<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 2000

                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-3

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           --------------------------

                              CARREKER CORPORATION

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                 <C>
                     DELAWARE                                           75-1622836
 (State or other jurisdiction of incorporation or          (I.R.S. Employer Identification No.)
                   organization)
</TABLE>

                       4055 VALLEY VIEW LANE, SUITE 1000
                              DALLAS, TEXAS 75244
                                 (972) 458-1981

              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive office)

                             JOHN D. CARREKER, JR.
               CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                       4055 VALLEY VIEW LANE, SUITE 1000
                              DALLAS, TEXAS 75244
                                 (972) 458-1981

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           --------------------------

                                   COPIES TO:

<TABLE>
<S>                                                 <C>
                 JOHN B. MCKNIGHT                                    M. HILL JEFFRIES
                   WHIT ROBERTS                                      Alston & Bird LLP
             Locke Liddell & Sapp LLP                               One Atlantic Center
           2200 Ross Avenue, Suite 2200                         1201 West Peachtree Street
                Dallas, Texas 75201                               Atlanta, Georgia 30309
                  (214) 740-8000                                      (404) 881-7000
</TABLE>

                            ------------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
                           --------------------------

    If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
      TITLE OF EACH CLASS OF              AMOUNT TO         OFFERING PRICE          AGGREGATE            AMOUNT OF
    SECURITIES TO BE REGISTERED         BE REGISTERED          PER SHARE         OFFERING PRICE      REGISTRATION FEE
<S>                                  <C>                  <C>                  <C>                  <C>
Common Stock, $.01 par value per
  share............................     4,600,000 (1)         $18.50 (2)         $85,100,000 (2)        $22,466.40
</TABLE>

(1) Includes 600,000 shares as to which the selling stockholders will grant the
    underwriters an option to cover over-allotments, if any.

(2) Estimated solely for the purposes of calculating the registration fee.

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                  SUBJECT TO COMPLETION, DATED OCTOBER 3, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES, IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
                                     [LOGO]

                                4,000,000 SHARES

                                  COMMON STOCK

    Carreker Corporation is offering 2,000,000 shares of its common stock and
the selling stockholders are offering an additional 2,000,000 shares. Carreker
Corporation's common stock is traded on the Nasdaq National Market under the
symbol "CANI." The last reported sale price of the common stock on the Nasdaq
National Market on October 2, 2000 was $20.19 per share.

                            ------------------------

                 INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
                    SEE "RISK FACTORS" BEGINNING ON PAGE 7.

                            ------------------------

<TABLE>
<CAPTION>
                                                               PER SHARE          TOTAL
                                                              -----------      -----------
<S>                                                           <C>              <C>
Public Offering Price.......................................  $                $
Underwriting Discount.......................................  $                $
Proceeds to Carreker........................................  $                $
Proceeds to the Selling Stockholders........................  $                $
</TABLE>

    THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    The selling stockholders have granted the underwriters a 30-day option to
purchase up to an additional 600,000 shares of common stock to cover
over-allotments.

                            ------------------------

ROBERTSON STEPHENS
                    CHASE H&Q
                                 U.S. BANCORP PIPER JAFFRAY

             THE DATE OF THIS PROSPECTUS IS                 , 2000
<PAGE>
Table in middle of page with oval containing the phrase "Carreker Solutions"
surrounded by four triangles containing the following phrases "Revenue
Enhancement," "PaymentSolutions," "Enterprise Solutions" and "CashSolutions."

                                     [LOGO]
<PAGE>
    YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF OUR
COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS
PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE
OF OUR COMMON STOCK. IN THIS PROSPECTUS, "CARREKER CORPORATION," "CARREKER,"
"WE," "OUR" AND "US" REFER TO CARREKER CORPORATION, A DELAWARE CORPORATION, AND
ITS SUBSIDIARIES.

                            ------------------------

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Summary.....................................................      4
Risk Factors................................................      7
Forward Looking Statements..................................     19
Use of Proceeds.............................................     20
Price Range of Common Stock.................................     21
Dividend Policy.............................................     21
Capitalization..............................................     22
Selected Consolidated Financial Data........................     23
Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................     25
Business....................................................     38
Management..................................................     49
Principal and Selling Stockholders..........................     52
Underwriting................................................     54
Legal Matters...............................................     56
Experts.....................................................     56
Where You Can Find More Information.........................     57
</TABLE>

                            ------------------------

                                       3
<PAGE>
                                    SUMMARY

    THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS. THIS SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD
CONSIDER BEFORE INVESTING IN OUR COMMON STOCK. YOU SHOULD READ THE ENTIRE
PROSPECTUS CAREFULLY, INCLUDING THE INFORMATION THAT WE HAVE INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, BEFORE MAKING AN INVESTMENT DECISION. UNLESS
INDICATED OTHERWISE, WE HAVE ASSUMED IN THIS PROSPECTUS THAT THE UNDERWRITERS
WILL NOT EXERCISE THEIR OVER-ALLOTMENT OPTION.

                              CARREKER CORPORATION

    We are a leading provider of integrated consulting and software solutions
that enable banks to identify and implement e-finance solutions, increase their
revenues, reduce their costs and enhance their delivery of customer services.
Our e-finance solutions use leading-edge technologies to create practical
applications for banks and their customers. We believe that our 22 years of
experience in the banking industry, combined with our professional staff and our
advanced technological expertise, allows us to provide customized solutions for
banks and other financial institutions. Our offerings fall into four groups:

    - REVENUE ENHANCEMENT--increases banks' revenues through market segmentation
      and improved customer pricing structures;

    - PAYMENTSOLUTIONS--assists banks in transitioning from paper to
      electronic-based payment systems and minimizing payment processing
      expenses;

    - ENTERPRISE SOLUTIONS--integrates systems, combines operations and improves
      workflows and internal operational processes; and

    - CASHSOLUTIONS--optimizes inventory management of a bank's cash-on-hand,
      including management of how much cash is needed, when it is needed and
      where it is needed.

    Our customer list includes over 200 financial institutions in the United
States, Canada, the United Kingdom, Ireland and Australia, including 70 of the
largest 100 banks in the United States.

                                  OUR INDUSTRY

    The banking industry is one of the nation's largest industries, with
aggregate assets of approximately $7.2 trillion as of June 2000, according to
the Federal Deposit Insurance Corporation. Today's banking environment is
characterized by continuing consolidation, changing regulations, evolving
technologies and the emergence of the Internet. In order to compete effectively
in this dynamic environment, banks often must identify effective and innovative
solutions to address their unique requirements and redesign, and in some cases
completely replace, their operational systems. International Data Corporation
estimates that banks spent approximately $4.8 billion on information services
outsourcing in 1999 and by 2004 are estimated to spend approximately twice that
amount. Nevertheless, traditional third party solutions are limited, as some
only offer analysis and consultation regarding a bank's operations, while others
only provide specific software applications, resulting in a piecemeal approach
to solutions development. Consequently and in many cases, banks are forced to
use multiple providers, which often results in higher costs, more complex
implementation and delayed realization of benefits. Therefore, banks are in need
of a solution provider specializing in the banking industry that provides
integrated consulting services and technological applications.

                                       4
<PAGE>
                                  OUR SOLUTION

    Our solutions combine consulting services and technological applications
that have the following key characteristics:

    - integrated and consultative approach that enables us to utilize our
      consulting expertise and proprietary technology to serve as a
      single-source provider of fully-integrated solutions that address the
      critical needs of banks. This approach sets us apart from providers of
      partial solutions that require banks to seek costly additional expertise
      or implementation services to attain a complete solution;

    - comprehensive delivery model that enables us to distribute our solutions
      in a variety of ways to meet our clients' needs and to deliver products
      and services to a wider range of clients;

    - latest technological developments that produce software applications which
      can be expanded with minimal effort, are functional and are able to
      interface with a bank's current or legacy systems;

    - compelling business proposition that reduces our clients' investment risk
      by increasing revenues or reducing costs in a relatively short period of
      time. In addition, in appropriate circumstances, we value-price our
      solutions, whereby we receive a percentage of the amount of additional
      revenues or reduced costs achieved by the customer; and

    - broad array of services and technology that enables us to provide a bank
      with an expert solution targeting a narrow area of a bank's operations or
      addressing a broad range of a bank's operational requirements.

                                  OUR STRATEGY

    Our objective is to advance our position as a leading provider of integrated
consulting and software solutions to banks. Key elements of our strategy
include:

    - expanding our customer base by building on our strong relationships with
      larger banks to market our solutions to their peers, selected smaller
      banks and other financial institutions, by partnering with service
      providers or resellers, and by pursuing international customers,
      particularly banks elsewhere in North America, Europe and Australia;

    - cross-marketing our products and services to our existing customers to
      increase revenues through methods that typically do not involve the time
      and customer acquisition costs associated with developing new
      relationships;

    - increasing our use of value-pricing for solutions in appropriate
      circumstances and expanding our practice of structuring license fees for
      software-based solutions to generate a recurring revenue stream;

    - continuing to pursue strategic alliances and acquisitions with selected
      partners whose solutions and expertise, when combined with ours, would
      provide value-added benefits to banks and their customers or would enable
      us to expand our line of e-finance solutions, grow our customer base or
      pursue new business opportunities; and

    - enhancing brand awareness to expand our customer base and attract new
      strategic alliances, acquisition candidates and talented consultants,
      managers and employees.

                                  OUR ADDRESS

    Our principal executive offices are located at 4055 Valley View Lane,
Suite 1000, Dallas, Texas 75244, and our telephone number at that address is
(972) 458-1981. Our website is located at WWW.CARREKER.COM. Information
contained on our website is not part of this prospectus.

                                       5
<PAGE>
                                  THE OFFERING

    The following information is based on the number of our shares of common
stock outstanding as of September 21, 2000. See "Capitalization" for additional
information regarding our outstanding shares of common stock and options to
purchase shares of common stock and other related matters.

<TABLE>
<S>                                                           <C>
Common stock offered by Carreker............................  2,000,000 shares
Common stock offered by the selling stockholders............  2,000,000 shares
Common stock to be outstanding after this offering..........  20,864,552 shares
Use of proceeds.............................................  For working capital, general corporate
                                                              purposes and possible future
                                                              acquisitions
Nasdaq National Market symbol...............................  CANI
</TABLE>

                      SUMMARY CONSOLIDATED FINANCIAL DATA
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

    The following table summarizes the consolidated financial data for our
business. The consolidated balance sheet data has been adjusted to reflect our
sale of 2,000,000 shares of common stock in this offering at an assumed public
offering price of $20.19 per share and the application of the estimated net
proceeds. See "Use of Proceeds" and "Capitalization."

<TABLE>
<CAPTION>
                                                                                              SIX MONTHS ENDED
                                                FISCAL YEAR ENDED JANUARY 31,                     JULY 31,
                                     ----------------------------------------------------   ---------------------
                                       1996       1997       1998       1999       2000       1999        2000
                                     --------   --------   --------   --------   --------   --------   ----------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
CONSOLIDATED STATEMENT OF
  OPERATIONS DATA:
Total revenues.....................  $19,896    $30,535    $42,781    $55,017    $75,820    $33,356     $ 50,722
Income from operations.............    2,709      2,849      4,953      7,150     11,234      4,519        7,193
Net income.........................  $ 1,859    $ 1,360    $ 3,005    $ 5,172    $ 7,894    $ 3,249     $  4,922
                                     =======    =======    =======    =======    =======    =======     ========
Basic earnings per share...........  $  0.15    $  0.11    $  0.24    $  0.32    $  0.43    $  0.18     $   0.27
                                     =======    =======    =======    =======    =======    =======     ========
Diluted earnings per share.........  $  0.14    $  0.10    $  0.21    $  0.30    $  0.42    $  0.17     $   0.25
                                     =======    =======    =======    =======    =======    =======     ========
Shares used in computing basic
  earnings per share...............   12,783     12,154     12,717     16,224     18,456     18,423       18,524
Shares used in computing diluted
  earnings per share...............   13,332     13,118     14,484     17,504     18,980     18,961       19,442
</TABLE>

<TABLE>
<CAPTION>
                                                                                             AS OF JULY 31, 2000
                                                                                            ----------------------
                                                                                             ACTUAL    AS ADJUSTED
                                                                                            --------   -----------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments........................................   $33,856     $ 71,295
Working capital..........................................................................    59,004       96,443
Total assets.............................................................................    92,473      129,912
Total stockholders' equity...............................................................    71,252      108,691
</TABLE>

                                       6
<PAGE>
                                  RISK FACTORS

    BEFORE YOU INVEST IN OUR COMMON STOCK, YOU SHOULD BE AWARE OF VARIOUS RISKS,
INCLUDING THOSE DESCRIBED BELOW. INVESTING IN OUR COMMON STOCK INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THESE RISK FACTORS, TOGETHER WITH
ALL OF THE OTHER INFORMATION INCLUDED AND INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, BEFORE YOU DECIDE WHETHER TO PURCHASE SHARES OF OUR COMMON STOCK.
OUR BUSINESS AND RESULTS OF OPERATIONS COULD BE SERIOUSLY HARMED BY ANY OF THE
FOLLOWING RISKS. THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE TO ANY
OF THESE RISKS, AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT. IN ADDITION,
YOU SHOULD KEEP IN MIND THAT THE RISKS DESCRIBED BELOW ARE NOT THE ONLY RISKS
THAT WE FACE. THE RISKS DESCRIBED BELOW ARE THE RISKS THAT WE CURRENTLY BELIEVE
ARE MATERIAL RISKS OF AN INVESTMENT IN OUR COMMON STOCK. HOWEVER, ADDITIONAL
RISKS NOT PRESENTLY KNOWN TO US, OR RISKS THAT WE CURRENTLY BELIEVE ARE NOT
MATERIAL, MAY ALSO IMPAIR OUR BUSINESS OPERATIONS.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

OUR PERFORMANCE DEPENDS ON THE BANKING INDUSTRY, AND ANY CHANGE IN THE BANKING
INDUSTRY'S DEMAND FOR OUR SOLUTIONS COULD REDUCE OUR REVENUES AND HAVE A
MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

    We derive substantially all of our revenues from solutions provided to banks
and other participants in the banking industry. Accordingly, our future success
significantly depends upon this industry's continued demand for our solutions.
We believe that an important factor in our growth has been substantial changes
in the banking industry in recent years, as manifested by continuing
consolidation, regulatory change, technological innovation, the emergence of the
Internet and other trends. If this environment of change were to slow, we could
experience reduced demand for our solutions. In addition, the banking industry
is sensitive to changes in economic conditions and is highly susceptible to
unforeseen events, such as domestic or foreign political instability, recession,
inflation or other adverse occurrences that may result in a significant decline
in the utilization of bank services. Furthermore, due to concerns regarding data
security and other factors, banks have been and may in the future be hesitant to
adopt electronic solutions, which can adversely affect the demand for our
solutions. Any event that results in decreased consumer or corporate use of bank
services, or increased pressures on banks towards the in-house development and
implementation of revenue enhancement or cost reduction measures, could have a
material adverse effect on our business, financial condition and results of
operations.

A SMALL NUMBER OF CUSTOMERS ACCOUNT FOR A SUBSTANTIAL PORTION OF OUR BUSINESS,
AND THE LOSS OF ANY ONE OF THEM COULD HAVE AN ADVERSE IMPACT ON OUR BUSINESS AND
FINANCIAL CONDITION.

    Our five largest customers accounted for approximately 44%, 35% and 58% of
total revenues during the fiscal years ended January 31, 1998, 1999 and 2000,
respectively, and for approximately 61% of total revenues during the six months
ended July 31, 2000. Wells Fargo & Company and Firstar Bank, N.A. accounted for
approximately 24% and 13% of total revenues during the year ended January 31,
2000, respectively, and Firstar Bank, N.A. and Barclays PLC accounted for
approximately 35% and 10% of total revenues during the six months ended
July 31, 2000, respectively. Our significant customers have changed from period
to period. However, a significant portion of our current revenues is derived
from customers who were major customers in prior years, and we are therefore
dependent to a significant degree on our ability to maintain our existing
relationships with these customers. There can be no assurance that we will be
successful in maintaining our existing customer relationships or in securing
additional customers, and there can be no assurance that we can retain or
increase the volume of business that we do with such customers. In particular,
continuing consolidation within the banking industry may result in the loss of
one or more significant customers. Any failure by us to retain one or more of
our large customers, maintain or increase the volume of business done for such
customers or establish profitable relationships with additional customers could
have a material adverse effect on our business, financial condition and results
of operations.

                                       7
<PAGE>
MANY FACTORS, SOME BEYOND OUR CONTROL, COULD CAUSE FLUCTUATIONS IN OUR OPERATING
RESULTS, WHICH COULD RESULT IN A LOWER MARKET PRICE FOR OUR COMMON STOCK.

    We have experienced in the past, and expect to experience in the future,
significant fluctuations in quarterly operating results. Such fluctuations may
be caused by many factors, including but not limited to:

    - the extent and timing of revenues recognized, particularly in light of our
      historical tendency to have a disproportionately large portion of our
      contract signings near the end of each quarter;

    - increases in costs beyond anticipated levels, especially in the context of
      costs incurred under value-pricing contracts;

    - the degree of customer acceptance of new solutions;

    - the introduction of new or enhanced solutions by us or our competitors;

    - our mix of revenues derived from consulting and management service fees on
      the one hand, and software-related fees on the other;

    - customer budget cycles and priorities and purchasing cycles;

    - competitive conditions in the industry;

    - seasonal factors;

    - timing of consolidation decisions by customers;

    - the extent of customers' international expansion; and

    - general economic conditions.

    Due to the foregoing factors, many of which are beyond our control, our
quarterly revenues and operating results are difficult to forecast. It is
possible that our future quarterly results of operations from time to time will
not meet the expectations of securities analysts or investors, which could have
a material adverse effect on the market price of our common stock.

OUR USE OF FIXED-PRICE AND VALUE-PRICED ARRANGEMENTS FOR CUSTOMER PROJECTS COULD
REDUCE OUR REVENUES AND NET INCOME, WHICH COULD RESULT IN DECREASED OPERATING
MARGINS OR LOSSES.

    We primarily price our solutions on a time-and-materials, fixed-price or
value-priced basis. In connection with fixed-price projects, we occasionally
incur costs in excess of our projections and as a result achieve lower margins
than expected or may incur losses with respect to projects. In connection with
value-priced projects, we are paid based on an agreed percentage of either
projected or actual increased revenues or decreased costs derived by the bank
generally over a period of up to twelve months following the implementation of
our solutions. We typically must first commit time and resources to develop such
projections before a bank will commit to purchase our solutions and therefore
assume the risk of making these commitments and incurring related expenses with
no assurance that the bank will purchase the solutions. In addition, from time
to time, a customer will not achieve projected revenues or savings because it
belatedly decides not to implement our solutions or the solutions do not produce
the projected results, in which case we may not be able to collect any or all of
the fees provided for in the customer's contract. The nature of our fixed-priced
and value-priced arrangements can result in decreased operating margins or
losses and could materially and adversely affect our business, financial
condition and results of operations.

                                       8
<PAGE>
WE DO NOT TYPICALLY ENTER INTO LONG-TERM AGREEMENTS WITH OUR CUSTOMERS, WHICH
MAKES IT MORE DIFFICULT TO PLAN AND EFFICIENTLY ALLOCATE OUR RESOURCES, AND ANY
DEFERRAL, MODIFICATION OR CANCELATION OF A CUSTOMER PROJECT CAN ADVERSELY AFFECT
OUR OPERATING RESULTS.

    We typically provide services to customers on a project-by-project basis
without long-term agreements. When a customer defers, modifies or cancels a
project, we must be able to rapidly re-deploy our personnel to other projects in
order to minimize the under-utilization of our personnel and the resulting
adverse impact on operating results. In addition, our operating expenses are
relatively fixed and cannot be reduced on short notice to compensate for
unanticipated variations in the number or size of projects in progress. As a
result, any delay, modification or cancelation of a customer project, or any
disruption of our business relationships with any of our significant customers
or with a number of smaller customers could have a material adverse effect on
our business, financial condition and results of operations.

WE HAVE RECENTLY REFOCUSED OUR SOLUTIONS TO FOCUS ON E-FINANCE OPPORTUNITIES,
AND ANY INABILITY TO GAIN MARKET ACCEPTANCE OF THESE SOLUTIONS COULD HAVE A
NEGATIVE IMPACT ON OUR FUTURE GROWTH AND FINANCIAL RESULTS.

    We have recently refocused our solutions to concentrate on e-finance
opportunities. We have dedicated significant resources to this effort and cannot
be certain whether this refocusing of our solutions will achieve market
acceptance. Market acceptance of our existing and future solutions depends on
several factors, including:

    - the ease with which those solutions can be implemented and used;

    - the performance and reliability of those solutions;

    - the degree to which customers achieve expected revenue gains, cost savings
      and performance enhancements; and

    - the extent to which our customers and prospective customers are able to
      implement alternative approaches to meet their business development and
      cost-saving needs.

    Some of these factors are beyond our control. There can be no assurance that
our customers will realize the intended benefits of our solutions or that any of
our solutions will be accepted in the market. Any significant or ongoing failure
to achieve these benefits or to maintain or increase market acceptance would
restrict substantially our future growth and could have a material adverse
effect on our business, financial condition and results of operations.

WE HAVE EXPERIENCED RAPID GROWTH IN OUR BUSINESS, AND THERE CAN BE NO ASSURANCE
THAT WE WILL BE ABLE TO MAINTAIN THIS GROWTH RATE. IF WE ARE ABLE TO MAINTAIN
IT, OUR OPERATIONAL AND FINANCIAL RESOURCES COULD BE STRAINED, WHICH COULD CAUSE
US TO LOSE CUSTOMERS, PREVENT US FROM OBTAINING NEW CUSTOMERS AND INCREASE OUR
OPERATING EXPENSES.

    We have experienced significant growth in recent years, but there can be no
assurance that we will be able to maintain this growth rate. If we are not
successful in maintaining this growth rate, our business could be negatively
affected. To be successful in maintaining our growth rate, we anticipate that
additional expansion may be required in order to address potential market
opportunities. Any further growth would place further demands on our management,
operational capacity and financial resources. We anticipate that we will need to
recruit large numbers of qualified personnel in all areas of our operations,
including management, sales, marketing, delivery and software development. There
can be no assurance that we will be effective in attracting and retaining
additional qualified personnel, expanding our operational capacity or otherwise
managing growth. In addition, there can be no assurance that our systems,
procedures or controls will be adequate to support any expansion of our
operations. As a result of acquisitions and continued growth, the needs of our
management information

                                       9
<PAGE>
systems are expected to expand and change, which could result in the
implementation of new or modified management information systems and procedures.
This may necessitate additional training of existing personnel or the hiring of
additional personnel. If we cannot implement the new, or modified, management
information systems in a timely manner, our ability to manage growth effectively
or generate timely operating and financial reports could be materially and
adversely affected. The failure to manage growth effectively could have a
material adverse effect on our business, financial condition and results of
operations.

OUR FUTURE SUCCESS SIGNIFICANTLY DEPENDS ON THE EXPERIENCE OF OUR KEY PERSONNEL,
AND THE LOSS OF ANY ONE OF THEM COULD IMPAIR OUR ABILITY TO DO BUSINESS.

    Our future success depends, in significant part, upon the continued services
of John D. Carreker, Jr., our Chairman of the Board and Chief Executive Officer,
as well as other executive officers and key personnel. The loss of services of
Mr. Carreker or one or more of our other executive officers or key employees
could have a material adverse effect on our business, financial condition and
results of operations, and there can be no assurance that we will be able to
retain our executive officers or key personnel. We do not maintain key-man life
insurance covering any of our executive officers or other key personnel.

OUR SOFTWARE AND SOLUTIONS MAY CONTAIN DEFECTS OR ERRORS, WHICH COULD ADVERSELY
AFFECT OUR BUSINESS AND SUBJECT US TO LIABILITY CLAIMS.

    Our solutions at times in the past have been, and in the future may be,
incompatible with the operating environments of our customers or inappropriate
to address their needs, resulting in additional costs being incurred by us in
rendering services to our customers. Further, like other software products, our
software occasionally has contained undetected errors, or "bugs," which become
apparent through use of the software. Because our new or enhanced software
initially is installed at a limited number of sites and operated by a limited
number of users, such errors and/or incompatibilities may not be detected for a
number of months after delivery of the software. The foregoing errors in the
past have resulted in the deployment of our personnel and funds to cure errors,
occasionally resulting in cost overruns and delays in solutions development and
enhancement. Moreover, solutions with substantial errors could be rejected by or
result in damages to customers, which could have a material adverse effect on
our business, financial condition and results of operations. There can be no
assurance that errors or defects will not be discovered in the future,
potentially causing delays in solution implementation or requiring design
modifications that could adversely affect our business, financial condition and
results of operations. It is also possible that errors or defects in our
solutions could give rise to liability claims against us.

OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO DEVELOP NEW TECHNOLOGIES AND
SERVICES TO MEET THE CHANGING NEEDS OF OUR CURRENT AND FUTURE CUSTOMERS, AND OUR
INABILITY TO INTRODUCE NEW SOLUTIONS COULD NEGATIVELY IMPACT OUR ABILITY TO DO
BUSINESS AND MAINTAIN OUR FINANCIAL CONDITION.

    We regularly undertake new projects and initiatives in order to meet the
changing needs of our customers. In so doing, we invest substantial resources
with no assurance of their ultimate success. We believe our future success will
depend, in part, upon our ability to:

    - enhance our existing solutions;

    - design and introduce new solutions that address the increasingly
      sophisticated and varied needs of our current and prospective customers;

    - develop leading technology; and

                                       10
<PAGE>
    - respond to technological advances and emerging industry standards on a
      timely and cost-effective basis.

    There can be no assurance that future advances in technology will be
beneficial to, or compatible with, our business or that we will be able to
incorporate such advances into our business. In addition, keeping abreast of
technological advances in our business may require substantial expenditures and
lead-time. There can be no assurance that we will be successful in using new
technologies, adapting our solutions to emerging industry standards or
developing, introducing and marketing solution enhancements or new solutions, or
that we will not experience difficulties that could delay or prevent the
successful development, introduction or marketing of these solutions. If we
incur increased costs or are unable, for technical or other reasons, to develop
and introduce new solutions or enhancements of existing solutions in a timely
manner in response to changing market conditions or customer requirements, our
business, financial condition and results of operations could be materially and
adversely affected.

OUR FOCUS ON PROVIDING AN APPLICATION SERVICE PROVIDER, OR ASP, SOFTWARE HOSTING
MODEL WILL SUBJECT US TO NEW RISKS ASSOCIATED WITH AN INCREASED DEPENDENCE ON
THIRD-PARTY PROVIDERS AND THE INTERNET.

    Our move toward an ASP software hosting model will give rise to numerous
risks that we have not previously faced, particularly risks related to our
heightened dependence on third party providers and the Internet. The success of
our ASP software hosting model will partially depend on the performance of the
third party application service provider with whom we have contracted to provide
software hosting services. In addition, we will also be dependent on the
Internet as a reliable network backbone capable of supporting our customers' use
of our software. There can be no assurance that our solutions that rely on
Internet access will be protected against disruptions, delays or losses due to
technical difficulties, natural causes or security breaches. These problems may
adversely affect the success of our ASP software hosting initiative and could
negatively impact our operating results. We may also be subject to any
governmental adoption of regulations that charge Internet access fees or impose
taxes on subscriptions. Currently, there are few laws or regulations that
specifically regulate the Internet; however, such laws and regulations, if
adopted, may increase our operating expenses.

WE ARE SEEKING TO SELL SOFTWARE LICENSES THAT ARE PRICED BASED ON A USAGE
LICENSE FEE RATHER THAN A LUMP SUM LICENSE FEE, WHICH COULD ADVERSELY AFFECT OUR
REVENUES AND FINANCIAL RESULTS.

    Historically, when selling software licenses to customers, we have charged a
lump sum software license fee. With our increasing emphasis on selling software
licenses based on an ASP software hosting model, however, we will be seeking to
increase our usage license fees. This could have an adverse effect on our
overall software license fees as we work to implement this new pricing model.
There can be no assurance that our revenues derived from usage license fees will
offset our loss of lump sum license fees.

THERE IS INTENSE COMPETITION IN OUR INDUSTRY FOR QUALIFIED BANKING PROFESSIONALS
AND TECHNICAL AND MANAGERIAL PERSONNEL, AND OUR FAILURE TO ATTRACT AND RETAIN
THESE PEOPLE COULD AFFECT OUR ABILITY TO RESPOND TO BANKING AND TECHNOLOGICAL
CHANGE AND TO INCREASE OUR REVENUES.

    Our future success depends upon our continuing ability to attract and retain
highly qualified banking, technical and managerial personnel. Competition for
such personnel is intense, and we at times have experienced difficulties in
attracting the desired number of such individuals. Further, our employees have
left us to work in-house with our customers and with our competitors. There can
be no assurance that we will be able to attract or retain a sufficient number of
highly qualified employees or independent contractors in the future. If we are
unable to attract personnel in key positions, our business, financial condition
and results of operations could be materially and adversely affected.

                                       11
<PAGE>
WE FACE INCREASED COMPETITION THAT COULD RESULT IN PRICE REDUCTIONS, FEWER
CUSTOMER ORDERS AND LOSS OF MARKET SHARE, ANY OF WHICH COULD MATERIALLY AND
ADVERSELY AFFECT OUR BUSINESS.

    We compete with third-party providers of services and software products to
the banking industry that include consulting firms and software companies. Many
of our competitors have significantly greater financial, technical, marketing
and other resources than we do. Our competitors may be able to respond more
quickly to new or emerging technologies and changes in customer requirements or
to devote greater resources to the development, promotion and sale of their
products than we can. Also, several of our current and potential competitors
have greater name recognition and larger customer bases that such competitors
could leverage to increase market share at our expense. We expect to face
increased competition as other established and emerging companies enter the
banking services market. Increased competition could result in price reductions,
fewer customer orders and loss of market share, any of which could materially
and adversely affect our business, financial condition and results of
operations. There can be no assurance that we will be able to compete
successfully against current or future competitors, and the failure to do so
would have a material adverse effect upon our business, financial condition and
results of operations.

    In addition to competing with a variety of third parties, we experience
competition from our customers and potential customers. From time to time, these
potential customers develop, implement and maintain their own services and
applications for revenue enhancements, cost reductions and/or enhanced customer
services, rather than purchasing services and related products from third
parties. There can be no assurance that these customers or other potential
customers will perceive sufficient value in our solutions to justify investing
in them. In addition, customers or potential customers could enter into
strategic relationships with one or more of our competitors to develop, market
and sell competing services or products.

WE MAY BE UNABLE TO FULLY BENEFIT FROM OUR STRATEGIC ALLIANCES AND ACQUISITIONS,
WHICH COULD NEGATIVELY AFFECT OUR BUSINESS AND HINDER OUR ABILITY TO REALIZE
EXPECTED BENEFITS.

    We regularly evaluate opportunities and may enter into strategic alliances,
or make acquisitions of other businesses, products or technologies. Risks
inherent in alliances may include, among others:

    - substantial investment of our resources in the alliance;

    - inability to realize the intended benefits of an alliance;

    - increased reliance on third parties;

    - increased payment of third-party licensing fees or royalties for the
      incorporation of third-party technology into our solutions; and

    - inadvertent transfer of our proprietary technology to strategic
      "partners."

    Acquisitions involve numerous risks, including:

    - difficulties in identifying suitable acquisition candidates;

    - competition for acquisitions with other companies, many of which have
      substantially greater resources than we do;

    - inability to obtain sufficient financing on acceptable terms to fund
      acquisitions;

    - difficulties in assimilating acquired operations and products into our
      business;

    - maintaining uniform standards, controls, procedures and policies;

    - potential loss of customers and strategic partners of acquired companies;

                                       12
<PAGE>
    - potential loss of key employees of acquired companies;

    - diversion of management's attention from other business concerns;

    - amortization of acquired intangible assets; and

    - failure of acquired businesses, products or technologies to perform as
      expected or to achieve expected levels of revenues, profitability on
      productivity.

    There can be no assurance that we will be successful in identifying and
entering into strategic alliances or making acquisitions, if at all, and any
inability to do so could have a material adverse effect on our business,
financial condition and results of operations. We recently completed several
small acquisitions, and if we were to complete larger or more complex
transactions, then the above risks would be heightened.

    We expect that future acquisitions, if any, could provide for consideration
to be paid in cash, shares of our common stock, or a combination of cash and our
common stock. If the consideration for an acquisition transaction is paid in
common stock, this could further dilute existing stockholders. Any amortization
of a significant amount of goodwill or other assets resulting from an
acquisition transaction could materially impair our operating results and
financial condition.

OUR INABILITY TO PROTECT ADEQUATELY OUR PROPRIETARY TECHNOLOGY OR TO PREVENT ITS
UNAUTHORIZED USE COULD DIVERT OUR FINANCIAL RESOURCES AND CAUSE SIGNIFICANT
EXPENDITURES, WHICH COULD MATERIALLY HARM OUR BUSINESS.

    Our success significantly depends upon our proprietary technology and
information. We rely upon a combination of patent, copyright, trademark and
trade secret laws and confidentiality procedures to protect our proprietary
technology and information. We have a number of issued patents and registered
trademarks. There can be no assurance that the steps we have taken to protect
our services and products are adequate to prevent misappropriation of our
technology or that our competitors independently will not develop technologies
that are substantially equivalent or superior to our technology. Furthermore, it
is very difficult to police unauthorized use of our software due to the nature
of software. Any such misappropriation of our proprietary technology or
information or the development of competitive technologies could have a material
adverse effect on our business, financial condition and results of operations.

    In addition, the laws of some countries in which our software is distributed
do not protect our intellectual property rights to the same extent as the laws
of the United States. For example, the laws of a number of foreign jurisdictions
in which we license our software protect trademarks solely on the basis of the
first to register. We currently do not possess any trademark registrations in
foreign jurisdictions, although we do have copyright protection of our software
under the provisions of various international conventions. Accordingly,
intellectual property protection of our services and products may be ineffective
in many foreign countries. In summary, there can be no assurance that the
protection provided by the laws of the United States or such foreign
jurisdictions will be sufficient to protect our proprietary technology or
information.

INFRINGEMENT CLAIMS BY THIRD PARTIES CAN SUBJECT US TO SUBSTANTIAL LIABILITY AND
EXPENSES AND CAN IMPAIR OUR ABILITY TO SELL OUR SOLUTIONS.

    We may need to litigate claims against third parties to enforce our
intellectual property rights, protect our trade secrets, determine the validity
and scope of the proprietary rights of others or defend against claims of
infringement or invalidity. For example, we are currently involved in a lawsuit
against Knowledge Based Systems, Inc., or KBSI, in connection with a software
development contract. We allege that KBSI has breached the contract and seek
injunctive relief to enforce the contract and to prevent KBSI from using or
disclosing our confidential information and trade secrets. KBSI alleges,

                                       13
<PAGE>
among other things, that we have breached the contract and seeks ownership of
the CashForecaster products and unspecified actual and exemplary monetary
damages. See "Business--Legal Proceedings." We may be required to incur
significant costs in reaching a resolution to the asserted claims, or any other
claims that may be asserted against us. There can be no assurance that the
resolution of a claim would not require us to pay damages or obtain a license to
the third party's intellectual property rights in order to continue licensing
our software as currently offered or, if such a third-party license is required,
that it would be available on terms acceptable to us. The resolution of claims
may also divert our management resources. If we cannot adequately protect our
proprietary rights, it could have a material adverse effect on our business,
operating results and financial condition.

WE DEPEND ON THIRD PARTIES FOR TECHNOLOGY LICENSES, AND IF WE CANNOT OBTAIN
SATISFACTORY LICENSES OUR BUSINESS COULD SUFFER.

    Some technology used in our current software and software in development
includes technology licensed from third parties. These licenses generally
require us to pay royalties and to fulfill confidentiality obligations. The
termination of any such licenses, or the failure of the third party licensors to
adequately maintain or update their products, could result in delays in our
ability to implement solutions or in delays in the introduction of our new or
enhanced solutions while we search for similar technology from alternative
sources, if any, which could prove costly. Any need to implement alternative
technology could prove to be very expensive for us, and any delay in solution
implementation could result in a material adverse effect on the business,
financial condition and results of our operations. It may also be necessary or
desirable in the future to obtain additional licenses for use of third-party
products in our solutions, and there can be no assurance that we will be able to
do so on commercially reasonable terms, if at all.

WE MAY FACE LIABILITY CLAIMS RELATED TO THE USE OF OUR SOLUTIONS, INCLUDING
THOSE WHICH ARISE OUT OF THE USE OF OUR NEW ASP SOFTWARE HOSTING MODEL, AND THE
DEFENSE OF THESE CLAIMS COULD HAVE A NEGATIVE EFFECT ON OUR BUSINESS, RESULTS OF
OPERATIONS OR FINANCIAL CONDITION.

    As a result of our provision of solutions that address critical functions of
bank operations, we are exposed to possible liability claims from banks and
their customers. Although we have not experienced any material liability claims
to date, there can be no assurance that we will not become subject to such
claims in the future. A liability claim against us could have a material adverse
effect on our business, financial condition and results of operations.

    Our ASP software hosting model will require the storage and transmission of
sensitive business information of our customers electronically over the
Internet. The difficulty of securely storing confidential information
electronically has been a significant issue in conducting electronic commerce
and in carrying out banking operations over the Internet. The implementation of
our ASP software hosting model may require us to spend significant capital and
other resources to protect against the threat of security breaches or computer
viruses, or to alleviate problems caused by breaches or viruses. To the extent
that our activities or the activities of our customers require the storage and
transmission of confidential information, such as banking records or credit
information, security breaches and viruses could expose us to claims, litigation
or other possible liabilities. Our inability to prevent security breaches or
computer viruses could also cause our customers to lose confidence in our
solutions and terminate their relationships with us.

WE ARE SUBJECT TO CLAIMS AND LEGAL PROCEEDINGS FROM TIME TO TIME THAT COULD HAVE
A MATERIAL ADVERSE EFFECT ON US.

    We are subject to third party claims and are named as a defendant in legal
proceedings from time to time. We may be damaged as a result of an asserted
claim, and we may be required to incur substantial costs in reaching a
resolution of a claim. Any such claim may also divert our management

                                       14
<PAGE>
resources. A significant judgment against us in connection with any legal
proceedings could have a material adverse effect on our business, financial
condition and results of operations. Although we do not believe that the costs
or liability that may result from the resolution of currently pending claims or
legal proceedings against us will be material, there can be no assurance in this
regard. See "Business--Legal Proceedings."

OUR STOCK PRICE HAS FLUCTUATED SIGNIFICANTLY AND, IN THE EVENT OF A DOWNTURN IN
OUR STOCK PRICE, WE COULD FACE SECURITIES CLASS ACTION LITIGATION.

    There has been significant volatility in the market price of our common
stock, as well as in the market price of securities of many companies in the
technology and emerging growth sectors. Factors which may have a significant
impact on the market price of our common stock include the following:

    - quarterly variations in our results of operations or results of operations
      of our competitors;

    - changes in earnings estimates or recommendations by securities analysts;

    - developments in our industry and in the banking industry;

    - general market and economic conditions; and

    - other factors, including factors unrelated to our operating performance or
      that of our competitors.

    We believe that factors such as quarterly fluctuations in financial results
or announcements by us, our competitors, banks and other bank industry
participants could cause the market price of our common stock to fluctuate
substantially. In addition, the stock market may experience extreme price and
volume fluctuations that often are unrelated to the operating performance of
specific companies. Market fluctuations or perceptions regarding the banking
industry and general economic or political conditions may adversely affect the
market price of the common stock. In the past, following declines in the market
price of a company's securities, securities class-action litigation often has
been instituted against that company. Litigation of this type, if instituted
against us, could result in substantial costs and a diversion of management's
attention and resources, which could have a material adverse effect on our
business, financial condition and results of operations.

WE FACE RISKS IN CONNECTION WITH THE EXPANSION OF OUR INTERNATIONAL OPERATIONS,
WHICH COULD HAVE A NEGATIVE IMPACT ON OUR BUSINESS, FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

    We provide solutions to banks outside the United States, and a key component
of our growth strategy is to broaden our international operations. Our
international operations are subject to risks inherent in the conduct of
international business, including:

    - unexpected changes in regulatory requirements;

    - fluctuations in exchange rates and devaluations of foreign currencies;

    - export license requirements;

    - tariffs and other economic barriers to free trade;

    - restrictions on the export of critical technology;

    - difficulties in staffing international projects;

    - political and economic instability;

    - limited intellectual property protection;

    - longer accounts receivable cycles and difficulties in collecting payments;
      and

                                       15
<PAGE>
    - potentially adverse tax and labor consequences.

    Some of our international sales are denominated in local currencies, and the
impact of future exchange rate fluctuations on our financial condition and
results of operations cannot be accurately predicted. There can be no assurance
that fluctuations in currency exchange rates in the future will not have a
material adverse effect on revenue from international sales and thus our
business, financial condition and results of operations.

OUR USE OF INDEPENDENT CONTRACTORS EXPOSES US TO LEGAL AND TAX RISKS WHICH, IF
DETERMINED AGAINST US, COULD ADVERSELY AFFECT OUR BUSINESS AND FINANCIAL
CONDITION.

    We often provide solutions through independent contractors. As we do not
treat these individuals as our employees, we do not pay federal or state
employment taxes or withhold federal or state employment or income taxes from
compensation paid to such persons. We also do not consider these persons
eligible for coverage or benefits provided under our employee benefit plans or
include these persons when evaluating the compliance of our employee benefit
plans with the requirements of the Internal Revenue Code. Additionally, we do
not treat such persons as employees for purposes of worker's compensation, labor
and employment, or other legal purposes. From time to time, we may face legal
challenges to the appropriateness of the characterization of these individuals
as independent contractors from governmental agencies, the independent
contractors themselves or some other person or entity. The determination of such
a legal challenge generally will be determined on a case-by-case basis in view
of the particular facts of each case. The fact specific nature of this
determination raises the risk that from time to time an individual that we have
characterized as an independent contractor will be reclassified as an employee
for these or other legal purposes.

    In the event persons engaged by us as independent contractors are determined
to be employees by the Internal Revenue Service or any applicable taxing
authority, we would be required to pay applicable federal and state employment
taxes and withhold income taxes with respect to these individuals and could
become liable for amounts required to be paid or withheld in prior periods and
for costs, penalties and interest thereon. In addition, we could be required to
include these individuals in our employee benefit plans on a retroactive, as
well as a current, basis. Furthermore, depending on the party that makes the
legal challenge and the remedy sought, we could be subject to other liabilities
sought by governmental authorities or private persons. During the calendar year
1999, we used 31 independent contractors. Any challenge by the IRS, state
authorities or private litigants resulting in a determination that these
individuals are employees could have a material adverse effect on our business,
financial condition and results of operations.

    From time to time new legislation may be proposed to establish more
stringent requirements for the engagement of independent contractors. We are
unable to assess the likelihood that any such legislation will be enacted.
Further, our ability to retain independent contractors could in the future
deteriorate, due in part to the lower commitment level that these contractors
have to us.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD FORCE US TO CHANGE OUR
OPERATIONS, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR ABILITY TO
MAINTAIN OUR CURRENT BUSINESS.

    Our primary customers are banks. Although the solutions that we currently
offer have not been subject to any material, specific government regulation, the
banking industry is regulated heavily, and we expect that such regulation will
affect the relative demand for our solutions. There can be no assurance that
federal, state or foreign governmental authorities will not adopt new
regulations, and any adoption of new regulations could require us to modify our
current or future solutions. The adoption of laws or regulations affecting us or
our customers' businesses could reduce our growth rate or could otherwise have a
material adverse effect on our business, financial condition and results of
operations.

                                       16
<PAGE>
ANTI-TAKEOVER ACTIONS AND/OR PROVISIONS IN OUR CHARTER DOCUMENTS AND UNDER
DELAWARE LAW COULD PREVENT OR DELAY POTENTIAL ACQUISITION BIDS, INCLUDING BIDS
WHICH MAY BE BENEFICIAL TO OUR STOCKHOLDERS.

    Our certificate of incorporation and bylaws contain provisions that may have
the effect of delaying, deterring or preventing a potential takeover that our
stockholders may consider to be in their best interests. The certificate and
bylaws provide for a classified board of directors serving staggered terms of
three years, prevent stockholders from calling a special meeting of stockholders
and prohibit stockholder action by written consent. The certificate also
authorizes only the board of directors to fill vacancies, including
newly-created directorships, and states that our directors may be removed only
for cause and only by the affirmative vote of holders of at least two-thirds of
the outstanding shares of the voting stock, voting together as a single class.
In addition, our board of directors may issue up to 2,000,000 shares of
preferred stock in one or more series and can fix the rights, preferences,
privileges and restrictions thereof without any further vote or action by our
stockholders. The issuance of shares of preferred stock may prevent or delay a
change of control transaction.

    In addition, Section 203 of the Delaware General Corporation Law, which is
applicable to us, restricts certain business combinations with interested
stockholders even if such a combination would be beneficial to stockholders.
These provisions may inhibit a non-negotiated merger or other business
combination. The anti-takeover provisions of the Delaware General Corporation
Law prevent us from engaging in a "business combination" with any "interested
stockholder" for three years following the date that the stockholder became an
interested stockholder. For purposes of Delaware law, a "business combination"
includes a merger or consolidation involving us and the interested stockholder
and the sale of more than 10% of our assets. In general, Delaware law defines an
"interested stockholder" as any entity or person beneficially owning more than
15% of the outstanding voting stock of a corporation and any entity or person
affiliated with or controlling or controlled by such entity or person. Under
Delaware law, a Delaware corporation may opt out of the anti-takeover
provisions. We do not intend to opt out of these anti-takeover provisions.

    The foregoing provisions could discourage potential acquisition proposals
and could delay or prevent a change in control transaction. They could also
discourage others from making tender offers for our shares. As a result, these
provisions may prevent the market price of our common stock from reflecting the
effects of actual or rumored takeover attempts. These provisions may also
prevent significant changes in our board of directors and management.

RISKS RELATED TO THIS OFFERING

A FEW PEOPLE CONTROL A LARGE PORTION OF OUR STOCK AND MAY VOTE THEIR SHARES IN
WAYS CONTRARY TO YOUR INTERESTS.

    Immediately after this offering, our executive officers and directors will
beneficially own 4,839,891 shares, or approximately 23.2%, of our common stock.
These shares include shares beneficially owned by John D. Carreker, Jr., our
Chairman and Chief Executive Officer, which will total approximately 16.2% of
our outstanding common stock after this offering. As a result of their stock
ownership, our executive officers and directors can exercise control over our
company and have the power to influence the election of a majority of the
directors, the appointment of management and the approval of actions requiring a
vote of our stockholders. Their interests may conflict with your interest as a
stockholder, and they could use their power to delay or prevent a change in
control, even if a majority of the other stockholders desired a change.

OUR MANAGEMENT WILL HAVE BROAD DISCRETION TO SPEND THE PROCEEDS OF THIS OFFERING
AND MAY SPEND THE PROCEEDS IN WAYS WITH WHICH YOU DO NOT AGREE.

    We estimate that the net proceeds from the sale of the 2,000,000 shares of
common stock offered by us will be approximately $37.4 million based on the last
per share sales price of our common stock

                                       17
<PAGE>
on October 2, 2000, after deducting estimated underwriting discounts and
estimated offering expenses. We intend to use the net proceeds for working
capital and general corporate purposes, and may also use a portion of the net
proceeds for acquisitions of complementary businesses, products or technologies.

    We have not determined specific uses for a large portion of the net proceeds
from this offering. Consequently, our board of directors and management may
apply much of the net proceeds of this offering to uses that you may not
consider desirable. The failure of management to apply these funds effectively
could have an adverse effect on our business, financial condition and operating
results. For more information on how we intend to use the proceeds from this
offering, see "Use of Proceeds."

THE NUMBER OF SHARES OF OUR STOCK ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT
THE PRICE OF OUR COMMON STOCK.

    Based on the number of shares of our common stock outstanding on September
21, 2000, we will have outstanding 20,864,552 shares of common stock immediately
following the completion of this offering. Except for approximately 4,403,548
shares to held by our affiliates immediately after the completion of this
offering, as defined in Rule 144 under the Securities Act of 1933, all of our
outstanding shares of common stock will be freely tradable without restriction
or registration under the Securities Act. As of September 21, 2000, we had
outstanding options entitling their holders to acquire an aggregate of 3,599,368
shares of our common stock, of which options covering 1,349,003 shares were
exercisable. An aggregate of 1,076,858 shares of our common stock are reserved
for issuance upon the exercise of options that may be granted in the future
under our stock option plans. The shares issued upon the exercise of these
options may be resold immediately. The market price of our common stock could
drop due to sales of a large number of shares of our common stock by selling
stockholders or otherwise, or due to the perception that these sales could
occur. These factors could also make it more difficult to raise funds through
future offerings of common stock. Subject to specified exceptions, our executive
officers and directors and the selling stockholders have agreed not to sell
shares of our common stock held by them for a period of 90 days following the
effective date of the registration statement of which this prospectus forms a
part. See "Underwriting."

WE CANNOT PREDICT EVERY EVENT AND CIRCUMSTANCE WHICH MAY IMPACT OUR BUSINESS
AND, THEREFORE, THE RISKS AND UNCERTAINTIES DISCUSSED ABOVE MAY NOT BE THE ONLY
ONES YOU SHOULD CONSIDER.

    The risks and uncertainties discussed above are in addition to those that
apply to most businesses generally. In addition, as we continue to grow our
business, we may encounter other risks of which we are not aware at this time.
These additional risks may cause serious damage to our business in the future,
the impact of which we cannot estimate at this time.

                                       18
<PAGE>
                           FORWARD LOOKING STATEMENTS

    We have made forward looking statements in this prospectus. These statements
are subject to risks and uncertainties, and we cannot guarantee you that they
will prove to be correct. Forward looking statements include assumptions as to
how we may perform in the future. When we use words like "believe," "expect,"
"anticipate," "predict," "potential," "seek," "continue," "will," "may,"
"could," "intend," "plan," "estimate," "goal," "strive" and similar expressions,
we are making forward looking statements.

    Forward looking statements in this prospectus include statements regarding
the following:

    - our business strategies and goals;

    - our future sources of revenues and potential for future growth and
      profitability;

    - development and enhancement of our technologies and solutions;

    - trends in the banking industry and the markets in which we compete;

    - our future acquisition of businesses, products or technologies, if any;
      and

    - other statements which are not of historical fact made throughout this
      prospectus, including in the "Summary," "Risk Factors," "Use of Proceeds,"
      "Management's Discussion and Analysis of Financial Condition and Results
      of Operations" and "Business" sections.

    We believe that the expectations reflected in our forward looking statements
are reasonable, but we cannot guarantee that we will actually achieve these
expectations. Projections or estimates of our future performance are necessarily
subject to a high degree of uncertainty and may vary materially from actual
results. In evaluating forward looking statements, you should carefully consider
various factors, including the risks outlined under "Risk Factors" beginning on
page 7 and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" beginning on page 25, as well as our consolidated
financial statements that are incorporated by reference in this prospectus. You
should also consider the cautionary statements contained in the reports that we
have filed with the Securities and Exchange Commission. These factors may cause
our actual results to differ materially from any forward looking statements.

                                       19
<PAGE>
                                USE OF PROCEEDS

    We expect to receive approximately $37.4 million from our sale of 2,000,000
shares of common stock, based upon an assumed public offering price of $20.19
per share after deducting underwriting discounts and estimated offering
expenses. We will not receive any proceeds from the sale of shares of common
stock by the selling stockholders. See "Principal and Selling Stockholders."

    We expect to use all of the net proceeds we receive in this offering for
working capital and general corporate purposes. We may, however, use a portion
of the net proceeds for acquisitions of complementary businesses, products or
technologies. However, we currently have no commitments or agreements for any
acquisitions, and we cannot guarantee that we will complete any acquisitions in
the future. Pending these uses, we intend to invest the net proceeds of this
offering in short-term, interest-bearing, investment-grade securities.

    The amount of funds that we actually use for specific purposes will depend
on many factors, including revisions to our business plan, material changes in
our revenues or expenses, and other factors. Accordingly, our management will
have significant discretion over the use and investment of the net proceeds that
we receive in the offering. See "Risk Factors--Our management will have broad
discretion to spend the proceeds of this offering and may spend the proceeds in
ways with which you do not agree."

                                       20
<PAGE>
                          PRICE RANGE OF COMMON STOCK

    Our common stock has traded on the Nasdaq National Market under the symbol
"CANI" since May 20, 1998, the date of our initial public offering. The
following table sets forth for the fiscal quarters indicated the high and low
closing sale prices per share of our common stock as reported on the Nasdaq
National Market.

<TABLE>
<CAPTION>
                                                                HIGH       LOW
                                                              --------   --------
<S>                                                           <C>        <C>
FISCAL YEAR ENDED JANUARY 31, 1999
  Second Quarter (beginning May 20, 1998)...................   $11.25     $ 8.38
  Third Quarter.............................................   $ 9.75     $ 4.00
  Fourth Quarter............................................   $ 7.38     $ 3.88

FISCAL YEAR ENDED JANUARY 31, 2000
  First Quarter.............................................   $ 7.81     $ 4.00
  Second Quarter............................................   $ 9.50     $ 5.88
  Third Quarter.............................................   $ 8.25     $ 5.19
  Fourth Quarter............................................   $ 9.56     $ 6.25

FISCAL YEAR ENDING JANUARY 31, 2001
  First Quarter.............................................   $13.63     $ 8.38
  Second Quarter............................................   $12.06     $ 9.00
  Third Quarter (through October 2, 2000)...................   $20.19     $10.19
</TABLE>

    On October 2, 2000, the last reported sale price of our common stock on the
Nasdaq National Market was $20.19 per share. As of September 21, 2000, there
were approximately 91 record holders of our common stock, although we believe
that the number of beneficial owners of our common stock is substantially
greater.

                                DIVIDEND POLICY

    We have never declared or paid any cash dividends on shares of our common
stock. We intend to retain any future earnings for future growth and do not
anticipate paying any cash dividends in the foreseeable future. Any future
determination as to the payment of dividends will be at the discretion of our
board of directors.

                                       21
<PAGE>
                                 CAPITALIZATION

    The following table sets forth our cash position and capitalization as of
July 31, 2000:

    - on an actual basis; and

    - on an as adjusted basis to reflect our receipt of the estimated net
      proceeds from the sale of 2,000,000 shares of common stock offered by us
      at an assumed public offering price of $20.19 per share and the
      application of the net proceeds in the manner described in "Use of
      Proceeds."

    Please read the information in the table below in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," our consolidated financial statements and related notes that are
incorporated by reference in this prospectus, and the other information included
or incorporated by reference in this prospectus.

<TABLE>
<CAPTION>
                                                               AS OF JULY 31, 2000
                                                              ----------------------
                                                               ACTUAL    AS ADJUSTED
                                                              --------   -----------
                                                                  (IN THOUSANDS)
<S>                                                           <C>        <C>
Cash, cash equivalents and short-term investments...........  $ 33,856     $ 71,295
                                                              ========     ========
Stockholders' equity:
  Preferred stock, $.01 par value; 2,000,000 shares
    authorized; no shares issued and outstanding............        --           --
  Common stock, $.01 par value; 100,000,000 shares
    authorized; 18,656,798 shares outstanding (actual);
    20,656,798 shares outstanding (as adjusted).............  $    186     $    206
Additional paid-in capital..................................    45,404       82,823
Deferred compensation.......................................      (106)        (106)
Retained earnings...........................................    25,768       25,768
                                                              --------     --------
  Total stockholders' equity................................    71,252      108,691
                                                              --------     --------
    Total capitalization....................................  $ 71,252     $108,691
                                                              ========     ========
</TABLE>

    The number of shares of common stock reflected as outstanding in the table
above includes 61,600 shares of restricted common stock subject to future
vesting and issued pursuant to our 1994 Long Term Incentive Plan, but does not
reflect shares that may be issued upon the exercise of options to purchase
shares of our common stock. If and when we issue these shares, the percentage of
the common stock that you own may be diluted. The following is a summary of
additional shares of common stock that may be issued pursuant to the exercise of
options, whether these options are currently outstanding or may be granted in
the future:

    - 4,576,226 shares of our common stock reserved for issuance under our 1994
      Long Term Incentive Plan. Under this plan, options to purchase 3,557,667
      shares of our common stock were outstanding at September 21, 2000 with a
      weighted average exercise price of $7.99 per share; and

    - 100,000 shares of our common stock reserved for issuance under our
      Director Stock Option Plan. Under this plan, options to purchase 41,701
      shares of our common stock were outstanding at September 21, 2000 at a
      weighted average exercise price of $4.11 per share.

                                       22
<PAGE>
                      SELECTED CONSOLIDATED FINANCIAL DATA

    We derived the following selected consolidated financial data as of and for
each of the five fiscal years ended January 31, 1996, 1997, 1998, 1999 and 2000
from our consolidated financial statements that have been audited by Ernst &
Young LLP, independent auditors. We derived the selected consolidated financial
data as of July 31, 2000 and for the six months ended July 31, 1999 and 2000
from our unaudited interim consolidated financial statements which, in the
opinion of our management, include all adjustments, consisting only of normal,
recurring adjustments, necessary for a fair presentation of the information set
forth in the consolidated financial statements. The results of operations for
the six months ended July 31, 2000 are not necessarily indicative of the results
for the full fiscal year. Please read the selected consolidated financial data
set forth below in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included in this prospectus, as
well as our consolidated financial statements and the related notes incorporated
by reference in this prospectus.

<TABLE>
<CAPTION>
                                                                                                             SIX MONTHS
                                                             FISCAL YEAR ENDED JANUARY 31,                 ENDED JULY 31,
                                                  ----------------------------------------------------   -------------------
                                                    1996       1997       1998       1999       2000       1999       2000
                                                  --------   --------   --------   --------   --------   --------   --------
<S>                                               <C>        <C>        <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:                                       (IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenues:
  Consulting and management service fees........  $ 9,635    $14,407    $21,314    $26,328    $49,725    $21,363    $34,876
  Software license fees.........................    4,316      6,957     11,223     16,327     13,727      5,855      6,013
  Software maintenance fees.....................    2,385      3,185      4,274      5,031      6,985      3,266      4,995
  Software implementation fees..................    2,219      3,249      4,094      6,557      5,116      2,675      4,806
  Hardware and other fees.......................    1,341      2,737      1,876        774        267        197         32
                                                  -------    -------    -------    -------    -------    -------    -------
    Total revenues..............................   19,896     30,535     42,781     55,017     75,820     33,356     50,722
                                                  -------    -------    -------    -------    -------    -------    -------

Cost of revenues:
  Consulting and management service fees........    5,303      8,794     12,394     16,150     27,574     11,433     18,485
  Software license fees.........................      700      1,307      1,412      1,216      1,766        848      2,376
  Software maintenance fees.....................    1,279      1,780      1,923      2,387      2,511      1,335      1,333
  Software implementation fees..................    1,572      1,808      4,156      3,862      2,381      1,454      2,456
  Hardware and other fees.......................      965      1,960      1,556        560        208        161         31
                                                  -------    -------    -------    -------    -------    -------    -------
    Total cost of revenues......................    9,819     15,649     21,441     24,175     34,440     15,231     24,681
                                                  -------    -------    -------    -------    -------    -------    -------
Gross profit....................................   10,077     14,886     21,340     30,842     41,380     18,125     26,041
                                                  -------    -------    -------    -------    -------    -------    -------

Operating costs and expenses:
  Selling, general and administrative...........    6,251      9,296     12,777     18,444     25,333     10,932     16,419
  Research and development......................    1,063      1,318      3,610      4,763      4,813      2,674      2,429
  Merger related costs..........................       54      1,423         --        485         --         --         --
                                                  -------    -------    -------    -------    -------    -------    -------
    Total operating costs and expenses..........    7,368     12,037     16,387     23,692     30,146     13,606     18,848
                                                  -------    -------    -------    -------    -------    -------    -------

Income from operations..........................    2,709      2,849      4,953      7,150     11,234      4,519      7,193

Other income (expense)..........................      313       (375)        79        925      1,100        557        746
                                                  -------    -------    -------    -------    -------    -------    -------

Income before provision for income taxes........    3,022      2,474      5,032      8,075     12,334      5,076      7,939
Provision for income taxes (1)..................    1,163      1,114      2,027      2,903      4,440      1,827      3,017
                                                  -------    -------    -------    -------    -------    -------    -------
Net income......................................  $ 1,859    $ 1,360    $ 3,005    $ 5,172    $ 7,894    $ 3,249    $ 4,922
                                                  =======    =======    =======    =======    =======    =======    =======
Basic earnings per share........................  $  0.15    $  0.11    $  0.24    $  0.32    $  0.43    $  0.18    $  0.27
                                                  =======    =======    =======    =======    =======    =======    =======
Diluted earnings per share......................  $  0.14    $  0.10    $  0.21    $  0.30    $  0.42    $  0.17    $  0.25
                                                  =======    =======    =======    =======    =======    =======    =======
Shares used in computing basic earnings per
  share.........................................   12,783     12,154     12,717     16,224     18,456     18,423     18,524
Shares used in computing diluted earnings per
  share.........................................   13,332     13,118     14,484     17,504     18,980     18,961     19,442
</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>
                                                                       AS OF JANUARY 31,
                                                      ----------------------------------------------------   AS OF JULY 31,
                                                        1996       1997       1998       1999       2000          2000
                                                      --------   --------   --------   --------   --------   --------------
                                                                                 (IN THOUSANDS)
<S>                                                   <C>        <C>        <C>        <C>        <C>        <C>
BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments...  $ 3,281    $ 3,895    $ 2,535    $33,550    $39,536        $33,856
Working capital.....................................    4,455      5,882      7,529     52,117     56,530         59,004
Total assets........................................   11,298     17,569     21,486     68,736     82,823         92,473
Total stockholders' equity..........................    5,600      5,572      8,803     57,131     65,406         71,252
</TABLE>

------------------------------

(1) Prior to our acquisition of Antinori Software, Inc. on January 31, 1997,
    Antinori Software had elected to be treated as an S corporation for federal
    and state income tax purposes. The provision for income taxes for the fiscal
    years ended January 31, 1996 and 1997 reflects a pro forma tax provision
    which includes estimated federal and state income taxes (by applying
    statutory income tax rates) that would have been incurred if Antinori
    Software had been subject to taxation as a C corporation.

                                       24
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    THE FOLLOWING DISCUSSION CONTAINS FORWARD LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
DISCUSSED IN THE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS,
INCLUDING THOSE SET FORTH UNDER "RISK FACTORS," ELSEWHERE IN THIS PROSPECTUS OR
IN THE INFORMATION INCORPORATED BY REFERENCE IN THIS PROSPECTUS. YOU SHOULD READ
THE FOLLOWING DISCUSSION AND ANALYSIS IN CONJUNCTION WITH "SELECTED CONSOLIDATED
FINANCIAL DATA" INCLUDED IN THIS PROSPECTUS, AS WELL AS OUR CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES INCORPORATED BY REFERENCE IN THIS
PROSPECTUS.

    OUR FISCAL YEAR ENDS ON JANUARY 31. REFERENCES CONTAINED IN THIS PROSPECTUS
TO A GIVEN FISCAL YEAR REFER TO THE TWELVE-MONTH PERIOD ENDED JANUARY 31 OF THE
SUCCEEDING YEAR. FOR EXAMPLE, OUR FISCAL YEAR ENDED JANUARY 31, 2000 IS REFERRED
TO IN THIS PROSPECTUS AS "FISCAL 1999."

OVERVIEW

    We are a leading provider of integrated consulting and software solutions
that enable banks to identify and implement e-finance solutions, increase their
revenues, reduce their costs and enhance their delivery of customer services. We
were founded in 1978 to provide consulting services to banks, and we
subsequently integrated software products into our banking solutions. With our
acquisition of Antinori Software, Inc. in 1997, we were able to significantly
enhance our portfolio of software products. Additionally, we acquired Genisys
Operations, Inc. in January 1999, Automated Integrated Solutions, Inc. in
February 2000 and X-Port Software, Inc. in May 2000, each of which provided
incremental added value to our product offerings. We accounted for the
acquisitions of Antinori and Genisys as a pooling of interests, and accordingly
we have restated our consolidated financial statements and the related notes, as
well as all other consolidated financial and statistical data presented in this
prospectus, to include the financial position and results of operations of
Antinori Software, Inc. and Genisys for all periods prior to and including the
period ended July 31, 2000. The acquisitions of Automated Integrated Solutions
and X-Port Software were accounted for as purchases.

    We derive our revenues from consulting and management service fees, software
license fees, software maintenance fees, software implementation fees and
hardware and other sales. While many customer contracts provide for both the
performance of consulting services and the license of related software, some
customer contracts require only the performance of consulting services or only a
software license (and, at the election of the customer, related implementation
services and/or annual software maintenance services). We enter into these
contracts with our customers on a project-by-project basis.

    We seek to establish long-term relationships with our customers that will
lead to on-going projects utilizing our solutions. We are typically retained to
perform one or more discrete projects for a customer, and we use these
opportunities to extend our solutions into additional areas of the customer's
operations. To this end, a significant portion of our current revenues is
derived from customers who were major customers in prior years, and we are
therefore dependent to a significant degree on our ability to maintain our
existing relationships with these customers.

    CONSULTING AND MANAGEMENT SERVICE FEES.  We employ three primary pricing
methods in connection with our delivery of consulting and management services.
First, we may price our delivery of consulting and management services on the
basis of time and materials, in which case the customer is charged agreed daily
rates for services performed and out-of-pocket expenses. In this case, we are
generally paid fees and related amounts on a monthly basis, and we recognize
revenues as the services are performed. Second, we may deliver consulting and
management services on a fixed-price basis. In this case, we are paid on a
monthly basis or pursuant to an agreed upon payment schedule, and we recognize
revenues paid on a percentage-of-completion basis. We recognize any anticipated
losses on a fixed-price contract when estimable. Third, we may deliver
consulting and management services

                                       25
<PAGE>
pursuant to a value-pricing contract with the customer. In this case, we are
paid, on an agreed upon basis with the customer, either a specified percentage
of (1) the projected increased revenues and/or decreased costs that are expected
to be derived by the customer generally over a period of up to twelve months
following implementation of our solution or (2) the actual increased revenues
and/or decreased costs experienced by the customer generally over a period of up
to twelve months following implementation of our solution, subject in either
case to a maximum, if any is agreed to, on the total amount of payments to be
made to us. These contracts typically provide for us to receive from 7% to 30%
of the projected or actual increased revenues and/or decreased costs, with
payments to be made to us pursuant to an agreed upon schedule ranging from one
to twelve months in length. We recognize revenues generated from consulting and
management services in connection with value-priced contracts based upon
projected results only upon completion of all services and agreement upon the
actual fee to be paid (even though billings for these services may be delayed by
mutual agreement for periods not to exceed twelve months). When fees are to be
paid based on a percentage of actual revenues and/or savings, we recognize
revenues only upon completion of all services and as the amounts of actual
revenues or savings are confirmed by the customer.

    We typically must first commit time and resources to develop projections
associated with value-pricing contracts before a bank will commit to purchase
our solutions, and we therefore assume the risk of making these commitments with
no assurance that the bank will purchase the solutions. We expect that
value-pricing contracts will account for an increasing percentage of our
revenues in the future. In addition, as a consequence of the shift toward the
use of more value-pricing contracts and due to the revenue recognition policy
associated with those contracts, our results of operations will likely fluctuate
significantly from period to period.

    Regardless of the pricing method employed by us in a given contract, we are
typically reimbursed on a monthly basis for out-of-pocket expenses incurred on
behalf of our customers, which expenses are netted against reimbursements for
consolidated financial statement reporting purposes.

    SOFTWARE LICENSE FEES.  In the event that a software license is sold either
together with consulting and management services or on a stand-alone basis, we
are usually paid software license fees in one or more installments, as provided
in the customer's contract. We recognize software license revenues for periods
subsequent to January 31, 1998 in accordance with the American Institute of
Certified Public Accountants' Statement of Position 97-2, "Software Revenue
Recognition." Under SOP 97-2, we recognize software license revenues upon
execution of a contract and delivery of software, provided that the license fee
is fixed and determinable, no significant production, modification or
customization of the software is required, and collection is considered probable
by management. For periods prior to January 31, 1998, we recognized software
license revenues in accordance with SOP 91-1, "Software Revenue Recognition."
Under SOP 91-1, we recognized software license revenues upon execution of a
contract and shipment of the software and after any customer cancellation right
had expired, provided that no significant vendor obligations remained
outstanding, amounts were due within one year and collection was considered
probable by management. Software licenses that are priced in this fashion
continue for an indefinite period, and there is no provision for any renewal
fees.

    Although substantially all of our current software licenses provide for a
fixed price license fee, some of our payment electronification licenses instead
provide for usage fees, in which case fees are recognized and due on a monthly
basis. Software licenses that include a usage license fee have a fixed term. We
expect to increase this practice of charging license fees on a usage basis in
the future as part of our strategy to increase recurring revenues and smooth our
period-to-period revenues.

    SOFTWARE MAINTENANCE FEES.  In connection with our sale of a software
license, a customer may elect to purchase software maintenance services. Most of
the customers that purchase software licenses from us also purchase software
maintenance services, which typically are renewed annually. We charge an annual
maintenance fee, which is typically a percentage of the initial software license
fee. The

                                       26
<PAGE>
annual maintenance fee generally is paid to us at the beginning of the
maintenance period, and we recognize these revenues ratably over the term of the
related contract.

    SOFTWARE IMPLEMENTATION FEES.  In connection with our sale of a software
license, a customer may elect to purchase software implementation services,
including software enhancements, patches and other software support services.
Most of the customers that purchase software licenses from us also purchase
software implementation services. We price our implementation services on a
time-and-materials or on a fixed-price basis, and we recognize the related
revenues as services are performed.

    HARDWARE AND OTHER SALES.  We sell our computer hardware and supplies in
tandem with the delivery of related services or software and on the basis of our
cost plus a specified percentage. We recognize revenues upon shipment of the
hardware to the customer. We sell hardware at the request of our customers but
do not consider hardware sales to be a meaningful part of our business.

    In accordance with generally accepted accounting principles, we capitalize
software development costs incurred in developing a product once technological
feasibility of the product has been determined. These capitalized software
development costs also include amounts paid for software that is purchased and
that has reached technological feasibility. We amortize capitalized software
development costs on the basis of each product's projected revenues or on a
straight-line basis over the remaining economic life of the product, which is
generally three to four years. At July 31, 2000, our capitalized software
development costs, net of accumulated amortization, were $10.3 million, which we
will amortize over the next 15 quarterly periods.

BUSINESS SEGMENTS

    The tables below show revenues and income (loss) from operations for the
periods indicated for our four reportable business segments: Revenue
Enhancement, PaymentSolutions, Enterprise Solutions and CashSolutions. Our
customer projects are sold on a solution basis, so it is necessary to break them
down by segment and allocate accordingly. Included in "Corporate Unallocated"
are costs related to selling and marketing, unallocated corporate overhead
expense and general software management. Business segment results include costs
for research and development as well as product royalty expense.

<TABLE>
<CAPTION>
                                                       SIX MONTHS ENDED JULY 31, 1999
                            ------------------------------------------------------------------------------------
                              REVENUE                        ENTERPRISE                    CORPORATE
                            ENHANCEMENT   PAYMENTSOLUTIONS   SOLUTIONS    CASHSOLUTIONS   UNALLOCATED    TOTAL
                            -----------   ----------------   ----------   -------------   -----------   --------
                                                               (IN THOUSANDS)
<S>                         <C>           <C>                <C>          <C>             <C>           <C>
Revenues:
  Consulting and
    management service
    fees..................    $9,251           $ 2,889         $7,619         $1,604        $    --     $21,363
  Software license fees...        --             4,005             --          1,850             --       5,855
  Software maintenance
    fees..................        --             2,553             --            713             --       3,266
  Software implementation
    fees..................        --             2,252             --            423             --       2,675
  Hardware and other
    fees..................        --               197             --             --             --         197
                              ------           -------         ------         ------        -------     -------
    Total revenues........    $9,251           $11,896         $7,619         $4,590        $    --     $33,356
                              ======           =======         ======         ======        =======     =======
Income (loss) from
  operations..............    $6,655           $   337         $2,383         $1,275        $(6,131)    $ 4,519
                              ======           =======         ======         ======        =======     =======
</TABLE>

                                       27
<PAGE>

<TABLE>
<CAPTION>
                                                       SIX MONTHS ENDED JULY 31, 2000
                            ------------------------------------------------------------------------------------
                              REVENUE                        ENTERPRISE                    CORPORATE
                            ENHANCEMENT   PAYMENTSOLUTIONS   SOLUTIONS    CASHSOLUTIONS   UNALLOCATED    TOTAL
                            -----------   ----------------   ----------   -------------   -----------   --------
                                                               (IN THOUSANDS)
<S>                         <C>           <C>                <C>          <C>             <C>           <C>
Revenues:
  Consulting and
    management service
    fees..................    $20,484          $ 2,327         $11,992        $   73        $    --     $34,876
  Software license fees...         --            4,590              --         1,423             --       6,013
  Software maintenance
    fees..................         --            3,756              --         1,239             --       4,995
  Software implementation
    fees..................         --            3,173              --         1,633             --       4,806
  Hardware and other
    fees..................         --               32              --            --             --          32
                              -------          -------         -------        ------        -------     -------
    Total revenues........    $20,484          $13,878         $11,992        $4,368        $    --     $50,722
                              =======          =======         =======        ======        =======     =======
Income (loss) from
  operations..............    $14,800          $(2,283)        $ 3,871        $   23        $(9,218)    $ 7,193
                              =======          =======         =======        ======        =======     =======
</TABLE>

<TABLE>
<CAPTION>
                                                     FISCAL YEAR ENDED JANUARY 31, 1999
                            ------------------------------------------------------------------------------------
                              REVENUE                        ENTERPRISE                    CORPORATE
                            ENHANCEMENT   PAYMENTSOLUTIONS   SOLUTIONS    CASHSOLUTIONS   UNALLOCATED    TOTAL
                            -----------   ----------------   ----------   -------------   -----------   --------
                                                               (IN THOUSANDS)
<S>                         <C>           <C>                <C>          <C>             <C>           <C>
Revenues:
  Consulting and
    management service
    fees..................    $10,422          $ 3,634         $10,961        $1,311       $     --     $26,328
  Software license fees...         --           12,350              --         3,977             --      16,327
  Software maintenance
    fees..................         --            4,147              --           884             --       5,031
  Software implementation
    fees..................         --            4,901              --         1,656             --       6,557
  Hardware and other
    fees..................         --              774              --            --             --         774
                              -------          -------         -------        ------       --------     -------
    Total revenues........    $10,422          $25,806         $10,961        $7,828       $     --     $55,017
                              =======          =======         =======        ======       ========     =======
Income (loss) from
  operations..............    $ 7,171          $ 3,826         $ 3,513        $3,101       $(10,461)    $ 7,150
                              =======          =======         =======        ======       ========     =======

<CAPTION>
                                                     FISCAL YEAR ENDED JANUARY 31, 2000
                            ------------------------------------------------------------------------------------
                              REVENUE                        ENTERPRISE                    CORPORATE
                            ENHANCEMENT   PAYMENTSOLUTIONS   SOLUTIONS    CASHSOLUTIONS   UNALLOCATED    TOTAL
                            -----------   ----------------   ----------   -------------   -----------   --------
                                                               (IN THOUSANDS)
<S>                         <C>           <C>                <C>          <C>             <C>           <C>
Revenues:
  Consulting and
    management service
    fees..................    $19,849          $ 6,017         $20,558        $3,301       $     --     $49,725
  Software license fees...         --           10,567              --         3,160             --      13,727
  Software maintenance
    fees..................         --            5,458              --         1,527             --       6,985
  Software implementation
    fees..................         --            4,274              --           842             --       5,116
  Hardware and other
    fees..................         --              267              --            --             --         267
                              -------          -------         -------        ------       --------     -------
    Total revenues........    $19,849          $26,583         $20,558        $8,830       $     --     $75,820
                              =======          =======         =======        ======       ========     =======
Income (loss) from
  operations..............    $13,219          $ 1,181         $ 7,904        $3,504       $(14,574)    $11,234
                              =======          =======         =======        ======       ========     =======
</TABLE>

    Comparable business segment information for the fiscal year ended
January 31, 1998 is unavailable.

                                       28
<PAGE>
RESULTS OF OPERATIONS

    The following table sets forth the percentage of total revenues represented
by certain line items in our consolidated statements of operations for the
periods indicated.

<TABLE>
<CAPTION>
                                                                                               SIX MONTHS ENDED
                                                     FISCAL YEAR ENDED JANUARY 31,                 JULY 31,
                                                  ------------------------------------      ----------------------
                                                    1998          1999          2000          1999          2000
                                                  --------      --------      --------      --------      --------
<S>                                               <C>           <C>           <C>           <C>           <C>
Revenues:
  Consulting and management service fees........    49.8%         47.9%         65.6%         64.0%         68.8%
  Software license fees.........................    26.2          29.7          18.1          17.6          11.9
  Software maintenance fees.....................    10.0           9.1           9.2           9.8           9.8
  Software implementation fees..................     9.6          11.9           6.7           8.0           9.5
  Hardware and other fees.......................     4.4           1.4           0.4           0.6            --
                                                   -----         -----         -----         -----         -----
    Total revenues..............................   100.0         100.0         100.0         100.0         100.0
                                                   -----         -----         -----         -----         -----
Cost of revenues:
  Consulting and management service fees........    29.0          29.4          36.4          34.3          36.5
  Software license fees.........................     3.3           2.2           2.3           2.5           4.7
  Software maintenance fees.....................     4.5           4.3           3.3           4.0           2.6
  Software implementation fees..................     9.7           7.0           3.1           4.4           4.8
  Hardware and other fees.......................     3.6           1.0           0.3           0.5           0.1
                                                   -----         -----         -----         -----         -----
    Total cost of revenues......................    50.1          43.9          45.4          45.7          48.7
                                                   -----         -----         -----         -----         -----
Gross profit....................................    49.9          56.1          54.6          54.3          51.3
                                                   -----         -----         -----         -----         -----
Operating costs and expenses:
  Selling, general and administrative...........    29.9          33.5          33.4          32.7          32.3
  Research and development......................     8.4           8.7           6.4           8.0           4.8
  Merger related costs..........................      --           0.9            --            --            --
                                                   -----         -----         -----         -----         -----
    Total operating costs and expenses..........    38.3          43.1          39.8          40.7          37.1
                                                   -----         -----         -----         -----         -----
Income from operations..........................    11.6          13.0          14.8          13.6          14.2
Other income....................................     0.2           1.7           1.5           1.7           1.5
                                                   -----         -----         -----         -----         -----
Income before provision for income taxes........    11.8          14.7          16.3          15.3          15.7
Provision for income taxes......................     4.8           5.3           5.9           5.5           6.0
                                                   -----         -----         -----         -----         -----
Net income......................................     7.0%          9.4%         10.4%          9.8%          9.7%
                                                   =====         =====         =====         =====         =====
</TABLE>

SIX MONTHS ENDED JULY 31, 1999 COMPARED TO SIX MONTHS ENDED JULY 31, 2000

    REVENUES.  Total revenues increased 52.1% from $33.4 million for the six
months ended July 31, 1999 to $50.7 million for the six months ended July 31,
2000. Revenues from consulting and management service fees increased 63.3% from
$21.4 million for the six months ended July 31, 1999 to $34.9 million for the
six months ended July 31, 2000. Consulting and management service fees grew
primarily as a result of continued demand for our Enterprise Solutions
consulting practice as well as our value-priced Revenue Enhancement consulting
practice. Enterprise Solutions revenues increased from $7.6 million for the six
months ended July 31, 1999 to $12.0 million for the six months ended July 31,
2000. Revenue Enhancement revenues increased from $9.3 million for the six
months ended July 31, 1999 to $20.5 million for the six months ended July 31,
2000. The increase in consulting and management service fees also resulted from
expanded use of value-priced engagements due to their improved margins as well
as their favorable reception from customers. Revenues related to value-priced
opportunities tend to fluctuate from period-to-period and are likely to
fluctuate in future periods.

                                       29
<PAGE>
    Revenues from software license fees increased 2.7% from $5.9 million for the
six months ended July 31, 1999 to $6.0 million for the six months ended July 31,
2000. Softness in software license fee growth for the first six months was due
to a carryover effect of anticipated Year 2000 problems, where customers delayed
new software decisions until their Year 2000 issues were fully addressed. We
also experienced delays in sales of new licenses of our CheckFlow product as a
result of a longer than anticipated sales process. Additionally, we are now
licensing some of our software products families, such as eRM, eCashInventory
and eiService, on a usage fee basis rather than the traditional one-time
perpetual license fee.

    Revenues from software maintenance fees increased 52.9% from $3.3 million
for the six months ended July 31, 1999 to $5.0 million for the six months ended
July 31, 2000. Increases in software maintenance fees were driven by software
sales during the six months ended January 31, 2000, resulting from the growth in
the number of customers and products under maintenance contracts. Additionally,
increases in software maintenance fees were driven by the acquisition of new
products mainly within the PaymentSolutions group that were already subject to
maintenance contracts and by annual rate increases.

    Revenues from software implementation fees increased 79.7% from $2.7 million
for the six months ended July 31, 1999 to $4.8 million for the six months ended
July 31, 2000. Increases in software implementation fees were driven by sales of
software licenses experienced during the six months ended January 31, 2000,
resulting in an increase in the number of customers requiring implementation
services.

    Revenues from hardware sales were $197,000 for the six months ended July 31,
1999 compared to $32,000 for the six months ended July 31, 2000. We sell
hardware at the request of our customers, but do not consider hardware sales to
be a meaningful part of our business.

    COST OF REVENUES.  Cost of revenues consists generally of personnel costs,
amortization of capitalized software development costs, third party royalties
and cost of hardware delivered. Total cost of revenues increased $9.5 million,
or 62.0%, from $15.2 million for the six months ended July 31, 1999 to $24.7
million for the six months ended July 31, 2000. This increase resulted primarily
from an increase in the cost of revenues for consulting and management services
of $7.1 million and an increase in cost of revenues for software license fees of
$1.5 million.

    Cost of consulting and management services consists primarily of personnel
costs associated with time and material contracts and value-priced efforts. Cost
of consulting and management services increased 61.7% from $11.4 million for the
six months ended July 31, 1999 to $18.5 million for the six months ended July
31, 2000. The increase in the cost of consulting and management services was due
primarily to increased personnel costs. Cost of consulting and management
services as a percentage of consulting and management services fees decreased
from 53.5% for the six months ended July 31, 1999 to 53.0% for the six months
ended July 31, 2000. The reduction in the cost of consulting and management
services as a percentage of consulting and management services fees reflected
continued growth in value priced engagements.

    Cost of software licenses includes amortization costs relating to
capitalized software, as well as royalty costs associated with sales of
PaymentSolutions and CashSolutions software products. Cost of software licenses
increased 180.2% from $848,000 for the six months ended July 31, 1999 to
$2.4 million for the six months ended July 31, 2000. Cost of software licenses
as a percentage of software license fees increased from 14.5% for the six months
ended July 31, 1999 to 39.5% for the six months ended July 31, 2000. The
increase in cost of software licenses as a percentage of software license fees
was due to an increase in royalties paid of $420,000, resulting from changes in
the mix of products sold during the period and increases in amortization of
capitalized software costs of $1.1 million related to certain software products
purchased or reaching general release status during the six months ended July
31, 2000.

                                       30
<PAGE>
    Cost of software maintenance consists primarily of personnel costs
associated with providing customer support for software products sold and
contracted services. Cost of software maintenance remained unchanged at $1.3
million for the six-month periods ended July 31, 1999 and 2000. Cost of software
maintenance as a percentage of related fees decreased from 40.9% for the six
months ended July 31, 1999 to 26.7% for the six months ended July 31, 2000 due
to operational efficiencies.

    Cost of software implementation consists primarily of personnel costs
associated with implementation, training, and providing customer support for
software products sold. Cost of software implementation increased 68.9% from
$1.5 million for the six months ended July 31, 1999 to $2.5 million for the six
months ended July 31, 2000. Increases in costs associated with software
implementation reflect increased personnel costs to support increased revenues.
Cost of software implementation as a percentage of related fees decreased from
54.4% for the six months ended July 31, 1999 to 51.1% for the six months ended
July 31, 2000 due to operational efficiencies.

    Cost of hardware decreased 80.7% from $161,000 for the six months ended July
31, 1999 to $31,000 for the six months ended July 31, 2000, reflecting
reductions in the amount of hardware sold during the six months period.

    SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses generally consist of personnel costs associated with selling,
marketing, general management, software management, provision for doubtful
accounts, as well as fees for professional services and other related costs.
Selling general and administrative expenses increased 50.2% from $10.9 million
for the six months ended July 31, 1999 to $16.4 million for the six months ended
July 31, 2000. The increase in these expenses reflected additional management,
marketing, and administrative staff compared to the prior periods to support our
expanding operations. Additionally, an increase in the provision for doubtful
accounts was necessary to mitigate accounts receivable exposure both from
related parties and our bank customer base. Selling, general and administrative
expenses as a percentage of total revenues decreased from 32.8% for the six
months ended July 31, 1999 to 32.4% for the six months ended July 31, 2000.

    RESEARCH AND DEVELOPMENT.  Research and development expenses generally
consist of personnel and related costs of developing solutions. Research and
development expenses decreased 9.2% from $2.7 million for the six months ended
July 31, 1999 to $2.4 million for the six months ended July 31, 2000 due to a
lower rate of research and development spending during the six months ended July
31, 2000. Research and development expenses as a percentage of total revenues
decreased from 8.0% for the six months ended July 31, 1999 to 4.8% for the six
months ended July 31, 2000 due to our reduction of these expenses while
increasing revenues.

    OTHER INCOME.  Other income consists primarily of interest income on
tax-exempt, short-term investments. Other income increased 33.9% from $557,000
for the six months ended July 31, 1999 to $746,000 for the six months ended July
31, 2000. The increase in other income was primarily due to interest earned on
higher balances of cash, cash equivalents and short-term investments on hand
during the six months ended July 31, 2000.

    PROVISION FOR INCOME TAXES.  The provision for income taxes is based on the
estimated annual effective tax rate and includes federal, state and foreign
income taxes. Our effective income tax rate was 36.0% for the six months ended
July 31, 1999 compared to 38.0% for the six months ended July 31, 2000. The
increase in the estimated annual effective rate resulted from a reduction in
tax-exempt income as a percentage of total taxable income.

YEAR ENDED JANUARY 31, 1999 (FISCAL 1998) COMPARED TO YEAR ENDED JANUARY 31,
  2000 (FISCAL 1999)

    REVENUES.  Total revenues increased by 37.8% from $55.0 million in fiscal
1998 to $75.8 million in fiscal 1999. The increase was primarily attributable to
growth in revenues from consulting and management services. Revenues from
consulting and management services increased by 88.9% from $26.3 million in
fiscal 1998 to $49.7 million in fiscal 1999. This increase reflected the startup
of our

                                       31
<PAGE>
Enterprise Solutions practice and continued growth of our value-priced Revenue
Enhancement practice, which generated $9.6 million and $9.4 million,
respectively, of the $23.4 million increase in revenues from consulting and
maintenance services.

    Software license revenues decreased 15.9% from $16.3 million in fiscal 1998
to $13.7 million in fiscal 1999. Decreases in software license revenues were
precipitated by customer decisions to delay software purchases due to concerns
over Year 2000 problems and delayed purchase decisions due to our announced roll
out plan for our new research and adjustment product.

    Software maintenance revenues increased 38.8% from $5.0 million in fiscal
1998 to $7.0 million in fiscal 1999. Software maintenance growth resulted from
growth in licenses sold in the prior fiscal year, rate increases under existing
contracts and renewals of previously terminated agreements due to Year 2000 and
other concerns by clients.

    Software implementation revenues decreased by 22.0% from $6.6 million in
fiscal 1998 to $5.1 million in fiscal 1999. Decreases in software implementation
revenue resulted from the decreases in license sales.

    Hardware sales decreased 65.5% from $774,000 in fiscal 1998 to $267,000 in
fiscal 1999. This decrease was primarily due to reduced requests by customers
for bundled hardware and license deliveries.

    COST OF REVENUES.  Total cost of revenues increased by 42.5% from $24.2
million in fiscal 1998 to $34.4 million in fiscal 1999. Cost of revenues as a
percentage of total revenues increased from 43.9% in fiscal 1998 to 45.4% in
fiscal 1999, as a result of increases in staff to facilitate growth in
consulting efforts and increases in software amortization costs. This increase
resulted primarily from an increase in the cost of revenues in consulting and
management services and software maintenance.

    Cost of revenues for consulting and management services increased by 70.7%
from $16.2 million in fiscal 1998 to $27.6 million in fiscal 1999, which was a
result primarily of increases in personnel to support the growth of the
Enterprise Solutions practice. Cost of revenues for consulting and management
service fees as a percentage of revenues from consulting and management
consulting fees declined from 61.3% in fiscal 1998 to 55.5% in fiscal 1999 due
to improved margins on consulting efforts and larger value-priced engagements.

    Cost of revenues for software licenses increased by 45.2% from $1.2 million
in fiscal 1998 to $1.8 million in fiscal 1999. Increases in cost of license fees
resulted from an increase of 162.5% in amortization costs from $453,000 in
fiscal 1998 to $1.2 million in fiscal 1999, generated from previously
capitalized software.

    Cost of revenues for software maintenance increased by 5.2% from $2.4
million in fiscal 1998 to $2.5 million in fiscal 1999.

    Cost of revenues for software implementation decreased 38.3% from $3.9
million in fiscal 1998 to $2.4 million in fiscal 1999. Decreases in
implementation costs resulted principally from lower staffing levels to
accomplish fewer implementations sold.

    Cost of revenues for hardware sales decreased 62.9% from $560,000 in fiscal
1998 to $208,000 in fiscal 1999 due to reduced hardware sales levels.

    SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses increased by 37.4% from $18.4 million in fiscal 1998 to $25.3 million
in fiscal 1999. The increase in these expenses primarily reflected the addition
of sales and management staff during fiscal 1999 associated with our growth. As
a percentage of revenues, selling, general and administrative expenses decreased
slightly from 33.5% in fiscal 1998 to 33.4% in fiscal 1999.

                                       32
<PAGE>
    RESEARCH AND DEVELOPMENT.  Research and development expenses remained
constant at $4.8 million in fiscal 1998 and in fiscal 1999. Research and
development expenses as a percentage of revenues decreased from 8.7% in fiscal
1998 to 6.4% in fiscal 1999.

    OTHER INCOME.  Other income increased from $925,000 in fiscal 1998 to $1.1
million in fiscal 1999 as a result of earnings on cash, cash equivalents and
short-term investments.

    PROVISION FOR INCOME TAXES.  Income tax provision increased from $2.9
million in fiscal 1998 to $4.4 million in fiscal 1999, reflecting an effective
tax rate of 36.0% for both fiscal 1998 and fiscal 1999.

YEAR ENDED JANUARY 31, 1998 (FISCAL 1997) COMPARED TO YEAR ENDED JANUARY 31,
  1999 (FISCAL 1998)

    REVENUES.  Total revenues increased by 28.6% from $42.8 million in fiscal
1997 to $55.0 million in fiscal 1998. The increase was primarily attributable to
growth in revenues from consulting and management services, software licenses
and software implementation. Revenues from consulting and management services
increased by 23.5% from $21.3 million in fiscal 1997 to $26.3 million in fiscal
1998. This increase reflected both continued demand for our services as well as
increased use of value-pricing for services.

    Software license revenues increased 45.5% from $11.2 million in fiscal 1997
to $16.3 million in fiscal 1998. Software license revenue growth was due
primarily to increased sales of our risk management products of $4.4 million in
fiscal 1998. Risk management product license fees accounted for 20.8% and 41.5%
of software license revenues in fiscal 1997 and fiscal 1998, respectively.

    Software maintenance revenues increased 17.7% from $4.3 million in fiscal
1997 to $5.0 million in fiscal 1998. Software maintenance revenue growth
resulted from growth in licenses sold as well as rate increases under existing
contracts.

    Software implementation revenues increased by 60.2% from $4.1 million in
fiscal 1997 to $6.6 million in fiscal 1998. This increase in software
implementation revenues was primarily generated by increased software product
sales, which resulted in increased implementation. Increased sales of risk
management and cash management products accounted for increased software
implementation fees in fiscal 1998 of $1.2 million.

    Hardware sales decreased 58.7% from $1.9 million in fiscal 1997 to $774,000
in fiscal 1998. This decrease was primarily due to reduced requests by customers
for bundled hardware and license deliveries.

    COST OF REVENUES.  Total cost of revenues increased by 12.8% from $21.4
million in fiscal 1997 to $24.2 million in fiscal 1998. This increase resulted
primarily from an increase in the cost of revenues in consulting and management
services and software maintenance. Total cost of revenues as a percentage of
total revenues decreased from 50.1% in fiscal 1997 to 43.9% in fiscal 1998 as a
result of increases in sales of value-priced consulting and software licenses
which have lower associated costs.

    Cost of revenues for consulting and management services increased by 30.3%
from $12.4 million in fiscal 1997 to $16.2 million in fiscal 1998, which was a
result primarily of increases in personnel.

    Cost of revenues for software licenses decreased by 13.9% from $1.4 million
in fiscal 1997 to $1.2 million in fiscal 1998. The decrease in cost of license
fees resulted from a decrease in sales of products subject to royalty payments.

    Cost of revenues for software maintenance increased by 24.1% from $1.9
million in fiscal 1997 to $2.4 million in fiscal 1998, which was primarily due
to increases in personnel costs associated with growth of the customer service
function.

                                       33
<PAGE>
    Cost of revenues for software implementation decreased 7.1% from $4.2
million in fiscal 1997 to $3.9 million in fiscal 1998. Improvements in the
implementation process and adjustments to staffing requirements facilitated
slightly lower staffing levels to accomplish implementations sold.

    Cost of revenues for hardware sales decreased 64.0% from $1.6 million in
fiscal 1997 to $560,000 in fiscal 1998 due to reduced hardware sales levels.

    SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
expenses increased by 44.4% from $12.8 million in fiscal 1997 to $18.4 million
in fiscal 1998. The increase in these expenses reflected the addition of
software management and marketing staff during fiscal 1998 associated with our
growth, as well as additional costs associated with operation as a public
company. As a percentage of revenues, selling, general and administrative
expenses increased from 29.9% in fiscal 1997 to 33.5% in fiscal 1998.

    RESEARCH AND DEVELOPMENT.  Research and development expenses increased by
31.9% from $3.6 million in fiscal 1997 to $4.8 million in fiscal 1998. Growth in
research and development expenses resulted largely from an increase in the
number of development efforts during fiscal 1998. Research and development
expenses as a percentage of revenues increased from 8.4% in fiscal 1997 to 8.7%
in fiscal 1998.

    MERGER RELATED COSTS.  Merger related costs consisted of one-time
transaction costs of $485,000 related to the acquisition of Genisys.

    OTHER INCOME.  Other income increased from $79,000 in fiscal 1997 to
$925,000 in fiscal 1998. Other income increased as a result of interest earned
on funds raised in our initial public offering on May 20, 1998.

    PROVISION FOR INCOME TAXES.  Income tax provision increased from $2.0
million in fiscal 1997 to $2.9 million in fiscal 1998, reflecting an effective
tax rate of 40.3% for fiscal 1997 compared with 36.0% for fiscal 1998. The
effective tax rate in fiscal 1998 was lower than in fiscal 1997 primarily due to
the tax-exempt status of some interest income earned during fiscal 1998.

                                       34
<PAGE>
SELECTED QUARTERLY RESULTS OF OPERATIONS

    The following table sets forth certain unaudited consolidated statement of
operations data for each of our last eight quarters ended July 31, 2000. We
derived this data from our unaudited interim consolidated financial statements
that, in management's opinion, include all adjustments, consisting only of
normal, recurring adjustments, necessary for a fair presentation of this
information when read in conjunction with our consolidated financial statements
and the related notes incorporated by reference in this prospectus. We believe
that quarter-to-quarter comparisons of our financial results are not necessarily
meaningful and should not be relied upon as any indication of our future
performance.

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                               ---------------------------------------------------------------------------------------------
                               OCT. 31,    JAN. 31,    APR. 30,    JUL. 31,    OCT. 31,    JAN. 31,    APR. 30,    JUL. 31,
                                 1998        1999        1999        1999        1999        2000        2000        2000
                               ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
                                                           (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                            <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Revenues:
  Consulting and management
    service fees.............   $ 7,273     $ 7,452     $ 8,324     $13,039     $15,072     $13,290     $13,110     $21,766
  Software license fees......     3,818       4,991       3,093       2,762       2,692       5,180       4,173       1,840
  Software maintenance
    fees.....................     1,226       1,377       1,502       1,764       1,677       2,042       2,282       2,713
  Software implementation
    fees.....................     2,072       1,360       1,443       1,232       1,391       1,050       2,495       2,311
  Hardware and other fees....       160          56         122          75          34          36          --          32
                                -------     -------     -------     -------     -------     -------     -------     -------
    Total revenues...........    14,549      15,236      14,484      18,872      20,866      21,598      22,060      28,662
Cost of revenues:
  Consulting and management
    service fees.............     4,211       4,390       5,271       6,162       8,044       8,097       8,573       9,912
  Software license fees......       303         410         468         380         394         524       1,137       1,239
  Software maintenance
    fees.....................       619         701         664         671         689         487         535         798
  Software implementation
    fees.....................     1,130         890         646         808         542         385       1,217       1,239
  Hardware and other fees....       110          32         101          60          23          24           6          25
                                -------     -------     -------     -------     -------     -------     -------     -------
    Total cost of revenues...     6,373       6,423       7,150       8,081       9,692       9,517      11,468      13,213
                                -------     -------     -------     -------     -------     -------     -------     -------
Gross profit.................     8,176       8,813       7,334      10,791      11,174      12,081      10,592      15,449
                                -------     -------     -------     -------     -------     -------     -------     -------
Operating costs and expenses:
  Selling, general and
    administrative...........     4,984       5,182       4,818       6,114       6,907       7,494       7,598       8,821
  Research and development...       962       1,363       1,318       1,356       1,313         826         984       1,445
  Merger related costs.......        --         485          --          --          --          --          --          --
                                -------     -------     -------     -------     -------     -------     -------     -------
    Total operating cost and
      expenses...............     5,946       7,030       6,136       7,470       8,220       8,320       8,582      10,266
                                -------     -------     -------     -------     -------     -------     -------     -------
  Income from operations.....     2,230       1,783       1,198       3,321       2,954       3,761       2,010       5,183
  Other income...............       366         336         241         316         223         320         372         374
                                -------     -------     -------     -------     -------     -------     -------     -------
  Income before provision for
    income taxes.............     2,596       2,119       1,439       3,637       3,177       4,081       2,382       5,557
  Provision for income
    taxes....................       926         714         476       1,351       1,144       1,469         905       2,112
                                -------     -------     -------     -------     -------     -------     -------     -------
  Net income.................   $ 1,670     $ 1,405     $   963     $ 2,286     $ 2,033     $ 2,612     $ 1,477     $ 3,445
                                =======     =======     =======     =======     =======     =======     =======     =======
  Basic earnings per share...   $  0.09     $  0.08     $  0.05     $  0.12     $  0.11     $  0.14     $  0.08     $  0.19
                                =======     =======     =======     =======     =======     =======     =======     =======
  Diluted earnings per
    share....................   $  0.09     $  0.07     $  0.05     $  0.12     $  0.11     $  0.14     $  0.08     $  0.18
                                =======     =======     =======     =======     =======     =======     =======     =======
</TABLE>

    Our quarterly results may vary significantly depending primarily on factors,
such as:

    - the extent and timing of revenues recognized, particularly in light of our
      historical tendency to have a disproportionately large portion of our
      contract signings near the end of each quarter;

    - increases in costs beyond anticipated levels, especially in the context of
      costs incurred under value-pricing contracts;

    - the degree of customer acceptance of new solutions;

    - the introduction of new or enhanced solutions by us or our competitors;

                                       35
<PAGE>
    - our mix of revenues derived from consulting and management service fees on
      the one hand, and software-related fees on the other;

    - customer budget cycles and priorities and purchasing cycles;

    - competitive conditions in the industry;

    - seasonal factors;

    - timing of consolidation decisions by customers;

    - the extent of customers' international expansion; and

    - general economic conditions.

Because of the above factors, the results of any particular quarter may not be
indicative of the results for the full year. There can be no assurance that we
will continue to experience growth in revenues and earnings.

LIQUIDITY AND CAPITAL RESOURCES.

    We have funded our operations and cash expenditures primarily with cash
generated from operating activities. As of July 31, 2000, we had no long-term
debt. The changes in net cash provided by operating activities generally reflect
the changes in earnings plus the effect of changes in working capital. Changes
in working capital, especially accounts receivable, accounts payable and accrued
expenses, are generally the result of timing differences between collection of
fees billed and payment of operating expenses.

    As of January 31, 1999, we had $56.5 million of working capital, including
$39.5 million of cash, cash equivalents and short-term investments, as compared
to $59.0 million of working capital, including $33.9 million in cash, cash
equivalents and short-term investments, as of July 31, 2000.

    Operating activities consumed $3.1 million in cash for the six months ended
July 31, 1999, as compared to providing $885,000 of available cash for the six
months ended July 31, 2000. Cash generated from operating activities during the
six-month period ended July 31, 2000 was largely due to growth in net income of
$1.7 million, increase of non-cash expenses of $2.8 million, and growth in
accounts payable of $2.7 million, offset by an increase in accounts receivable
of $1.9 million.

    Average days' sales outstanding, or DSO, fluctuate for a variety of reasons,
including the timing of billings specified by contractual agreement and
receivables for expense reimbursements, which results in our experiencing higher
average DSO than would otherwise be the case. The following table presents, for
the fiscal quarters indicated, (1) our average DSO and (2) our average DSO,
including reimbursements for travel and out of pocket expenses, which are not
considered revenues but are included in outstanding receivables:

<TABLE>
<CAPTION>
                                                             DSO INCLUDING EXPENSE
       QUARTER ENDED                     DSO                    REIMBURSEMENTS
       -------------                     ---                    --------------
<S>                          <C>                          <C>
       July 31, 1999                     169                          155
     October 31, 1999                    177                          160
     January 31, 2000                    131                          119
      April 30, 2000                     142                          128
       July 31, 2000                     123                          112
</TABLE>

    Cash provided by investing activities was $152,000 for the six months ended
July 31, 1999, as compared to cash used in investing activities of $5.8 million
during the six months ended July 31, 2000. Cash used in investing activities
during the six-month period ended July 31, 2000 was used for the purchase of
$1.7 million of property and equipment and the acquisitions of Automated
Integrated Systems and X-Port Software at a total cost of $5.3 million, offset
by sales of $1.6 million of short-term investments.

    Cash provided by financing activities for the six months ended July 31, 1999
and July 31, 2000 was $205,000 and $793,000, respectively, each of which amounts
primarily resulted from the exercise of stock options.

                                       36
<PAGE>
    We do not maintain a revolving credit facility in light of our current
liquidity position.

    Our future liquidity and capital requirements will depend upon numerous
factors. We believe that the net proceeds from this offering, together with
current available cash, cash equivalents and short-term investment balances and
cash generated from operations, will be sufficient to meet our operating and
capital requirements through at least the next twelve months. However, there can
be no assurance that we will not require additional financing within this time
frame. Our forecast of the period of time through which our financial resources
will be adequate to support our operations is a forward-looking statement that
involves risk and uncertainties, and actual results could vary. See "Risk
Factors." Our failure to raise capital when needed could have a material adverse
effect on our business, financial condition and results of operations.

RECENTLY ISSUED ACCOUNTING STANDARDS

    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting For Derivative Instruments
And Hedging Activities." SFAS 133, as amended, is effective for us beginning
February 1, 2001. We do not currently utilize derivative financial instruments.
Therefore, we do not expect that the adoption of SFAS 133 will have a material
impact on our results of operation or financial position.

    The Accounting Standards Executive Committee of the American Institute of
Certified Public Accountants has issued Statement of Position No. 98-9,
"Modification of Sop 97-2, Software Revenue Recognition, With Respect To Certain
Transactions," which amends certain provisions of Statement of Position No.
97-2, "Software Revenue Recognition." SOP 98-9 requires the use of the residual
method when vendor specific objective evidence of fair value does not exist for
one or more delivered elements in an arrangement but there is vendor specific
objective evidence of the fair values of all undelivered elements in a multiple
element arrangement. SOP 98-9 was effective for us on February 1, 2000 but did
not materially impact our operating results for the six months ended July 31,
2000.

    In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." This
bulletin summarizes certain views of the staff of the SEC on applying generally
accepted accounting principles to revenue recognition in financial statements.
In June 2000, the SEC issued Staff Accounting Bulletin No. 101B, "Second
Amendment: Revenue Recognition in Financial Statements." SAB 101B delays the
implementation of SAB 101 until the quarter ending January 31, 2001. Based on
our initial evaluation, we do not expect the application of SAB 101, as amended,
to have a material impact on our financial position or results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    We invest our cash in a variety of financial instruments, primarily tax
advantaged variable rate and fixed rate obligations of state and local
municipalities and educational entities and agencies. These investments are
denominated in U.S. dollars. We account for our investment instruments in
accordance with Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities." We treat all of our cash
equivalents and short-term investments as available-for-sale under SFAS 115.

    Investments in both fixed rate and floating rate interest earning
instruments carry a degree of interest rate risk. Fixed rate securities may have
their fair market value adversely impacted due to a rise in interest rates,
while floating rate securities may produce less income than expected if interest
rates fall. Due in part to these factors, our future investment income may fall
short of expectations due to changes in interest rates, or we may suffer losses
in principal if forced to sell securities which have seen a decline in market
value due to changes in interest rates. We hold our investment securities for
purposes other than trading. The weighted-average interest rate on our
investment securities at July 31, 2000 was 4.9%. Amortized costs of short-term
investments held at July 31, 2000 was $12.0 million, which approximated fair
value.

                                       37
<PAGE>
                                    BUSINESS

    We are a leading provider of integrated consulting and software solutions
that enable banks to identify and implement e-finance solutions, increase their
revenues, reduce their costs and enhance their delivery of customer services.
Our offerings, uniquely tailored to the needs of the banking industry, fall into
four groups:

    - REVENUE ENHANCEMENT--increases banks' revenues through market segmentation
      and improved customer pricing structures;

    - PAYMENTSOLUTIONS--assists banks in transitioning from paper to
      electronic-based payment systems and minimizing payment processing
      expenses;

    - ENTERPRISE SOLUTIONS--integrates systems, combines operations and improves
      workflows and internal operational processes; and

    - CASHSOLUTIONS--optimizes inventory management of a bank's cash-on-hand,
      including management of how much cash is needed, when it is needed and
      where it is needed.

    We have 22 years of experience in the banking industry. This experience,
combined with our professional staff and managers, many of whom are former
bankers and experts in complex bank operations, and our advanced technological
expertise, positions us to address effectively the challenges and anticipate
opportunities that banks face in today's increasingly competitive environment.
Our customer list includes over 200 financial institutions in the United States,
Canada, the United Kingdom, Ireland and Australia, including 70 of the largest
100 banks in the United States.

INDUSTRY BACKGROUND

    The banking industry is one of the nation's largest industries, with
aggregate assets of approximately $7.2 trillion as of June 2000, according to
the Federal Deposit Insurance Corporation. While banks historically have focused
on reducing their operating expenses to remain competitive, they are
increasingly focused on developing new sources of revenue growth that capitalize
on their core competencies, automating operations to increase efficiencies and
outsourcing some banking functions to sustain market value growth. To this end,
banks are expending significant resources both internally and on solutions
purchased from external vendors, including outsourcing arrangements. According
to International Data Corporation, banks spent approximately $4.8 billion on
information services outsourcing in 1999 and by 2004 are estimated to spend
approximately twice that amount. Key industry trends driving our market
opportunity include:

    CONSOLIDATION.  The banking industry continues to experience substantial
consolidation. According to the Federal Deposit Insurance Corporation, in 1999
the number of banks with assets of $3.0 billion or more increased. As banks grow
by acquisition, they require the integration of operational processes and
technological applications that serve to increase revenues from a larger
customer base, achieve efficiencies of scale associated with increased operating
size and enhance customer service through a nationwide presence and consequent
broader geographic reach.

    REGULATORY CHANGE.  The banking industry is characterized by continuing
regulatory changes. Regulations in certain areas have been relaxed while
regulations in other areas have become more restrictive. Revisions to
regulations also have permitted interstate banking, which allows bank holding
companies to own banks in multiple states under a single charter and,
consequently, to capture the operating and structural efficiencies that such
expanded operations make possible. In addition, deregulation in certain sectors
of the banking industry has led to increased competition for banks from
insurance companies, brokerage houses and other financial institutions in areas
of business which were previously the exclusive domain of banks. These changes
have presented banks with both challenges and opportunities to improve their
operations and achieve competitive advantages.

                                       38
<PAGE>
    EVOLVING TECHNOLOGIES.  Rapid technological innovation has increased
customers' expectations and, as a result, has created new means for banks to
gain competitive advantages. Increasingly, customers are requiring that their
banks provide a broader scope of banking services quickly and easily through
automated teller machines, or ATMs, by telephone or over the Internet.
Additionally, technological development has provided banks with the potential
for numerous operational enhancements. For instance, technology currently allows
for the electronic storage of images of documents, including checks, as well as
the ability to recall and use that data quickly and simultaneously at multiple
locations. Technology also currently enables banks to minimize their non-earning
assets by reducing their reserve requirements. Furthermore, technological
developments are fueling industry-wide advancements, such as the conversion from
paper to electronic-based checking clearing process. The electronic processing
and clearing of checks has been gaining increasing acceptance as an efficient
and viable solution for eliminating the time-consuming and expensive movement of
paper.

    EMERGENCE OF THE INTERNET.  The Internet increasingly is being used as a
medium for financial transactions and services, including bill payment and
presentment processing, cash management, payroll and other services for
commercial customers. One area of particular interest to banks is the impact
that the rapid growth of business to business, or B2B, e-commerce is having on
their customers. International Data Corporation has estimated that the amount of
B2B purchases worldwide will reach $2.2 trillion by 2004. As the trend towards
B2B e-commerce accelerates, we believe that banks, as trusted intermediaries,
are well-positioned to electronically process, transmit, record, archive,
provide customer service and mitigate the risks associated with their customers'
B2B transactions.

    In order to compete effectively in this dynamic environment, banks often
must identify effective and innovative solutions to address their unique
requirements and re-design, and in some cases completely replace, their
operational systems. Effective development and implementation of these solutions
is technically challenging, time-consuming and expensive, and banks often are
faced with a choice between building internal, custom solutions or purchasing
third party offerings. The development of internal solutions necessarily
involves either re-deploying already stretched resources or acquiring new
resources that increase fixed costs, which typically results in isolated,
departmental solutions. In addition, traditional third party solutions typically
are not designed to the banking industry's unique requirements and are often
inflexible, requiring banks to conform their work processes to available
systems. The situation is exacerbated by the fact that effective solutions
cannot be developed in isolation, given the increasingly interdependent nature
of bank-to-bank operations. Traditional third party solutions are also limited
as some offer analysis and consultation regarding a bank's operations, while
others only provide specific software applications, resulting in a piecemeal
approach to solutions development. By using multiple providers, banks face
increased costs, more complex implementation and delayed realization of
benefits. As a result, banks are in need of a solution provider, specializing in
the banking industry, to provide integrated consulting services and
technological applications.

OUR SOLUTION

    Our products and services are designed to address the unique requirements of
the banking industry. These solutions combine consulting services and
technological applications to enable banks to identify and implement e-finance
solutions, increase revenues, reduce costs and enhance delivery of customer
services. The key characteristics of our solutions include:

    INTEGRATED AND CONSULTATIVE APPROACH.  We combine our consulting expertise
and proprietary technology to serve as a single-source provider of
fully-integrated solutions that address the critical needs of banks. This
approach sets us apart from providers of partial solutions that require banks to
seek costly additional expertise or implementation services to attain a complete
solution. By offering integrated solutions, we achieve more rapid identification
and implementation of solutions than would a piecemeal approach.

                                       39
<PAGE>
    COMPREHENSIVE DELIVERY MODEL.  We are able to deliver our solutions in a
variety of ways to meet our clients' needs. These delivery methods include
traditional software licensing and associated consulting, third party
Web-hosting and licensing software for use by multiple banks in a shared
operating environment. Our ability to deliver products and services in a variety
of methods allows us to provide solutions to a wider range of clients.

    ADVANCED TECHNOLOGY.  We incorporate the latest technological developments,
including web-enabled systems and protocols, to produce software applications
that can be expanded with minimal effort, are functional and are able to
interface with a bank's current or legacy systems. In addition, our current and
past participation in inter-bank organizations, such as the Electronic Check
Clearinghouse Organization, enables us to stay at the forefront of technological
innovations in the industry.

    COMPELLING BUSINESS PROPOSITION FOR CLIENTS.  Our solutions reduce
investment risk for our clients by increasing revenues or reducing costs in a
relatively short period of time. In addition, in appropriate circumstances, we
value-price certain of our solutions, whereby we receive a percentage of the
amount of additional revenues or reduced costs achieved by the customer. These
arrangements allow banks to fund their investments in our solutions with the
benefits derived from their implementation.

    BROAD ARRAY OF SERVICES AND TECHNOLOGY.  We believe that our offerings are
the broadest in the banking industry, enabling us to provide a bank with an
expert solution targeted to a narrow area of a bank's operations or to address a
broad range of a bank's operational requirements. We believe that offering a
wide variety of solutions, from revenue enhancement to cost reduction to
improved delivery of customer services, enhances the value we offer to our
customers. In addition, our solutions embrace critical aspects of e-finance,
including mitigation of fraud, electronic processing of paper-based payments,
archiving of historical transactions and research and adjustments relating to
each of these functions. Our complementary groups of products and services, when
offered together, are able to deliver comprehensive solutions to banks. We
believe we are ideally positioned to assist banks in the transformation of their
financial transaction processing expertise into profitable revenue opportunities
with their commercial customers.

STRATEGY

    Our objective is to advance our position as a leading provider of integrated
consulting and software solutions to banks. Key elements of our strategy
include:

    EXPAND CUSTOMER BASE.  We seek to increase our customer base by building on
our strong relationships with larger banks to market our solutions to their
peers, selected smaller banks and other financial institutions. We also have
partnered with several service providers or resellers, including Fiserv, Inc.
and Metavante Corporation, to establish alternate marketing and distribution
channels of certain of our solutions through those companies to smaller banks.
Additionally, we strive to capitalize on our position as a leading provider of
e-finance solutions to the banking industry in the United States to continue to
pursue international customers, particularly banks elsewhere in North America,
Europe and Australia. When regulatory change or technological breakthroughs
create a significant economic opportunity, the quality and breadth of our
customer base allows us to rapidly penetrate the industry with valuable
solutions.

    CROSS-MARKET OUR PRODUCTS AND SERVICES TO OUR EXISTING CUSTOMER BASE.  Once
customers contract for one or more of our products or services, we strive to
develop and expand our relationships by cross-marketing other products and
services to those customers. Over the course of these relationships, we are able
to increase revenues from our existing customer base with minimal additional
sales expense by providing multiple products and services. These relationships
typically do not involve the time and customer acquisition costs associated with
the development of new relationships.

    INCREASE USE OF VALUE-PRICING AND RECURRING REVENUE ARRANGEMENTS.  We intend
to continue to share in the value that our solutions create for customers by
expanding the use of pricing methods and

                                       40
<PAGE>
negotiated arrangements to generate high-margin and recurring revenues. We plan
to increase the use of value-pricing for solutions in appropriate circumstances
where increased revenues or reduced costs resulting from such solutions can be
readily projected and measured. In addition, we intend to expand our practice of
structuring license fees for software-based solutions according to the usage of
the software, which is intended to transform a one-time license fee into a
recurring revenue stream.

    PURSUE STRATEGIC ALLIANCES AND ACQUISITIONS.  We strive to form alliances
with selected partners whose solutions and expertise, when combined with ours,
provide incremental, value-added benefits to banks and their customers. In
addition to such alliances, we also seek to make selective acquisitions of
complementary businesses that would enable us to expand our line of e-finance
solutions, grow our customer base or pursue new business opportunities.

    ENHANCE BRAND AWARENESS.  We plan to continue to build our brand awareness
and reputation to expand our customer base and attract new strategic alliances,
acquisition candidates and talented consultants, managers and employees. We
promote the Carreker brand through our Web site, direct mail, "user" conferences
conducted exclusively for our customers, participation in industry conferences
and trade shows, publication of "white papers" related to specific aspects of
our services, customer newsletters and informational listings in trade journals.

PRODUCTS AND SERVICES

    We offer a wide range of innovative solutions that enable banks to identify
and implement e-finance solutions, increase their revenues, reduce their costs
and enhance their delivery of customer services. By combining our consulting
services with our proprietary technology applications, we help banks improve
their current operations and provide access to the benefits of the Internet
economy. Our offerings, uniquely tailored to the needs of the banking industry,
fall into four complementary groups. These groups, Revenue Enhancement,
PaymentSolutions, Enterprise Solutions and CashSolutions, we believe offer
products and services that, when combined, deliver optimal benefits.

    REVENUE ENHANCEMENT.  Revenue Enhancement consulting services enable banks
to improve workflows, internal operational processes and customer pricing
structures. Our Revenue Enhancement group offers consulting services that assess
the existing policies and procedures of banks to increase their revenue streams
and reduce interest and operating expenses. These assessments generally focus on
a variety of a bank's operations, including deposits, treasury management,
commercial lending, credit cards, automobile finance, mortgage and other
consumer lending operations. Revenue Enhancement engagements typically takes
four to seven months to complete and we believe are relatively non-intrusive to
the client.

    PAYMENTSOLUTIONS.  PaymentSolutions addresses the needs of a critical
function of banks, the processing of payments made by one party to another. This
includes presentment of checks in paper and electronic form, determination of
the availability of funds, identification and mitigation of fraudulent payments,
handling irregular items such as checks returned unpaid (exceptions),
maintaining a record of past transactions (archiving), responding to related
customer inquiries (research) and correcting any errors that are discovered
(adjustments). PaymentSolutions approaches these key

                                       41
<PAGE>
functions in the context of improving operational efficiency and a gradual
transition from paper to electronic-based payment systems. Specific solutions
within this group include:

<TABLE>
<CAPTION>

<S>                <C>                                 <C>
-----------------------------------------------------------------------------------------
<CAPTION>
    SOLUTION                  DESCRIPTION                       PRODUCTS OFFERED
<S>                <C>                                 <C>

  FraudLink        Provides a comprehensive,           FRAUDLINK ON-US, FRAUDLINK
                   automated approach to solving the   DEPOSIT, FRAUDLINK KITE, FRAUDLINK
                   growing problem of fraudulent       POSITIVEPAY, FRAUDLINK ETRACKER,
                   financial transactions, including   FRAUDLINK PC, FRAUDLINK HOLD
                   bad checks drawn on banks for
                   payment, fraudulent items
                   deposited with banks for credit
                   and check kiting.

  eXceptions       Reduces the number of exceptions    CHECKFLOW 1ST EDITION, INNOVASION,
                   that banks experience, while using  RESEARCH AND ADJUSTMENTS
                   technology to transform
                   traditionally labor-intensive bank
                   operations into efficient elements
                   of the total e-payment transaction
                   chain. It features a unique
                   combination of an automated check
                   research, photo referral and
                   adjustment solutions, together
                   with a flexible workflow engine.

  eRM              Provides tools for customer         ERM EXCEPTIONS MANAGEMENT, ERM
                   relationship management in an       RISK MANAGEMENT, ERM TREASURY
                   e-finance environment through a     SERVICES, ERM IMAGE REQUESTOR
                   web-enabled decision support
                   system that incorporates exception
                   management, risk management,
                   treasury services and document
                   image archival and retrieval.

  eTrac            Offers an automated track and       RECEIVE SENTRY, RECORDS
                   trace system designed to monitor
                   items from the time they enter a
                   bank's processing stream to final
                   disposition, which enables a bank
                   to improve labor productivity by
                   channeling resources to the place
                   they are most needed.

  eInform          Focuses on performance-measurement  EILUMEN, EIPERFORM, EISTATS, SUPER
                   by using the historical data        QUERY, EIMICR, EIQUALITY
                   generated by eTrac through which
                   end-users can analyze historical
                   data to generate key performance
                   indicators, item processing volume
                   data, productivity statistics and
                   quality control benchmarks.
</TABLE>

                                       42
<PAGE>

<TABLE>
<CAPTION>

<S>                <C>                                 <C>
-----------------------------------------------------------------------------------------
<CAPTION>
    SOLUTION                  DESCRIPTION                       PRODUCTS OFFERED
<S>                <C>                                 <C>
  eTransactions    Enables banks to transition away    CHECKLINK, CHECKLINK PC, DEPOSIT
                   from paper-based payment systems    MANAGER, BRANCH TRUNCATION
                   to electronic by automating key     MANAGEMENT, CNOTES
                   elements of the processing stream
                   as well as improving a bank's
                   yield from float management. The
                   aim of this product and service is
                   to reduce and eventually eliminate
                   the movement of paper payment
                   instruments through the system,
                   automate error-prone payment
                   processing functions, consolidate
                   payment information and provide a
                   measure of fraud prevention.

  Float            Focuses on funding requirements     FLOAT ANALYSIS SYSTEM, FLOAT
  Management       and overall profitability by        PRICING SYSTEM, CONSULTING
                   properly managing a bank's float
                   through float analysis, pricing
                   and a comprehensive consulting
                   practice to improve profitability,
                   reporting, workflow and
                   check-clearing operations. It
                   provides critical activity
                   summaries, aids in creating
                   multiple availability and pricing
                   schedules as well as pinpointing
                   the cost/profitability of any
                   transaction or relationship.

  Recon Solutions  Improves efficiency and control     BANKREC
                   over the daily activity of
                   balancing and reconciling
                   financial transactions. It
                   redefines reconciliation processes
                   through technology and process
                   improvements. In addition to
                   recommendations that improve
                   automation, control and risk
                   management practices, we employ an
                   automated reconciliation software,
                   Bankrec-TM-Corporate, to provide
                   significant gains in efficiency
                   and control.
</TABLE>

                                       43
<PAGE>
    ENTERPRISE SOLUTIONS.  Enterprise Solutions provides conversion,
consolidation and integration consulting services and products on a bank-wide
basis. These services and products are particularly in demand in the context of
continuing consolidation activity in the banking industry and the pressure by
customers on banks to define and implement their e-finance strategies. Key
elements of this group include:

<TABLE>
<CAPTION>

<S>                <C>                                 <C>
-----------------------------------------------------------------------------------------
<CAPTION>
    SOLUTION                  DESCRIPTION                       PRODUCTS OFFERED
<S>                <C>                                 <C>

  Enterprise       Offers customized, bank-wide        PROJECT MANAGEMENT, ESOLUTIONS,
  Solutions        conversions, consolidation and      INTEGRATION, PROCESS OPTIMIZATION,
                   integration consulting solutions    LINE OF BUSINESS CONSULTING
                   in areas beyond payments systems,
                   including consulting and project
                   management services and IT
                   consulting for various projects.

  Strategic        Assists customers in planning and   BVIP, CUSTOMER EXPERIENCE
  Services         implementing a total e-finance and  CONSULTING, STRATEGY CONSULTING
                   payment strategy.
</TABLE>

    CASHSOLUTIONS.  CashSolutions optimizes the inventory management of a bank's
cash-on-hand, including managing how much is needed, when it is needed and where
it is needed. We believe our solutions reduce the amount of cash banks need to
hold in reserve accounts and as cash-on-hand, while ensuring a high level of
customer service through timely replenishment of cash in ATMs. Specific
solutions within this group include:

<TABLE>
<CAPTION>

<S>                <C>                                 <C>
-----------------------------------------------------------------------------------------
<CAPTION>
    SOLUTION                  DESCRIPTION                       PRODUCTS OFFERED
<S>                <C>                                 <C>

  eiService        Advances ATM monitoring and         EIMANAGER, EIGATEWAY, EIFORECASTER
                   management through the use of
                   Internet connectivity to provide
                   electronic notification of cash
                   and/or servicing needs. Scalable
                   to the largest ATM networks, it
                   forecasts cash and servicing
                   needs, dispatches vendors for cash
                   replenishment and maintenance
                   services, records completed work
                   and reconciles vendor invoices,
                   all via an electronic
                   communication infrastructure.

  eCashInventory   Reduces the amount of non-earning   CASH FORECASTER, CASH TRACKER,
                   assets required in reserve          RESERVE LINK, RESERVE LINKPLUS
                   accounts and as cash-on-hand to
                   meet operating needs. Using both
                   technology and process
                   reengineering, it provides
                   management tools for forecasting,
                   tracking and optimizing a bank's
                   inventory of currency. This group
                   of solutions frees underutilized
                   money for more productive uses.
</TABLE>

                                       44
<PAGE>

<TABLE>
<CAPTION>

<S>                <C>                                 <C>
-----------------------------------------------------------------------------------------
<CAPTION>
    SOLUTION                  DESCRIPTION                       PRODUCTS OFFERED
<S>                <C>                                 <C>
  Transportation   Reduces armored car transportation  OPTIMIZER, CONSULTING SERVICES
                   costs incurred by banks in moving
                   cash between locations and
                   replenishing ATMs. It optimizes
                   armored car utilization based on
                   ATM locations and usage, route
                   structures and delivery frequency,
                   as well as ATM deposit processing
                   requirements.

  eCashPro         Reduces transaction cost of         EVAULTMASTER II, EDEPOSITMASTER,
                   centralized currency and ATM        EVAULTFORECASTER
                   depositing processing, typically
                   provides significant cash
                   reductions throughout the vault
                   network, establishes a
                   standardized inventory measurement
                   process and allows a reduction in
                   the number of branch and vault
                   employees, as well as improves
                   Internet-based customer reporting.
</TABLE>

CUSTOMERS

    A majority of our revenues are generated from contracts with banks
maintaining assets in excess of $5.0 billion. We currently provide services or
products to 19 of the 20 largest banks in the United States as measured by total
assets by Sheshunoff Information Services. Our five largest customers accounted
for approximately 44%, 35% and 58% of total revenues during the fiscal years
ended January 31, 1998, 1999 and 2000, respectively, and for approximately 61%
of total revenues during the six months ended July 31, 2000. Wells Fargo &
Company and Firstar Bank, N.A. accounted for approximately 24% and 13% of total
revenues during the year ended January 31, 2000, respectively, and Firstar Bank,
N.A. and Barclays PLC accounted for approximately 35% and 10% of total revenues
during the six months ended July 31, 2000, respectively.

SOLUTIONS DEVELOPMENT

    Our solutions development activities focus on identifying specific bank
needs, which includes prototyping promising applications, test marketing new
products, developing sales strategies and coordinating distribution and on-going
maintenance for each of our solutions.

    We frequently receive customer requests for new services and/or software. We
strive to develop solutions in response to these requests and historically have
been able to recoup some or all of our development costs from the customer
making the request. In addition to customer-funded solutions development, we
have invested significant amounts in solutions development, including
expenditures of $3.6 million, $4.8 million and $4.8 million for research and
development in the years ended January 31, 1998, 1999 and 2000, respectively.
Further, some of our key product introductions have resulted from the adaptation
of products developed by customers to a wider market. In exchange for either a
one-time payment and/or on-going royalties, we are often able to obtain the
right to develop, enhance and market these modified products.

    Additionally, we believe our leadership role in the banking industry through
our relationship with the Electronic Check Clearing House Organization positions
us to identify and develop interbank

                                       45
<PAGE>
solutions that have bilateral or multilateral banking industry implications and
to anticipate, recognize and respond to the changing needs of the banking
industry.

TECHNOLOGY

    Our historical software products incorporate open systems architecture and
protocols to provide maximum scalability and functionality and to interface with
a bank's current and legacy systems. Our core proprietary technologies, for both
our client/server software products and mainframe software products, are
primarily directed at using a standard set of components, drivers and
application interfaces so that our software products are constructed from
reusable components which are linked together in a tool-set fashion.

    With respect to many of our newer products, we have adopted an
Internet-based development methodology that operates on NT or Unix platforms.
These products support many of the industry-standard Web browsers, such as
Microsoft Internet Explorer and AOL Netscape, and databases, such as Oracle 8i
or SQL. These products can be delivered as an ASP or as standard packaged
product.

    We continue to enhance our second-generation computer systems, which are
primarily IBM mainframe-based or client server applications, and to use common
computer tools to integrate the data from these computer programs into our new
products.

SALES AND MARKETING

    We have developed strong relationships with many senior bank executives as a
result of our delivery of effective solutions to many of the largest banks in
the United States for over 20 years. As of July 31, 2000, we had 19 Account
Relationship Managers, who are responsible for managing our day-to-day
relationships with our customers. Seventeen are responsible for domestic bank
relationships, and two are responsible for the United Kingdom and European bank
relationships. Our Account Relationship Managers' responsibilities include
identifying customers' needs and assisting our group managers in presenting
their solutions and concluding sales. Our Account Relationship Managers' work
closely with our executive officers, who serve as Executive Relationship
Managers to our customers. We also employ technical sales support staff, who are
familiar with our technology and who participate in opportunities to sell
technology-based solutions.

    We derive a significant portion of our business through customer referrals.
In addition, we market our services through a variety of media, including:

    - our Web site;

    - direct mail;

    - "user" conferences conducted exclusively for our customers by our speaking
      engagements;

    - participation in industry conferences and trade shows;

    - publication of "white papers" related to specific aspects of our services;

    - customer newsletters; and

    - informational listings in trade journals.

As of July 31, 2000, we employed a marketing staff of eight individuals,
including graphics designers, writers, administrative coordinators and a Web
master.

COMPETITION

    We compete with third-party providers of services and software products to
the banking industry, which include consulting firms and software companies.
Many of these competitors have significantly

                                       46
<PAGE>
greater financial, technical, marketing and other resources than we do. However,
we believe that our market position with respect to these competitors is
enhanced by virtue of our unique ability to deliver fully integrated consulting
services and software solutions focused on enabling banks to identify and
implement e-finance solutions, increase their revenues, reduce their costs and
enhance their delivery of customer services. We believe that we compete based on
a number of factors, including:

    - quality of solutions;

    - scope of solutions provided;

    - industry expertise;

    - access to decision makers within banks;

    - ease and speed of solutions implementation; and

    - price.

    In addition to competing with a variety of third parties, we experience
competition from our customers and potential customers when they develop,
implement and maintain their own services and applications. In addition,
customers or potential customers could enter into strategic relationships with
one or more of our competitors to develop, market and sell competing services or
products. As a result, we must continually demonstrate to existing and
prospective customers the advantages of purchasing our services and products.

GOVERNMENT REGULATION

    Our primary customers are banks. Although the services we currently offer
have not been subject to any material industry-specific government regulation,
the banking industry is heavily regulated. Our products and services must allow
banking customers to comply with all applicable regulations, and as a result, we
must understand the intricacies and application of many government regulations.
The regulations most applicable to our provision of solutions to banks include
requirements establishing minimum reserve requirements, governing funds
availability and the collection and return of checks, and establishing rights,
liabilities and responsibilities of parties in electronic funds transfers. For
example, our CashSolutions and related consulting services assist banks with
minimizing their reserves while complying with federal reserve requirements. In
addition, the expedited availability and check return requirements imposed by
funds availability regulations have increased fraud opportunities dramatically,
and our PaymentSolutions products and services address this concern while
complying with such regulations.

PROPRIETARY RIGHTS

    We rely upon a combination of patent, copyright, trademark and trade secret
laws, including the use of confidentiality agreements with employees,
independent contractors and third parties and physical security devices to
protect our proprietary technology and information. We have a number of issued
patents and registered trademarks and have filed applications for additional
patents and trademarks in the United States. We vigorously defend our
proprietary rights.

    We enter into invention assignment and confidentiality agreements with our
employees and independent contractors and confidentiality agreements with
certain customers. We also limit access to the source codes for our software and
other proprietary information. We believe that due to the rapid pace of
innovation within the software industry, factors such as the technological and
creative expertise of our personnel, the quality of our solutions, the quality
of our technical support and training services and the frequency of release of
technology enhancements are more important to establishing and maintaining a
technology leadership position than the various legal protections available for
our technology.

                                       47
<PAGE>
    We are not aware that we are infringing any proprietary rights of third
parties. We rely upon certain software that we license from third parties,
including software that is integrated with our internally developed software and
used in our solutions to perform key functions. We are not aware that any
third-party software being re-sold by us is infringing upon proprietary rights
of other third-parties. We are involved in a dispute relating to one of our
software products. See "Legal Proceedings."

EMPLOYEES

    As of July 31, 2000, we had 429 employees. Of these employees, 205 provided
consulting services, 95 worked in the technical group, 54 performed sales and
marketing, customer relations and business development functions and 75 persons
performed corporate, finance and administrative functions. We have no unionized
employees, and we believe that our employee relations are good.

INDEPENDENT CONTRACTORS

    We provide consulting and technical services and develop software in part
through the use of independent contractors who are not our employees. During
calendar year 1999, we used 31 independent contractors to provide consulting and
technical services, most of whom worked from their homes or from customers'
offices. Many of these contractors are former bank executives, and we believe
that their experience in the banking industry enables them to provide
industry-specific solutions to our customers.

PROPERTIES

    Our principal executive office is a leased facility with approximately
72,400 square feet of space in Dallas, Texas. The lease agreement for this space
expires on May 31, 2010. We also lease approximately 20,600 square feet in
Atlanta, Georgia pursuant to a lease agreement which expires on March 1, 2003,
approximately 3,300 square feet in Kansas City, Missouri, pursuant to a lease
agreement which expires February 28, 2002, approximately 5,300 square feet in
Bedford, Texas pursuant to a lease agreement which expires September 30, 2002
and approximately 3,100 square feet in Reading, England, pursuant to a lease
agreement which expires September 4, 2004. We believe that our facilities are
well maintained and in good operating condition and are adequate for our present
and anticipated levels of operations.

LEGAL PROCEEDINGS

    We began to develop with Knowledge Based Systems, Inc., or KBSI, our
CashForecaster suite of products in 1996 pursuant to a development contract.
KBSI provided the algorithm-based components for these products. This contract
is the subject of a lawsuit filed in September 2000 and pending in the United
States District Court for the Northern District of Texas. We allege that KBSI
has breached the contract and seek injunctive relief to enforce the contract and
to prevent KBSI from using or disclosing our confidential information and trade
secrets. KBSI alleges, among other things, that we have breached the contract
and seeks ownership of the CashForecaster products and unspecified actual and
exemplary monetary damages. Certain contractual disputes relating to this
contract are also the subject of a pending arbitration proceeding. This lawsuit
and the related arbitration are not expected to have a material adverse effect
on our business, financial position or results of operations.

    We are a party from time to time to certain routine legal proceedings
arising in the ordinary course of our business. Although the outcome of any of
these proceedings cannot be predicted accurately, we do not believe any
liability that might result from these proceedings could have a material adverse
effect on our financial condition and results of operations.

                                       48
<PAGE>
                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

    The following table sets forth information regarding our current executive
officers and directors. The term of Class I directors expires in 2002; the
Class II term expires in 2003; and the Class III term expires in 2001.

<TABLE>
<CAPTION>
NAME                                     AGE       CLASS     POSITION
----                                   --------   --------   --------
<S>                                    <C>        <C>        <C>
John D. Carreker, Jr................      58      I          Chairman of the Board, Chief Executive
                                                             Officer and Director

Royce D. Brown......................      52      --         Vice Chairman of the Office of the
                                                             President, Executive Vice President and
                                                             Managing Director

John S. Davis, Jr...................      42      --         Executive Vice President and Managing
                                                             Director

Terry L. Gage.......................      43      --         Executive Vice President, Treasurer, Chief
                                                             Financial Officer and Assistant Secretary

Richard J. Jerrier..................      57      --         Executive Vice President and Managing
                                                             Director

Wyn P. Lewis........................      51      III        Vice Chairman of the Office of the
                                                             President, Executive Vice President and
                                                             Managing Director

Robert M. Olson, Jr.................      45      --         Executive Vice President and Managing
                                                             Director

James D. Carreker...................      53      III        Director

James L. Fischer....................      72      II         Director

Donald L. House.....................      59      I          Director

Richard R. Lee, Jr..................      53      II         Director

Larry J. Peck.......................      53      I          Director

David K. Sias.......................      62      III        Director
</TABLE>

    JOHN D. CARREKER, JR. has served as our Chairman of the Board of Directors
and Chief Executive Officer since our formation in 1978. John D. Carreker, Jr.
and James D. Carreker are brothers.

    ROYCE D. BROWN was appointed Vice Chairman of the Office of the President in
September 1999 and has served as Executive Vice President and Managing Director
since February 1996. From March 1994 to January 1996, Mr. Brown served as Vice
President and Managing Director.

    JOHN S. DAVIS, JR. has served as Executive Vice President and Managing
Director since April 1997. From February 1996 to April 1997, Mr. Davis served as
Senior Vice President and Managing Director. From February 1993 to January 1996,
Mr. Davis served as Director of Sales and Marketing. From July 1992 to February
1993, Mr. Davis served as a regional sales manager.

    TERRY L. GAGE has served as Executive Vice President, Treasurer and Chief
Financial Officer since October 1995 and was elected Assistant Secretary in
April 1997. From October 1986 to April 1995, Mr. Gage served as Treasurer and
Chief Financial Officer of FAAC Incorporated, a company specializing in
technology engineering and consulting services.

                                       49
<PAGE>
    RICHARD J. JERRIER has served as Executive Vice President and Managing
Director since January 1999. From 1993 until December 1998, Mr. Jerrier served
as the Senior Vice President and Director of New Business for Atlantic Data
Services, a professional services firm that provides project management
leadership to the financial services industry.

    WYN P. LEWIS has served as our director since March 2000, was appointed Vice
Chairman of the Office of the President in September 1999 and has served as
Executive Vice President and Managing Director since March 1996. From March 1993
to March 1996, Mr. Lewis served as our Vice President and Managing Director.

    ROBERT M. OLSON, JR. has served as Executive Vice President and Managing
Director since September 1998. From July 1994 until July 1998, Mr. Olson served
as Executive Vice President, Operations & Technology for Magna Group, Inc., a
financial services institution.

    JAMES D. CARREKER has served as our director since 1984. Mr. Carreker serves
as Chairman of the Board of Directors of Wyndham International, Inc., a hotel
management and leasing company. From January 1998 to March 2000, Mr. Carreker
served as Chief Executive Officer of Wyndham International, and from January
1998 to June 1999 Mr. Carreker also served as a director of Patriot American
Hospitality, Inc. Patriot was a hotel real estate investment trust until it
became a wholly-owned subsidiary of Wyndham International in June 1999.
Mr. Carreker served as President and Chief Executive Officer of Wyndham Hotel
Corporation, a national hotel company from May 1996, and as a director of
Wyndham from February 1996, until the merger of Wyndham with and into Patriot in
January 1998. Mr. Carreker also served as Chief Executive Officer of Trammell
Crow Company, a national real estate company, from August 1994 to December 1995
and currently serves as a director of Crow Family Holdings. John D. Carreker,
Jr. and James D. Carreker are brothers.

    JAMES L. FISCHER has served as our director since 1984. Mr. Fischer retired
in 1984 from Texas Instrument Incorporated, an electronics manufacturer, where
he served in a variety of positions over 29 years. At the time of his
retirement, Mr. Fischer served as Executive Vice President and Principal
Financial Officer of Texas Instruments.

    DONALD L. HOUSE has served as our director since March 1998. From January
1993 until December 1997, Mr. House served as Chairman of the Board of Directors
of SQL Financials International, Inc. (now known as Clarus Corporation), a
developer of financial, human resource and electronic commerce application
software. Mr. House continues to serve as a director of Clarus Corporation.
Mr. House is a director of Eshare Technologies, Inc., formerly known as Melita
International Corporation, a provider of automated customer relationship
management systems, where he serves as chairman of its audit committee and a
member of its compensation committee. He is now chairman of Ockham
Technologies, Inc., a provider of sales management software, and he is on the
board of several other private technology companies.

    RICHARD R. LEE, JR. has served as our director since 1984. Mr. Lee has
served as President of Lee Financial Corporation, a financial advisory firm,
since 1975.

    LARRY J. PECK has served as our director since October 1996. Mr. Peck has
served since 1994 as Senior Vice President and Manager, Technology Solutions
Sector, of Science Applications International Corporation, or SAIC, a
diversified technology research and development services company. An affiliate
of SAIC is a selling stockholder in this offering.

    DAVID K. SIAS has served as our director since October 1993 and has served
as a consultant to us since November 1993. Mr. Sias also serves as a consultant
to other companies.

                                       50
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS

    The board of directors has an audit committee and a compensation committee.
The members of the audit committee are Messrs. Fischer, House and Peck. The
audit committee makes recommendations to the board of directors regarding the
selection of independent auditors, reviews the results and scope of audits and
other accounting-related services and reviews and evaluates our internal control
functions. The members of the compensation committee are Messrs. Fischer and
Lee. The compensation committee makes recommendations to the board of directors
concerning salaries and incentive compensation for our officers and employees
and administers our 1994 Long Term Incentive Plan.

                                       51
<PAGE>
                       PRINCIPAL AND SELLING STOCKHOLDERS

    The following table sets forth as of September 21, 2000, certain information
regarding the beneficial ownership of our outstanding common stock, both before
this offering and immediately following this offering by:

    - each person known by us to own beneficially more than five percent of our
      outstanding common stock;

    - each of our directors and each of our most highly compensated executive
      officers;

    - each selling stockholder; and

    - all of our directors and executive officers as a group.

    As of September 21, 2000, the number of shares of our common stock
outstanding was 18,864,552. Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission. These rules generally
require inclusion of any securities over which the stockholders have voting or
investment power. In accordance with the rules of the Securities and Exchange
Commission, shares of our common stock subject to options that are presently
exercisable or exercisable within 60 days of September 21, 2000 are deemed
outstanding and beneficially owned by the person holding such options for the
purpose of computing the percentage of ownership of such person, but are not
treated as outstanding for the purpose of computing the percentage of any other
person. These options are separately set forth below in the column titled
"Options." Unless otherwise noted, the address for the stockholders named in the
table is 4055 Valley View Lane, Suite 1000, Dallas, Texas 75244.

<TABLE>
<CAPTION>
                          SHARES BENEFICIALLY OWNED PRIOR                       SHARES BENEFICIALLY OWNED
                                  TO THE OFFERING              NUMBER OF           AFTER THE OFFERING
                          --------------------------------      SHARES       -------------------------------
          NAME             NUMBER      OPTIONS    PERCENT    BEING OFFERED    NUMBER     OPTIONS    PERCENT
------------------------  ---------   ---------   --------   -------------   ---------   --------   --------
<S>                       <C>         <C>         <C>        <C>             <C>         <C>        <C>
John D. Carreker, Jr.
  (1)(3)................  4,395,271          --     23.3%      1,018,000     3,377,271        --      16.2%
Ronald R. Antinori
  (2)...................  2,669,646          --     14.2         618,500     2,051,146        --       9.8
Wyn P. Lewis (3)(4).....    233,224      37,760      1.4          54,000       179,224    37,760       1.0
Royce D. Brown (3)......    299,178      77,000      2.0          69,000       230,178    77,000       1.5
Richard J. Jerrier......         --      40,625        *              --            --    40,625         *
David K. Sias (5).......    248,173       7,700      1.4          57,500       190,673     7,700         *
James L. Fischer (6)....    136,486      11,529        *          20,000       116,486    11,529         *
James D. Carreker (7)...    118,550      18,251        *              --       118,550    18,251         *
Richard R. Lee, Jr.
  (8)...................    117,199      22,602        *              --       117,199    22,602         *
Larry J. Peck
  (9) (11)..............         --      10,719        *              --            --    10,719         *
Donald L. House (10)....         --      38,161        *              --            --    38,161         *
SAIC Venture Capital
  Corporation (11)......    702,967          --      3.7         163,000       539,967        --       2.6
Directors and executive
  officers as a group
  (13 persons)(3).......  5,622,048     436,343     31.4%                    4,403,548   436,343      23.2%
</TABLE>

------------------------

*Less than 1% of the outstanding common stock.

(1) Includes 465,079 shares held in a family limited partnership.

(2) Includes 402,111 shares held by Susan Antinori, the wife of Mr. Antinori, as
    to which Mr. Antinori disclaims beneficial ownership. The address for
    Mr. Antinori is 238 15th Street, No. 12, Atlanta, Georgia 30309.

                                       52
<PAGE>
(3) Includes 68,837, 17,239, 42,956 and 146,499 shares of common stock held in
    our employee stock ownership plan for the benefit of Messrs. Carreker, Lewis
    and Brown, respectively, and all directors and executive officers as a
    group.

(4) Includes 38,500 shares of restricted stock issued under our 1994 Long Term
    Incentive Plan.

(5) Includes 6,000 shares held by Patricia L. Sias, the wife of Mr. Sias, as to
    which Mr. Sias disclaims beneficial ownership. The address for Mr. Sias is
    1930 Jelinda Drive, Santa Barbara, California 93108.

(6) Includes 2,000 shares held by Elizabeth Fischer, the wife of Mr. Fischer, as
    to which Mr. Fischer disclaims beneficial ownership. The address for
    Mr. Fischer is 7170 Kendallwood, Dallas, Texas 75240.

(7) Includes 6,576 shares held by children of Mr. Carreker, as to which
    Mr. Carreker disclaims beneficial ownership. The address for Mr. Carreker is
    1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207.

(8) Includes 5,000 shares held by Lee Financial Corporation and 11,576 shares
    currently held in trust, as to which Mr. Lee disclaims beneficial ownership.
    The address for Mr. Lee is 12201 Merritt Drive, Suite 530, Dallas, Texas
    75251.

(9) The address for Mr. Peck is 10260 Campus Point Drive, San Diego, California
    92121.

(10) The address for Mr. House is 2480 Spalding Drive, Atlanta, Georgia 30350.

(11) The address for SAIC Venture Capital Corporation is 3993 Howard Hughes
    Parkway, Suite 570, Las Vegas, Nevada 89109. SAIC Venture Capital
    Corporation is an affiliate of Science Applications International
    Corporation of which Mr. Peck is an officer.

    In the event that the underwriters elect to exercise the over-allotment
option, the selling stockholders will sell up to the following number of
additional shares:

<TABLE>
<S>                                                  <C>
John D. Carreker, Jr...............................  210,000
Ronald R. Antirori.................................  130,000
Wyn P. Lewis.......................................   46,000
Royce D. Brown.....................................   31,000
SAIC Venture Capital Corporation...................  183,000
                                                     -------
                                                     600,000
                                                     =======
</TABLE>

                                       53
<PAGE>
                                  UNDERWRITING

    The underwriters named below, acting through their representatives,
Robertson Stephens, Inc., Chase Securities Inc. and U.S. Bancorp Piper
Jaffray Inc. have severally agreed with us and the selling stockholders, subject
to the terms and conditions of the underwriting agreement, to purchase from us
and the selling stockholders the number of shares of common stock set forth
below opposite their respective names. The underwriters are committed to
purchase and pay for all such shares if any are purchased.

<TABLE>
<CAPTION>
                                                              NUMBER OF
                        UNDERWRITER                            SHARES
------------------------------------------------------------  ---------
<S>                                                           <C>
Robertson Stephens, Inc. and Robertson Stephens
  International, Ltd. ......................................
Chase Securities Inc. and Chase Manhattan International
  Limited...................................................
U.S. Bancorp Piper Jaffray Inc..............................

                                                              ---------
    Total...................................................  4,000,000
                                                              =========
</TABLE>

    The underwriters' representatives have advised us that the underwriters
propose to offer the shares of common stock to the public at the public offering
price set forth on the cover page of this prospectus and to selected dealers at
that price less a concession of not in excess of $      per share, of which
$0.10 may be reallowed to other dealers. After this offering, the public
offering price, concession and reallowance to dealers may be reduced by the
underwriters' representatives. No such reduction shall change the amount of
proceeds to be received by us as set forth on the cover page of this prospectus.
The common stock is offered by the underwriters subject to receipt and
acceptance by them and subject to their right to reject any order in whole or in
part.

OVER-ALLOTMENT OPTION

    The selling stockholders have granted to the underwriters an option,
exercisable during the 30-day period after the date of this prospectus, to
purchase up to 600,000 additional shares of common stock at the public offering
price less the underwriting discount set forth on the cover page of this
prospectus. To the extent that the underwriters exercise this option, each of
the underwriters will have a firm commitment to purchase approximately the same
percentage of such additional shares as the number of shares to be purchased by
it as shown in the above table represents as a percentage of the 4,000,000
shares offered by this prospectus. If purchased, these additional shares will be
sold by the underwriters on the same terms as those on which the 4,000,000
shares offered by this prospectus are being sold. Each of the selling
stockholders will be obligated, under this over-allotment option, to sell shares
to the underwriters to the extent the option is exercised. The underwriters may
exercise the option only to cover over-allotments made in connection with the
sale of the shares of common stock offered in this offering.

                                       54
<PAGE>
    The following table summarizes the compensation to be paid to the
underwriters by us and the selling stockholders:

<TABLE>
<CAPTION>
                                                                                 TOTAL
                                                                         ---------------------
                                                                          WITHOUT      WITH
                                                                PER        OVER-       OVER-
                                                               SHARE     ALLOTMENT   ALLOTMENT
                                                              --------   ---------   ---------
<S>                                                           <C>        <C>         <C>
Underwriting discounts payable by us........................  $           $           $
Underwriting discounts payable by the selling
  stockholders..............................................  $           $           $
</TABLE>

    We estimate that expenses payable by us in connection with this offering,
other than the underwriting discounts referred to above, will be approximately
$579,000.

INDEMNITY

    The underwriting agreement contains covenants of indemnity among the
underwriters, us and the selling stockholders against certain civil liabilities,
including liabilities under the Securities Act of 1933, as amended, and
liabilities arising from breaches of representations and warranties contained in
the underwriting agreement.

LOCK-UP AGREEMENTS

    Each of our executive officers and directors and each of the selling
stockholders have agreed, during the period of 90 days after the effective date
of the registration statement of which this prospectus forms a part, subject to
specified exceptions, not to offer to sell, contract to sell, or otherwise sell,
dispose of, loan, pledge or grant any rights with respect to any shares of
common stock or any options or warrants to purchase any share of common stock,
or any securities convertible into or exchangeable for share of common stock
owned as of the date of this prospectus or thereafter acquired directly by those
holders or with respect to which they have the power of disposition, without the
prior written consent of Robertson Stephens, Inc. However, Robertson Stephens,
Inc. may, in its sole discretion and at any time or from time to time, without
notice, release all or any portion of the securities subject to lock-up
agreements. There are no existing agreements between the underwriters'
representatives and any of our stockholders who have executed a lock-up
agreement providing consent to the sale of shares prior to the expiration of the
lock-up period.

    In addition, we have agreed that during the lock-up period we will not,
without the prior written consent of Robertson Stephens, Inc., subject to
specified exceptions, (a) consent to the disposition of any shares held by
stockholders subject to lock-up agreements prior to the expiration of the
lock-up period, or (b) offer, sell, contract to sell, or otherwise dispose of,
any shares of common stock, any options or warrants to purchase any shares of
common stock or any securities convertible into, exercisable for or exchangeable
for shares of common stock other than (w) our sale of shares in this offering,
(x) the issuance of our common stock upon the exercise of outstanding options or
warrants, (y) the issuance of options under existing stock option and incentive
plans, subject to certain limitations, and (z) the issuance of our common stock
or securities convertible into, or exchangeable or exercisable for shares of our
common stock in connection with acquisitions, subject to specified limitations.

SYNDICATE SHORT SALES

    The representatives have advised us that, on behalf of the underwriters,
they may make short sales of our common stock in connection with this offering,
resulting in the sale by the underwriters of a greater number of shares than
they are required to purchase pursuant to the underwriting agreement. The short
position resulting from those short sales will be deemed a "covered" short
position to the

                                       55
<PAGE>
extent that it does not exceed the 600,000 shares subject to the underwriters'
over-allotment option and will be deemed a "naked" short position to the extent
that it exceeds that number. A naked short position is more likely to be created
if the underwriters are concerned that there may be downward pressure on the
trading price of the common stock in the open market that could adversely affect
investors who purchased shares in the offering. The underwriters may reduce or
close out their covered short position either by exercising the over-allotment
option or by purchasing shares in the open market. In determining which of these
alternatives to pursue, the underwriters will consider the price at which shares
are available for purchase in the open market as compared to the price at which
shares are available for purchase through the over-allotment option. Any "naked"
short position will be closed out by purchasing shares in the open market.
Similar to the other stabilizing transactions described below, open market
purchases made by the underwriters to cover all or a portion of their short
position may have the effect of preventing or retarding a decline in the market
price of our common stock following this offering. As a result, our common stock
may trade at a price that is higher than the price that otherwise might prevail
in the open market.

STABILIZATION

    The representatives have advised us that, pursuant to Regulation M under the
Securities Exchange Act of 1934, they may engage in transactions, including
stabilizing bids or the imposition of penalty bids, that may have the effect of
stabilizing or maintaining the market price of the shares of common stock at a
level above that which might otherwise prevail in the open market. A
"stabilizing bid" is a bid for or the purchase of shares of common stock on
behalf of the underwriters for the purpose of fixing or maintaining the price of
the common stock. A "penalty bid" is an arrangement permitting the
representatives to claim the selling concession otherwise accruing to an
underwriter or syndicate member in connection with the offering if the common
stock originally sold by that underwriter or syndicate member is purchased by
the representatives in the open market pursuant to a stabilizing bid or to cover
all or part of a syndicate short position. The representatives have advised us
that stabilizing bids and open market purchases may be effected on the Nasdaq
National Market or otherwise and, if commenced, may be discontinued at any time.

REGULATION M/PASSIVE MARKET MAKING

    In connection with this offering, certain underwriters and selling group
members, if any, who are qualified market makers on the Nasdaq National Market
may engage in passive market making transactions in our common stock on the
Nasdaq National Market in accordance with Rule 103 of Regulation M under the
Securities Exchange Act of 1934, during the business day prior to the pricing of
this offering, before the commencement of offers or sales of the common stock.
Passive market makers must comply with applicable volume and price limitations
and must be identified as such. In general, a passive market maker must display
its bid at a price not in excess of the highest independent bid of such
security; if all independent bids are lowered below the passive market maker's
bid, however, such bid must then be lowered when certain purchase limits are
exceeded.

                                 LEGAL MATTERS

    Locke Liddell & Sapp LLP, Dallas, Texas, will pass upon the validity of the
common stock offered under this prospectus. Maurice E. Purnell, a partner of
Locke Liddell & Sapp LLP, is the secretary of Carreker. Alston & Bird LLP,
Atlanta, Georgia, will pass upon certain legal matters relating to the offering
on behalf of the underwriters.

                                    EXPERTS

    Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended January 31, 2000, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
consolidated financial statements are incorporated by reference in reliance on
Ernst & Young LLP's report given on their authority as experts in accounting and
auditing.

                                       56
<PAGE>
                      WHERE YOU CAN FIND MORE INFORMATION

    We are subject to the informational requirements of the Securities Exchange
Act of 1934, and therefore we file annual, quarterly and current reports, proxy
statements and other information with the Commission. You may read and copy any
of the reports, proxy statements and other information that we file at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference
Room by calling the Commission at 1-800-SEC-0330. In addition, the Commission
maintains an Internet site at http://www.sec.gov that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission. Reports, proxy and information statements
and other information about us may also be inspected at the National Association
of Securities Dealers, Inc. at NASD Regulation, Inc., Corporate Financing
Department, 9509 Key West Ave., 5th Floor, Rockville, MD 20850.

    We have filed with the Commission a registration statement on Form S-3 under
the Securities Act of 1933, as amended, with respect to the shares of common
stock offered in this prospectus. This prospectus is part of that registration
statement and, as permitted by the Commission's rules, does not contain all of
the information set forth in the registration statement. For further information
about us and our common stock, we refer you to the documents that have been
filed as exhibits to the registration statement, and statements relating to
those documents are qualified in all respects by this reference. You can review
and copy the registration statement and its exhibits from the Commission at the
address listed above or from its Internet site.

    The Commission allows us to "incorporate by reference" into this prospectus
information we file with the Commission in other documents. This means that we
can disclose important information by referring you to other documents that we
file with the Commission. We incorporate by reference the documents listed below
and future filings we will make with the Commission under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 until the offering of these
shares is terminated:

    - our annual report on Form 10-K for the fiscal year ended January 31, 2000,
      as amended by our annual report on Form 10-K/A filed October 3, 2000;

    - our quarterly report on Form 10-Q for the quarter ended April 30, 2000;

    - our quarterly report on Form 10-Q for the quarter ended July 31, 2000; and

    - the description of our capital stock contained in our registration
      statement on Form 8-A filed with the Commission on May 5, 1998.

    The information incorporated by reference is deemed to constitute a part of
this prospectus, except that any statement contained in a document incorporated
or deemed to be incorporated by reference in this prospectus shall be deemed
modified, superseded or replaced for purposes of this prospectus to the extent
that a statement contained in this prospectus or in any subsequently filed
document that also is or is deemed to be incorporated by reference in this
prospectus modifies, supersedes or replaces such statement. Any statement so
modified, superseded or replaced shall not be deemed, except as so modified,
superseded or replaced, to constitute a part of this prospectus.

    You may request a copy of any information that we incorporate by reference
into the registration statement or this prospectus, at no cost, by writing or
telephoning us. Please send your request to:

       Carreker Corporation
       4055 Valley View Lane, Suite 1000
       Dallas, Texas 75244
       Attention: Terry L. Gage
       Telephone number (972) 458-1981

                                       57
<PAGE>
               WE BELIEVE OUR MARKET OPPORTUNITIES ARE DRIVEN BY
                          FAVORABLE INDUSTRY DYNAMICS.

Icon representing a bank in middle of page surrounded by four triangles
containing the following phrases "Consolidation," "Regulatory Change," "Evolving
Technologies" and "Emergence of Internet."

                                     [LOGO]
<PAGE>
                                     [LOGO]
<PAGE>
                                    PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

    The following table indicates the estimated expenses to be incurred by us in
connection with the offering described in the Registration Statement:

<TABLE>
<CAPTION>

<S>                                                           <C>
Securities and Exchange Commission filing fee...............  $ 22,466
NASD filing fee.............................................     9,010
Nasdaq National Market additional listing fee...............    17,500
Blue Sky fees and expenses..................................     5,000
Printing and engraving fees.................................   150,000
Accountants' fees and expenses..............................   100,000
Legal fees and expenses.....................................   200,000
Miscellaneous...............................................    75,024
                                                              --------
    Total...................................................  $579,000
                                                              ========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 145 of the Delaware General Corporation Law provides, in effect,
that any person made a party to any action by reason of the fact that he is or
was our director, officer, employee or agent may and, in certain cases, must be
indemnified by us against, in the case of a non-derivative action, judgments,
fines, amounts paid in settlement and reasonable expenses (including attorney's
fees) incurred by him as a result of such action, and in the case of a
derivative action, against expense (including attorney's fees), if in either
type of action he acted in good faith and in a manner he reasonably believed to
be in or not opposed to our best interests. This indemnification does not apply,
in a derivative action, to matters as to which it adjudged that the director,
officer, employee or agent is liable to us, unless upon court order it is
determined that, despite such adjudication of liability, but in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity for
expense and, in a non-derivative action, to any criminal proceeding in which
such person had reasonable cause to believe his conduct was unlawful.

    Article Eight of our amended and restated certificate of incorporation
provides that, to the fullest extent permitted by Delaware law, none of our
directors shall be liable to us or our stockholders for monetary damages for
breach of fiduciary duty as a director.

    Article Eight of our amended and restated certificate of incorporation also
provides that we may indemnify to the fullest extent permitted by Delaware law
any and all of our directors and officers, or former directors and officers, or
any person who may have served at our request as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise. In
addition, Section 7.07 of our amended and restated bylaws provides for similar
indemnification of officers and directors within the limits of Delaware law.

    Reference is made to the underwriting agreement which will be filed as part
of Exhibit 1.1 to this prospectus, pursuant to which the underwriters have
agreed to indemnify our officers and directors against certain liabilities under
the Securities Act of 1933, as amended, or Securities Act.

    We will enter into indemnification agreements with each of our officers and
directors. Pursuant to such agreements, we will, to the extent permitted by
applicable law, indemnify these persons against all expenses, judgments, fines
and penalties incurred in connection with the defense or settlement of any
actions brought against them by reason of the fact that they were our directors
or assumed certain responsibilities at our direction. We have also purchased
directors and officers liability insurance in order to limit our exposure to
liability for indemnification of directors and officers.

                                      II-1
<PAGE>
ITEM 16. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES.

<TABLE>
<CAPTION>
     EXHIBIT NO.                                DESCRIPTION
---------------------   ------------------------------------------------------------
<C>                     <S>
         1.1+           Form of Underwriting Agreement by and among Carreker
                        Corporation and the Underwriters.
         2.1            Agreement and Plan of Merger between
                        Carreker-Antinori, Inc., a Texas corporation, and
                        Carreker-Antinori, Inc., a Delaware corporation
                        (incorporated by reference to Exhibit 2.1 to the Company's
                        Registration Statement on Form S-1 (Registration No.
                        333-48399)).
         2.2            Agreement and Plan of Merger, dated January 29, 1999, by and
                        among Carreker-Antinori, Inc., GO Acquisition Corp., Genisys
                        Operation, Inc., and Kevin J. Taylor, Ronald W. Kreykes,
                        Thomas R. Flannery, Robert A. Walsh, and Patrick M.
                        Rogal-Davis (incorporated by reference to Exhibit 2.1 to
                        Carreker Corporation's Current Report on Form 8-K filed
                        February 12, 1999).
         2.3            List of Schedules and Attachments omitted from Exhibit 2.2,
                        Agreement and Plan of Merger (incorporated by reference to
                        Exhibit 2.2 to Carreker Corporation's Current Report on Form
                        8-K filed February 12, 1999).
         4.1            Specimen Stock Certificate (incorporated by reference to
                        Exhibit 4.1 to Carreker Corporation's Registration Statement
                        on Form S-1 (Registration No. 333-48399)).
         4.2            Amended and Restated Certificate of Incorporation and Bylaws
                        of Carreker Corporation (incorporated by reference to
                        Exhibit 4.2 to Carreker Corporation's Registration Statement
                        on Form S-1 (Registration No. 333-48399).
         5.1*           Opinion of Locke Liddell & Sapp LLP.
        23.1*           Consent of Ernst & Young LLP, Independent Auditors.
        23.2*           Consent of Locke Liddell & Sapp LLP (included in
                        Exhibit 5.1).
        24.1*           Power of Attorney (included on first signature page).
</TABLE>

------------------------

*   Filed herewith

+   To be filed by amendment

ITEM 17. UNDERTAKINGS.

    We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, as amended, each filing of our annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

    We hereby undertake to provide the representatives of the Underwriters at
the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons pursuant to the Delaware General Corporation Law, our certificate of
incorporation and our bylaws, the Underwriting Agreement, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, we will, unless in the opinion of

                                      II-2
<PAGE>
our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by us is against public policy as expressed in the Securities Act of 1933, as
amended, and will be governed by the final adjudication of such issue.

    We hereby undertake that:

    (1) For purposes of determining any liability under the Securities Act of
1933, as amended, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933, as amended, shall be deemed to be part
of this registration statement as of the time it was declared effective.

    (2) For the purpose of determining any liability under the Securities Act of
1933, as amended, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                      II-3
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on this 2nd day of October,
2000.

<TABLE>
<S>                                                    <C>  <C>
                                                       CARREKER CORPORATION

                                                       By:  /s/ JOHN D. CARREKER, JR.
                                                            -----------------------------------------
                                                            John D. Carreker, Jr.
                                                            CHIEF EXECUTIVE OFFICER AND DIRECTOR
</TABLE>

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
and on the dates indicated.

                               POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John D. Carreker, Jr. and Terry L. Gage, and each
of them, such individual's true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for such individual and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and any registration statement related to the offering contemplated by this
registration statement that is to be effective upon filing pursuant to Rule 462
under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully and to
intents and purpose as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or the
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
              /s/ JOHN D. CARREKER, JR.                Chief Executive Officer and   October 2, 2000
     -------------------------------------------         Director (Principal
                John D. Carreker, Jr.                    Executive Officer)

                  /s/ TERRY L. GAGE                    Chief Financial Officer,      October 2, 2000
     -------------------------------------------         Executive Vice President
                    Terry L. Gage                        and Treasurer (Principal
                                                         Financial and Accounting
                                                         Officer)

                  /s/ WYN P. LEWIS                     Executive Vice President,     October 2, 2000
     -------------------------------------------         Managing Director and
                    Wyn P. Lewis                         Director
</TABLE>

                                      II-4
<PAGE>

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
                /s/ JAMES D. CARREKER                           Director             October 2, 2000
     -------------------------------------------
                  James D. Carreker

                /s/ JAMES L. FISCHER                            Director             October 2, 2000
     -------------------------------------------
                  James L. Fischer

                 /s/ DONALD L. HOUSE                            Director             October 2, 2000
     -------------------------------------------
                   Donald L. House

               /s/ RICHARD R. LEE, JR.                          Director             October 2, 2000
     -------------------------------------------
                 Richard R. Lee, Jr.

                                                                Director             October 2, 2000
     -------------------------------------------
                    Larry J. Peck

                  /s/ DAVID K. SIAS                             Director             October 2, 2000
     -------------------------------------------
                    David K. Sias
</TABLE>

                                      II-5