 2005 as President, Chief Operating Officer and Director.
Prior to joining the Company, Mr. Harris served in executive, operational and
sales leadership positions at prominent organizations including Paymentech
and
Electronic Data Systems. Most recently, from 2002 to 2005, he was President
and
Chief Executive Officer of Merchant Link, a wholly-owned subsidiary of
Paymentech and a supplier of electronic payment technologies and outsourced
services to the point-of-sale market.
Richard
Field, age 66, became a
Director of the Registrant in July 2004. Mr. Field has worked in the financial
services industry for over 40 years as an executive of the Bank of New York,
Chase, and Citigroup, and a director of MasterCard International and Chairman
of
its U.S. Board of Directors. Since his retirement from full time employment
in
1997, Mr. Field has continued his career in the specialty financial services
sector as a co-founder and director of LendingTree, Inc. and as a board member
of Providian Financial Corporation and HPSC, Inc.
No
arrangement or understanding exists
between Messrs. Harris or Field and any other persons pursuant to which Mr.
Harris was appointed to assume the role of Chief Executive Officer of the
Registrant, or pursuant to which Mr. Field was appointed to assume the role
of
non-executive Chairman. Neither of Messrs. Harris or Field has any
family relationship, as that term is defined in Item 401(d) of Regulation S-K,
with any director or officer of the Registrant.
Since
the beginning of the Registrant’s
last fiscal year, Mr. Harris has had no direct or indirect material interest
in
any transaction exceeding $120,000 to which the Registrant was a party, except
for compensation solely resulting from Mr. Harris’ employment relationship with
the Registrant which is disclosed in the Registrant’s Annual Report on Form
10-K.
On
May 22, 2007, the Registrant issued
a press release announcing the retirement of Mr. Barry and the appointment
of
Messrs. Harris and Field, which release is attached hereto as Exhibit 99.1
and
incorporated herein by reference.
Re-election
of Directors
On
May
18, 2007, the Board of Directors of the Registrant confirmed that Messrs. Eugene
H. Lockhart and Carl R. Terzian would not stand for re-election at the
Registrant’s Annual Meeting of Shareholders. The determination by
each of Messrs. Lockhart and Terzian was for personal reasons and not as a
result of any disagreement with the Registrant. Each of Messrs.
Lockhart and Terzian will continue to serve in their current director capacities
through the date of the Annual Meeting of Shareholders.
The
Registrant expects to nominate at least one new director to its Board of
Directors to replace the position held by either Mr. Lockhart or Mr.
Terzian.
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Section
9
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Financial
Statements and Exhibits
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Item
9.01
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Financial
Statements and Exhibits.
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99.1
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Press
Release issued by the Registrant on May 22,
2007.
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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.
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ELECTRONIC
CLEARING HOUSE, INC.
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(Registrant)
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By:
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\s\
Alice Cheung
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Alice
L. Cheung, Treasurer &
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Chief
Financial Officer
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Dated:
May 23, 2007
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Press
Release issued by the Registrant on May 22,
2007.
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