As filed with the Securities and Exchange Commission on February 26, 1999.
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
TRANSACTION SYSTEMS ARCHITECTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-0772104
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
224 South 108th Avenue
Omaha, Nebraska 68154
(Address of principal executive offices) (Zip Code)
Transaction Systems Architects, Inc. 1999 Stock Option Plan
Transaction Systems Architects, Inc. 1999 Employee Stock Purchase Plan
(Full title of the plans)
David P. Stokes, Esq.
General Counsel and Secretary
Transaction Systems Architects, Inc.
224 South 108th Avenue
Omaha, Nebraska 68514
(402) 334-5101
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================== ========================== ===================== ================ ===============
Proposed Maximum Proposed Amount of
Title of Securities to be Amount to be Offering Price Per Maximum Registration
Registered Registered(1) Share Aggregate Fee
Offering Price
================================== ========================== ===================== ================ ===============
1999 STOCK OPTION PLAN 1,000,000 shares $ 39.8125 (2) $ 39,812,500 $ 11,067.88
Class A Common Stock,
$0.005 par value
- ---------------------------------- -------------------------- --------------------- ---------------- ---------------
1999 EMPLOYEE STOCK 250,000 shares $ 39.8125 (2) $ 9,953,125 $ 2,766.97
PURCHASE PLAN
Class A Common Stock,
$0.005 par value
================================== ========================== ===================== ================ ===============
TOTAL 1,250,000 shares $ 49,765,625 $ 13,834.84
================================== ========================== ===================== ================ ===============
(1) Pursuant to Rule 416, this Registration Statement also covers any
additional shares of Class A Common Stock which may be issuable pursuant to
the antidilution provisions of the Transaction Systems Architects, Inc. 1999
Stock Option Plan or Transaction Systems Architects, Inc. 1999 Employee Stock
Purchase Plan.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h). The price is based upon the average of the high and low
prices of Transaction Systems Architects, Inc. Class A Common Stock on February
22, 1999, as reported on the National Association of Securities Dealers
Automated Quotations system.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The documents listed in (a) through (c) below are incorporated by
reference in this registration statement and all documents subsequently filed
by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such documents.
(a) The registrant's latest annual report filed pursuant to
section 13(a) or 15(d) of the Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.
(c) The description of the class of securities contained in a
registration statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers and directors, subject to certain limitations.
The Certificate of Incorporation of the registrant expressly provides for
indemnification of an officer or director made a party or threatened to be
made a party to proceedings by reason of the fact that such person was an
officer or director. The Certificate of Incorporation also authorizes the
registrant to maintain officer and director liability insurance, and such a
policy is currently in effect.
Item 8. Exhibits
Exhibit
Number
5 Opinion of Legal Counsel
23 Consent of Arthur Andersen LLP
24 Power of Attorney (included in Signature Page)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
2. That, for the purpose of determining any liability
under the Act, each such post-effective amendment 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.
3. To remove from registration by means of post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the
registrant 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, the registrant will, unless in the opinion of
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
SIGNATURES
The Registrant. 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-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Omaha, State of
Nebraska, on this 26th day of February, 1999.
TRANSACTION SYSTEMS ARCHITECTS, INC.
By: /s/ William E. Fisher
---------------------------------
William E. Fisher, Chief Executive
Officer,President and Director
POWER OF ATTORNEY
We, the undersigned officers and directors of Transaction Systems
Architects, Inc., hereby severally and individually constitute and appoint
William E. Fisher, Gregory J. Duman, and Dwight G. Hanson, and each of them,
the true and lawful attorneys and agents of each of us to execute in the name,
place and stead of each of us (individually and in any capacity stated below)
any and all amendments to this Registration Statement on Form S-8, and all
instruments necessary or advisable in connection therewith, and to file the
same with the Securities and Exchange Commission, each of said attorneys and
agents to have power to act with or without the other and to have full power
and authority to do and perform in the name and on behalf of each of the
undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person, and we hereby ratify and confirm our signatures
as they may be signed by our said attorneys and agents and each of them to any
and all such amendments and other instruments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
- ------------------------ --------------------------------- -------
/s/ William E. Fisher Chief Executive Officer, President February 26, 1999
William E. Fisher and Director
(Principal Executive Officer)
/s/ Gregory J. Duman Chief Financial Officer February 26, 1999
Gregory J. Duman (Principal Financial Officer)
/s/ Dwight G. Hanson Vice President February 26, 1999
Dwight G. Hanson (Principal Accounting Officer)
/s/ David C. Russell Director February 26, 1999
David C. Russell
/s/ Promod Haque Director February 26, 1999
Promod Haque
/s/ Charles E. Noell, III Director February 26, 1999
Charles E. Noell, III
/s/ Jim D. Kever Director February 26, 1999
Jim D. Kever
/s/ Larry G. Fendley Director February 26, 1999
Larry G. Fendley
EXHIBIT INDEX
Exhibit Number Description
- --------------- -------------
5 Opinion of Legal Counsel
23 Consent of Arthur Andersen LLP
24 Power of Attorney (included in Signature Page)
BAKER & McKENZIE
Attorneys at Law
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
February 26, 1999
Board of Directors
Transaction Systems Architects, Inc.
224 South 108th Avenue
Omaha, Nebraska 68154
Re: Transaction Systems Architects, Inc. (the "Company")
Gentlemen:
We have acted as your counsel in connection with the registration, on
a Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of an aggregate of 1,250,000 shares of the
Company's Class A Common Stock, $.005 par value per share (the "Stock") to be
issued by the Company pursuant to the Company's 1999 Stock Option Plan and
1999 Employee Stock Purchase Plan (together, the "Plans"). We have reviewed
the Registration Statement, the charter and by-laws of the Company, corporate
proceedings of the Board of Directors relating to the issuance of the shares
of Stock, and such other documents, corporate records and questions of laws as
we have deemed necessary to the rendering of the opinions expressed below.
Based upon the foregoing, we are of the opinion that the 1,250,000
shares of Stock to be issued by the Company, as described in the Plans, will
be legally issued, fully paid and non-assessable when issued and paid for in
the manner contemplated in the Plans.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Baker & McKenzie
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 Registration Statement of our reports dated
October 29, 1998, included in Transaction Systems Architects, Inc.'s Annual
Report on Form 10-K for the fiscal year ended September 30, 1998 and to all
references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Omaha, Nebraska,
February 24, 1999
