As filed with the Securities and Exchange Commission on July 1, 1999
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
Registration Statement
Under The Securities Act of 1933
TRANSACTION SYSTEMS ARCHITECTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 7372
(State or other jurisdiction (Primary Standard Industrial
of incorporation or organization) Classification Code Number)
47-0772104
I.R.S. Employer Identification No.)
224 South 108th Avenue
Omaha, Nebraska 68154
(402) 334-5101
(Address, including ZIP Code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
David P. Stokes, General Counsel and Secretary
Transaction Systems Architects, Inc.
224 South 108th Avenue
Omaha, Nebraska 68154
(402) 334-5101
(Name, address, including Zip Code, and telephone number, including area code,
of agent for service)
Copy to:
Neal A. Klegerman
Baker & McKenzie
One Prudential Plaza
Chicago, Illinois 60601
(312) 861-8000
------------------------------------
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this registration
statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, please 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, 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(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
CALCULATION OF REGISTRATION FEE
================================= ======================= ===================== ==================== ===============
Title of each Proposed maximum Proposed maximum
Class of Amount offering price aggregate Amount of
Securities to to be per unit (1) offering price (1) registration
be registered registered fee
================================= ======================= ===================== ==================== ===============
Class A Common Stock, 2,500,000 shares $ 36.53 $91,325,000 $25,390
par value $0.005 per share
================================= ======================= ===================== ==================== ===============
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as
amended. The price is based upon the average of the high and low prices of
Transaction Systems Architects, Inc. Class A Common Stock on June 24, 1999, as
reported on the Nasdaq National Market.
------------------------------------
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 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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 these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to completion, dated July 1, 1999
Prospectus
2,500,000 Shares
Transaction Systems Architects, Inc.
Class A Common Stock
------------------------------------
We may use this prospectus to offer and sell up to 2,500,000 shares
of our Class A Common Stock at various times in connection with acquisitions
of other businesses or properties, or interests therein. The shares covered
by this prospectus may be issued in exchange for assets or shares of capital
stock, partnership interests, or other interests in other companies.
We expect that the specific terms of each acquisition in which the
shares will be issued will be determined by negotiations with the owners or
other controlling persons of the business involved or, in the case of an
entity that is more widely held, through an exchange offer to stockholders or
documents soliciting stockholder approval of a merger, consolidation, plan of
share exchange, or sale of assets. We also expect that the shares covered by
this prospectus that are issued will be valued at prices reasonably related to
market prices either at the time the terms of an acquisition are agreed upon
or at or about the time of delivery of such shares.
We do not expect that underwriting discounts or commissions will be
paid in connection with the issuances of the shares under this prospectus.
However, brokers' commissions or finders' fees may be paid from time to time
in connection with certain acquisitions. Any person receiving these fees may
be deemed an underwriter within the meaning of the Securities Act of 1933, and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act.
The Class A Common Stock is listed on the Nasdaq National Market
under the symbol "TSAI." The closing market price of the Class A Common Stock
on June 30, 1999 was $39 per share.
------------------------------------
Investing in the Class A Common Stock issued under this prospectus involves
risk. Before making any investment in our company, you should consider carefully
the risk factors beginning on page 3.
------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary
is a criminal offense.
------------------------------------
The date of this prospectus is ________ __, 1999.
You should rely only on the information provided in this prospectus
or incorporated into it by reference. No person has been authorized to
provide you with different information. Transaction Systems Architects is
not making an offer of these securities in any state where the offer is not
permitted. Information is accurate only as of the date of the documents
containing the information, unless the information specifically indicates that
another date applies.
------------------------------------
TABLE OF CONTENTS
PAGE
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE . . . . . . . 6
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .8
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
This prospectus incorporates important business and financial
information about Transaction Systems Architects that is not included in or
delivered with the prospectus. You may obtain a copy of this information, at
no cost, by writing or telephoning us at:
David P. Stokes
General Counsel and Secretary
Transaction Systems Architects, Inc.
224 South 108th Avenue
Omaha. Nebraska 68154
(402) 334-5101
To obtain timely delivery, you must request the information no later than five
business days before the date you make your investment decision.
RISK FACTORS
In addition to the other information in this prospectus and the
prospectus supplement, if any, and information incorporated herein by
reference, the following risk factors should be considered carefully in
evaluating TSA and its business before purchasing the Class A Common Stock
offered by this prospectus. Unless the context requires otherwise, as used in
this prospectus, "TSA" means Transaction Systems Architects, Inc. and all of
its subsidiaries.
TSA is dependent on its BASE24 products
TSA has derived a substantial majority of its total revenues from
licensing its BASE24 family of software products and providing services and
maintenance related to those products. The BASE24 products and related
services and maintenance are expected to provide the majority of TSA's
revenues in the foreseeable future. TSA's results will depend upon continued
market acceptance of its BASE24 products and related services as well as TSA's
ability to continue to adapt and modify them to meet the changing needs of its
customers. Any reduction in demand for, or increase in competition with
respect to, BASE24 products would have a material adverse effect on TSA's
financial condition and results of operations.
TSA is subject to risks of conducting international operations
TSA has derived a majority of its total revenues from sales to
customers outside the United States. International operations generally are
subject to certain risks, including:
o difficulties in staffing and management,
o reliance on independent distributors,
o fluctuations in foreign currency exchange rates,
o compliance with foreign regulatory requirements,
o variability of foreign economic conditions, and
o changing restrictions imposed by U.S. export laws.
There can be no assurance that TSA will be able to manage the risks related to
selling its products and services in international markets.
TSA is dependent on the banking industry
TSA's business is concentrated in the banking industry, making TSA
susceptible to a downturn in that industry. For example, a decrease in bank
spending for software and related services could result in a smaller overall
market for electronic payment software. Furthermore, banks are continuing to
consolidate, decreasing the overall potential number of buyers for TSA's
products and services. These factors as well as others negatively affecting
the banking industry could have a material adverse effect on TSA's financial
condition and results of operations.
TSA's future results depend on the success of Compaq and TSA's relationship
with Compaq
Historically, TSA has derived a substantial portion of its total
revenues from the licensing of software products that operate on Compaq
computers. TSA's BASE24 product line as well as TSA's CoACH and MoneyNet
products run exclusively on Compaq computers. The BASE24 product line is
expected to provide a majority of TSA's revenues in the foreseeable future.
TSA's future results depend on market acceptance of Compaq computers and the
financial success of Compaq. Any reduction in demand for these computers or
in Compaq's ability to deliver products on a timely basis could have a
material adverse effect on TSA's financial condition and results of operations.
Although TSA has several written agreements with Compaq, none of
those agreements governs the primary relationship between TSA and Compaq,
which is that TSA's major product line, BASE24, runs exclusively on Compaq
computers. The cooperation and past affiliation between TSA and Compaq have
facilitated TSA's ability to develop and market Compaq-compatible products.
However, this cooperation is not mandated by contract. The cessation of such
cooperation would adversely affect TSA's business. None of TSA's agreements
with Compaq would protect TSA if Compaq's cooperation ceased or if Compaq were
unable to deliver products on a timely basis. The written agreements cover
such discrete matters as funding of market development efforts.
TSA must manage its growth effectively
TSA is experiencing a period of growth which is placing demands on
its managerial and operations resources. TSA's inability to manage its growth
effectively or to maintain its current level of growth could have a material
adverse effect on its financial condition and results of operations.
TSA may not be able to attract and retain key personnel
TSA's success depends on certain of its executive officers, the loss
of one or more of whom could have a material adverse effect on TSA's financial
condition and results of operations. None of TSA's U.S.-based executive
officers is a party to an employment agreement. TSA believes that its future
success also depends on its ability to attract and retain highly-skilled
technical, managerial and marketing personnel, including, in particular,
additional personnel in the areas of research and development and technical
support. Competition for personnel is intense. There can be no assurance
that TSA will be successful in attracting and retaining the personnel it
requires.
The market for electronic payment software and services is highly competitive
Many applications software vendors offer products that are directly
competitive with BASE24 and other products of TSA. TSA also experiences
competition from software developed internally by potential customers and
experiences competition for its consulting services from professional services
organizations. In addition, processing companies provide services similar to
those made possible by TSA's products. Many of TSA's current and potential
competitors have significantly greater financial, marketing, technical and
other competitive resources than TSA. Current and potential competitors,
including providers of transaction-based software, processing, or professional
services, may establish cooperative relationships with one another or with
third parties to compete more effectively against TSA. It is also possible
that new competitors may emerge and acquire market share. In either case,
TSA's financial condition and results of operations could be adversely affected.
TSA's future success depends on its ability to timely develop and market
product enhancements and new products
The market for software in general is characterized by rapid change
in computer hardware and software technology and is highly competitive with
respect to the need for timely product innovation and new product
introductions. TSA believes that its future success depends upon its ability
to enhance its current applications and develop new products that address the
increasingly complex needs of customers. In particular, TSA believes that it
must continue to respond quickly to users' needs for additional functionality
and multi-platform support. The introduction and marketing of new or enhanced
products requires TSA to manage the transition from current products in order
to minimize disruption in customer purchasing patterns. There can be no
assurance that TSA will continue to be successful in the timely development
and marketing of product enhancements or new products that respond to
technological advances, that its new products will adequately address the
changing needs of the domestic and international markets or that it will
successfully manage the transition from current products.
TSA is continually developing new products, product versions and
individual features within a large, complex software system. Development
projects can be lengthy and are subject to changing requirements, programming
difficulties and unforeseen factors which can result in delays in the
introduction of new products and features. Delays could have a material
adverse effect on TSA's financial condition and results of operations.
In addition, new products, versions or features, when first released
by TSA, may contain undetected errors that, despite testing by TSA, are
discovered only after a product has been installed and used by customers. To
date, undetected errors have not caused significant delays in product
introduction and installation or required substantial design modifications.
However, there can be no assurance that TSA will avoid problems of this type
in the future.
A majority of TSA's license fee revenue is generated by licenses for
software products designed to run on Compaq's fault-tolerant mainframe
computers. TSA has developed, and continues to develop, certain products for
other platforms. However, revenues from these products have not been
significant to date. There can be no assurance that TSA will be successful in
selling these software products or other products under development. TSA's
failure in this regard could have a material adverse effect on its financial
condition and results of operations.
TSA is dependent on proprietary technology
TSA relies on a combination of trade secret and copyright laws,
nondisclosure and other contractual and technical measures to protect its
proprietary rights in its products. There can be no assurance that these
provisions will be adequate to protect its proprietary rights. In addition,
the laws of certain foreign countries do not protect intellectual property
rights to the same extent as the laws of the United States. Although TSA
believes that its intellectual property rights do not infringe upon the
proprietary rights of third parties, there can be no assurance that third
parties will not assert infringement claims against TSA.
Fluctuations in quarterly operating results may result in volatility in TSA's
stock price
TSA's quarterly revenues and operating results may fluctuate
depending on the timing of executed contracts, license upgrades and the
delivery of contracted business during the quarter. In addition, quarterly
operating results may fluctuate due to the extent of commissions associated
with third party product sales, timing of TSA's hiring of additional staff,
new product development and other expenses. No assurance can be given that
operating results will not vary due to these factors.
Customers may cancel contracts
TSA derives a substantial portion of its total revenues from
maintenance fees and monthly software license fees pursuant to contracts which
the customer has the right to cancel. A substantial number of cancellations
of these maintenance or monthly license fee contracts would have a material
adverse effect on TSA's financial condition and results of operations.
TSA's stock price may be volatile
The stock market has from time to time experienced extreme price and
volume fluctuations, particularly in the high technology sector, which have
often been unrelated to the operating performance of particular companies.
Any announcement with respect to any variance in revenue or earnings from
levels generally expected by securities analysts for a given period could have
an immediate and significant effect on the trading price of the Class A Common
Stock. In addition, factors such as announcements of technological
innovations or new products by TSA, its competitors or other third parties, as
well as changing market conditions in the computer software or hardware
industries, may have a significant impact on the market price of the Class A
Common Stock.
TSA's charter contains provisions that may affect changes in control
TSA's Certificate of Incorporation contains provisions that may
discourage acquisition bids for TSA. The effect of such provisions may be to
limit the price that investors might be willing to pay in the future for
shares of the Class A Common Stock.
TSA's acquisition strategy involves numerous risks and challenges
TSA has expanded and will seek to continue to expand its operations
through the acquisition of additional businesses that complement it's core
skills and have the potential to increase it's overall value. TSA's future
growth may depend, in part, upon the continued success of its acquisition
strategy. TSA may not be able to successfully identify and acquire, on
favorable terms, compatible businesses. Acquisitions involve many risks,
which could have a material adverse effect on TSA's business, financial
condition and results of operations, including:
o Acquired businesses may not achieve anticipated revenues,
earnings or cash flow;
o Integration of acquired businesses and technologies may not be
successful and TSA may not realize anticipated economic,
operational and other benefits in a timely manner, particularly
if TSA acquires a business in a market in which TSA has limited
or no current expertise or with a corporate culture different
from TSA's;
o Potential dilutive effect on TSA's stockholders from continued
issuance of Common Stock as consideration for acquisitions;
o Adverse effect on net income of amortization expense related to
goodwill and other intangible assets and other acquisition-related
charges, costs and expenses on net income;
o Competing with other companies, many of which have greater
financial and other resources to acquire attractive companies
makes it more difficult to acquire suitable companies on
acceptable terms; and
o Disruption of TSA's existing business, distraction of
management and other resources and difficulty in maintaining
TSA's current business standards, controls and procedures.
TSA's Year 2000 program may not be successful
TSA's business could be adversely affected by Year 2000 related
problems. Year 2000 problems may arise in computer equipment and software, as
well as embedded electronic systems, because of the way these systems are
programmed to interpret certain dates that will occur around the change in
century. Many existing computer programs were designed and developed using or
reserving only two digits in date fields to identify the century, without
considering the ability of the program to properly distinguish the upcoming
century change in the Year 2000.
Management has initiated a Company-wide Year 2000 program to analyze:
o software developed by TSA which is licensed to customers;
o information technology systems utilized by TSA consisting of
applications developed in-house and purchased from third party
suppliers; and
o non-information technology systems and embedded technology which
are integral components of the infrastructure of TSA.
There could be a material adverse effect on the financial condition
and results of operations of TSA if the actions taken by TSA to mitigate its
risk associated with the Year 2000 prove to be inadequate. Risk factors
include, without limitation:
o the failure of existing or future customers to achieve Year 2000
compliance;
o the failure of computer hardware system providers on which TSA and
its customers rely or other vendors or service providers of TSA or
its customers to timely achieve Year 2000 compliance;
o TSA's products and systems not containing all necessary date code
changes;
o the failure of TSA's analysis and testing to detect operational
problems in information technology and non-information technology
systems utilized by TSA or in TSA's products or services, whether
such failure results from the technical inadequacy of TSA's
validation and testing efforts, the technological unfeasibility of
testing certain non-information technology systems, and the
unavailability of customers or other third parties to participate in
testing;
o potential litigation arising out of Year 2000 issues, with respect
to providers of software and related technical and consulting
services such as TSA generally, and particularly in light of the
numerous interfaces between TSA's products and products and systems
of third parties which are required to successfully utilize TSA's
products which could involve TSA in expensive, multiple party
litigation even though TSA may have no responsibility for the alleged
problem; and
o the failure to timely implement a contingency plan to the extent
Year 2000 compliance is not achieved.
THE COMPANY
TSA develops, markets, installs and supports a broad line of software
products and services primarily focused on facilitating electronic payments
and electronic commerce. TSA's software products are used to process
transactions involving automated teller machines (ATM), point-of-sale (POS)
terminals, credit cards, debit cards, smart cards, checks, manned teller
devices, remote banking, wire transfers and automated clearing house (ACH)
functions. TSA's products and services assist customers in operating large,
complex networks performing such functions as transaction authorization,
transaction routing, debit and credit card management, transaction settlement
and reporting.
Additional information concerning TSA is included in TSA's documents
filed with the SEC, which are incorporated herein by reference. See "Where
You Can Find More Information; Incorporation by Reference."
The principal executive offices of TSA are located at 224 South
108th Avenue, Omaha, Nebraska 68154, and its telephone number is (402)
334-5101.
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read
and copy (upon the payment of fees prescribed by the SEC) any document that we
file with the SEC at its public reference rooms in Washington, D.C. (450 Fifth
Street, N.W. 0549), New York, New York (7 World Trade Center, Suite 1300
10048), and Chicago, Illinois (500 West Madison Street, Suite 1400 60661).
You may call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our filings are also available to the public on the
internet, through the SEC's EDGAR database. You may access the EDGAR database
at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus
the information we file with it. This means that we can disclose important
business, financial and other information in our filings by referring you to
the documents containing this information. All information incorporated by
reference is part of this prospectus, unless and until that information is
updated and superseded by the information contained in this prospectus or any
information incorporated later. Any information that we subsequently file
with the SEC that is incorporated by reference will automatically update and
supersede any previous information that is part of this prospectus. We
incorporate into this prospectus by reference the following documents and any
subsequent filings we make with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934:
o Annual Report on Form 10-K/A for the fiscal year ended September
30, 1998;
o Quarterly Reports on Form 10-Q for the quarters ended December 31,
1998 and March 31, 1999;and
o The description of our Class A Common Stock contained in our
registration statement on Form 8-A that we filed with the SEC
on January 11, 1995 under the Securities Exchange Act, including
any amendment or reports that we file for the purposes of updating
this description.
This prospectus is part of a registration statement on Form S-4 that
we have filed with the SEC relating to the shares of Transaction Systems
Architect's Class A Common Stock offered by this prospectus. As permitted by
SEC rules, this prospectus does not contain all the information contained in
that registration statement and its accompanying exhibits and schedules which
we have also filed with the SEC. You may refer to the registration statement,
the exhibits and schedules for more information about us and our shares. The
registration statement, exhibits and schedules are available at the SEC's
public reference rooms or through its EDGAR database on the internet.
You may obtain a copy of these filings, at no cost, by writing or
telephoning us at the following address:
David P. Stokes
General Counsel and Secretary
Transaction Systems Architects, Inc.
224 South 108th Avenue
Omaha. Nebraska 68154
(402) 334-5101
To ensure timely delivery of these materials, you should make any
request no later than five business days prior to the date on which you must
make your investment decision.
FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents we
incorporate by reference may contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, all of which
are subject to risks, uncertainties and assumptions. We wish to ensure that
such statements are accompanied by meaningful cautionary statements, so as to
ensure to the fullest extent possible the protections of the safe harbor
established in the Private Securities Litigation Reform Act. Statements other
than statements of existing or historical fact we make in this prospectus, any
prospectus supplement or the documents we incorporate by reference are
forward-looking. Words such as "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates," "forecasts," "projects," and similar
expressions identify forward-looking statements. However, the absence of
these words does not mean a statement is not forward-looking. Actual results
may differ materially from those in forward-looking statements due to many
factors, including those set forth above in "Risk Factors" or in documents we
incorporate by reference. We operate in a rapidly changing and evolving
business involving electronic commerce and payments, and new risk factors will
likely emerge. We cannot predict or identify all important risk factors.
LEGAL MATTERS
The validity of the Class A Common Stock offered pursuant to this
prospectus will be passed upon for TSA by Baker & McKenzie, Chicago, Illinois.
EXPERTS
The financial statements and schedule incorporated by reference in
this prospectus to TSA's Annual Report on Form 10-K/A for the fiscal year ended
September 30, 1998, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
Future financial statements and schedules of TSA and the reports
thereon of TSA's independent public accountants also will be incorporated by
reference in this prospectus in reliance upon the authority of those
accountants as experts in giving those reports to the extent said firm has
audited those financial statements and consented to the use of their reports
thereon.
------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
permits indemnification by a corporation of certain officers, directors,
employees and agents. Consistent therewith, Article Tenth of the Amended and
Restated Certificate of Incorporation of TSA provides that TSA, to the fullest
extent authorized by the General Corporation Law of the State of Delaware, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits TSA to provide
broader indemnification rights than such law permitted TSA to provide prior to
such amendment), to indemnify a director or officer of TSA or a person who is
or was serving at the request of TSA as director, officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, who
was or is made (or threatened to be made) a party to a civil, criminal,
administrative or investigative proceeding (an "indemnified person"). Article
Tenth also provides that expenses incurred by an indemnified person will be
paid in advance by TSA; provided, however, that, if the General Corporation
Law of the State of Delaware requires, an advancement of expenses incurred by
an indemnified person incurred in his or her capacity as a director or officer
shall be made only if TSA receives an undertaking by or on behalf of the
indemnified person to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnified person is not entitled to be indemnified for such
expenses.
Under a registration rights agreement between TSA and certain of its
stockholders, TSA agreed to indemnify each stockholder selling his or her
shares thereunder in connection with any losses, claims, damages or
liabilities arising out of certain acts or omissions of TSA. Under an
agreement with the purchasers of TSA's Senior Convertible Preferred Stock and
warrants, TSA indemnified the purchasers with respect to any misrepresentation
or breach of any representation or warranty or noncompliance with any
conditions or other agreements given or made in connection with the agreement
or the transactions contemplated therein.
Item 21. Exhibits and Financial Statement Schedules
A. Exhibits
Exhibit
Number Description
- -------- -------------------
4.01(1) Form of Common Stock Certificate
5.01 Opinion of Baker & McKenzie
23.01 Consent of Independent Public Accountants
23.02 Consent of Baker & McKenzie (included in opinion filed as
Exhibit 5.01)
24.01 Power of Attorney (contained in Signature Page)
- ----------------------------
(1) Incorporated by reference to the exhibit of the same number to the
Registrant's Registration Statement No. 33-88292 on Form S-1.
Item 22. 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 Securities Act of 1933;
(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; and
(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 with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 a 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 Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
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.
(c) The undersigned registrant hereby undertakes as follows:
that prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition
to the information called for by the other Items of the applicable form.
(d) The registrant undertakes that every prospectus: (i) that is
filed pursuant to paragraph (c) immediately preceding, or (ii) that purports
to meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, 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.
(e) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11 or 13 of this Form S-4, within one business day
of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the Registration
Statement through the date of responding to the request.
(f) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.
(g) Insofar as indemnification for liabilities arising under the
Securities 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 its 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 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 1st day of July, 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, David P. Stokes 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-4, including any post-effective amendments, and any additional
Registration Statement filed pursuant to Rule 462(b) under the Securities Act
of 1933, and all instruments necessary or advisable in connection therewith,
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 amendment and amendments.
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 dates indicated.
Name Title Date
---- ----- ----
/s/ William E. Fisher Chief Executive Officer, July 1, 1999
- ---------------------- President, and Director
William E. Fisher (Principal Executive Officer)
/s/ Gregory J. Duman Chief Financial Officer July 1, 1999
- ---------------------- (Principal Financial Officer)
Gregory J. Duman
/s/ Dwight G. Hanson Vice President July 1, 1999
- ---------------------- (Principal Accounting Officer)
Dwight G. Hanson
/s/ David C. Russell Director July 1, 1999
- ----------------------
David C. Russell
/s/ Promod Haque Director July 1, 1999
- ----------------------
Promod Haque
/s/ Charles E. Noell, III Director July 1, 1999
- -------------------------
Charles E. Noell, III
/s/ Jim D. Kever Director July 1, 1999
- ----------------------
Jim D. Kever
/s/ Larry G. Fendley Director July 1, 1999
- ----------------------
Larry G. Fendley
Exhibit Index
Exhibit
Number Description
- ------- -------------------
4.01(1) Form of Common Stock Certificate
5.01 Opinion of Baker & McKenzie
23.01 Consent of Independent Public Accountants
23.02 Consent of Baker & McKenzie (included in opinion filed as
Exhibit 5.01)
24.01 Power of Attorney (contained in Signature Page)
- -------------------------------
(1) Incorporated by reference to the exhibit of the same number to the
Registrant's Registration Statement No. 33-88292 on Form S-1.
Exhibit 5.01
BAKER & McKENZIE
Attorneys at Law
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
July 1, 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-4 (the "Registration Statement") under the
Securities Act of 1933, as amended, of 2,500,000 shares of the Company's Class
A Common Stock, $.005 par value per share (the "Stock"), to be issued by the
Company at various times in connection with acquisitions by the Company of
other businesses or properties, or interests therein. 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 law as
we have deemed necessary to the rendering of the opinions expressed below.
Based upon the foregoing, we are of the opinion that the 2,500,000
shares of Stock to be issued by the Company as described in the Registration
Statement are duly authorized and, when issued and paid for in the manner
contemplated in the Registration Statement and upon approval by the Board of
Directors of the acquisition in which shares of Stock will be issued, will be
legally issued, fully paid and non-assessable shares of Class A Common Stock
of the Company.
We hereby consent to the reference to our firm under the caption
"Legal Matters" in the prospectus included in the Registration Statement and to
the filing of this opinion as an exhibit thereto.
Very truly yours,
BAKER & McKENZIE
Exhibit 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-4 Registration Statement of our reports dated October
29, 1998, included in Transaction Systems Architects, Inc.'s Annual Report on
Form 10-K/A 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,
June 30, 1999