formdefm14a.htm
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed
by
the Registrant x
Filed
by
a Party other than the Registrant ¨
Check
the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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x
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Soliciting
Material Under Rule 14a-12
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ELECTRONIC
CLEARING HOUSE, INC.
(Name
of Registrant as Specified in its Charter)
Payment
of Filing Fee (Check the appropriate box):
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¨
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Fee
computed on table below per
Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities
to which transaction
applies:
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(2)
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Aggregate
number of securities to
which transaction applies:
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(3)
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Per
unit price or other
underlying value of transaction computed pursuant to Exchange Act
Rule
0-11:
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(4)
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Proposed
maximum aggregate value
of transaction:
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Fee
paid previously with
preliminary materials.
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¨
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Check
box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the
filing for which the offsetting fee was paid previously. Identify
the
previous filing by registration statement number, or the form or
schedule
and the date of its filing.
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(1)
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Amount
Previously
Paid:
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(2)
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Form,
Schedule or Registration
Statement No.:
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Filed
by
Electronic Clearing House, Inc. Pursuant to Rule 14a-12
Under
the
Securities Exchange Act of 1934
Subject
Company: Electronic Clearing House, Inc.
Commission
File No.: 000-15245
The
following letter to Electronic Clearing House, Inc. ("ECHO") employees,
announcing the signing of a definitive agreement for the acquisition by Intuit
Inc. ("INTUIT") of ECHO, was issued by ECHO on December 19, 2007:
December
19, 2007
ECHO
Team Members:
Today
we
announced that we have entered into an agreement to be acquired by Intuit.
We
are very excited about the opportunity to join forces with Intuit, and what
it
means for ECHO’s future and our employees.
As
many
of you know, Intuit signed an agreement to acquire ECHO in December 2006, but
the parties mutually terminated the arrangement the following March. Since
that
time, we have refocused our business while continuing to generate revenue
growth. With ECHO's business changes and solid performance, both companies
now
agree that conditions are more favorable for a successful
acquisition.
ECHO
& Intuit: a great strategic fit
As
Brad
Smith, senior vice president and general manager of Intuit’s small business
group, states in their press release, “Since our last discussions with ECHO,
we’ve continued to survey the market and believe today, as we did then, that
ECHO is a great strategic fit for Intuit.”
Intuit
has very strong product brands and a keen focus on customer-driven
innovation. It is a leading provider of business, financial
management, and tax solutions for small businesses, consumers and accountants.
Many of you may already use products such as Quicken or TurboTax.
Intuit
provides payment processing services to many small and mid-sized businesses
through its Innovative Merchant Solutions division. Intuit is excited
about the opportunity to leverage our technology platform and end-to-end payment
solution to continue to bring new and innovative products to
market.
Combined
with our people, technology, and customers, we believe that Intuit will be
very
well positioned to accelerate its expansion into the rapidly growing and
underserved payment processing market for small to mid-sized companies.
Together, our goal is to continue to help customers increase revenue by
maximizing their payment options and reducing their costs by working with one
provider for all of their payment needs.
ECHO
& Intuit: a great cultural fit
Another
reason we are so excited about this combination is that ECHO and Intuit have
very similar corporate cultures. Intuit has a long demonstrated commitment
to
employees and to maintaining a strong workplace culture. It has been named
as
one of FORTUNE Magazine’s “100 Best Companies to Work For” for six years and has
also won numerous employer awards. We believe the people at ECHO and
Intuit are going to make a great team.
For
more
information about Intuit, please feel free to access their Web site at
www.intuit.com.
Learn
more: all-hands meeting today
We
expect
this transaction to close in the first quarter of calendar year 2008, when
we
will begin integrating the two companies. Until the deal closes, we
should approach our work with a “business as usual” attitude. It’s important for
all of us to remain focused on serving our customers.
I
encourage you to join me for an all-hands meeting today at 3:00 PT (ECHOtorium),
4:00 MT (ABQ). People located off-site should dial 1-800-966-8704 and enter
code
8502 to participate. We may not have all the answers today, but we
will periodically update you on our progress and provide you with answers as
soon as we can.
In
closing…
Over
the
past 20 years, ECHO has built a solid foundation, represented by our superior
reputation, outstanding products and services, sound technology, distinguished
customers and, most importantly, great people. This transaction is, in large
part, possible because of the contributions our employees have made over the
years to build ECHO into the strong company it is today. I
thank each one of you for your dedication, professionalism and commitment to
our
business.
Sincerely,
Chuck
Harris
President
Forward-Looking
Statements
This
letter includes forward-looking statements, including
those regarding the proposed acquisition of ECHO by Intuit and the
anticipated reach, capabilities and opportunities for the combined company,
future products and services, expected benefits to merchants and other
customers, market opportunities, expected customer base, and the anticipated
closing of the transaction. These statements are based on certain
assumptions and reflect our current expectations. Statements including words
such as “anticipate,” “propose,” “estimate,” “believe” or “expect” and
statements in the future tense are forward-looking statements. These
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause the actual results, performance or
achievements to differ materially from any future results, performance, or
achievements discussed or implied by such forward-looking statements. Some
of
the factors that could cause results to differ materially from the expectations
expressed in these forward-looking statements include the
following: the risk that the proposed transaction may not be
completed in a timely manner, if at all; disruption from the transaction making
it more difficult to maintain relationships with customers, employees or
suppliers; risks related to the successful offering of the combined company's
products and services; the risk that the anticipated benefits of the merger
may
not be realized; and other risks that may impact Intuit’s and ECHO’s
businesses, some of which are discussed in the companies’ reports filed with the
Securities and Exchange Commission (the “SEC”) under the caption "Risks That
Could Affect Future Results" or "Risk Factors" and elsewhere, including, without
limitation, Intuit's Form 10-K for the fiscal year ended July 31, 2007 and
ECHO's 10-K for the year ended September 30, 2007. Copies of
Intuit's and ECHO's filings with the SEC can be obtained on their
websites, or at the SEC’s website at www.sec.gov. You can also obtain Intuit’s
report through its Web site at http://www.intuit.com/about_intuit/investors
and
ECHO’s reports through its Web site at
http://www.echo-inc.com/investors.html. Any forward-looking
statement is qualified by reference to these risks, uncertainties and
factors.
If
any of
these risks or uncertainties materializes, the acquisition may not be
consummated, the potential benefits of the acquisition may not be realized,
the
operating results of Intuit and ECHO could suffer, and actual results could
differ materially from the expectations described in these forward-looking
statements. Forward-looking statements speak only as of the date of
the document in which they are made. These risks, uncertainties and factors
are
not exclusive, and Intuit and ECHO undertake no obligation to publicly
update or revise any forward-looking statements to reflect events or
circumstances that may arise after the date of this letter.
Additional
Information About the Proposed Transaction and Where You Can Find
It
This
letter may be deemed to be a solicitation in respect of the proposed acquisition
of ECHO by Intuit. In connection with the proposed transaction,
ECHO intends to file a proxy statement and other relevant materials
with the Securities and Exchange Commission (“SEC”). BEFORE MAKING ANY VOTING
DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF ECHO
ARE URGED TO READ THE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND THE OTHER
RELEVANT MATERIALS FILED BY ECHO WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and
other relevant materials, when available, and any other documents filed by
ECHO with the SEC, may be obtained free of charge at the SEC’s website
at www.sec.gov. In addition, stockholders of ECHO may obtain
free copies of the documents filed with the SEC by contacting ECHO’s
Investor Relations at 730 Paseo Camarillo, Camarillo, California, 93010,
Telephone: (800) 233-0406. You may also read and copy any reports, statements
and other information filed by ECHO with the SEC at the SEC public
reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further
information on its public reference room.
ECHO and
its executive officers and directors may be deemed to be participants in the
solicitation of proxies from ECHO stockholders in favor of the proposed
transaction. Certain executive officers and directors of ECHO
have interests in the transaction that may differ from the interests
of
stockholders generally. These interests will be described in the proxy statement
when it becomes available.
In
addition, Intuit and its executive officers and directors may be deemed to
be
participants in the solicitation of proxies from ECHO’s stockholders in
favor of the approval of the proposed transaction. Information concerning
Intuit's directors and executive officers is set forth in Intuit's proxy
statement for its 2007 annual meeting of stockholders, which was filed with
the
SEC on November 1, 2007, and annual report on Form 10-K filed with the SEC
on
September 14, 2007. These documents are available free of charge at the SEC’s
web site at www.sec.gov or by going to Intuit’s Investor Relations
Website at http://www.intuit.com/about_intuit/investors.