As filed with the Securities and Exchange Commission on January 10, 2001
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)
MessagingDirect Ltd. Amended and Restated Employee Share Option Plan
(Full title of the plan)
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 Registered Offering Price Per Maximum Registration
Registered (1) Share Aggregate Fee (2)
Offering Price (2)
================================== ========================== ==================== =================== ==============
Class A Common Stock, 370,000 shares $0.01 $3,700 $1
$0.005 par value
(1) Pursuant to Rule 416, this registration statement also covers any
additional shares of Class A Common Stock which may be offered or issued as a
result of stock splits, stock dividends or similar transactions.
(2) Pursuant to Rule 457(h), computed on the basis of the exercise price of
the outstanding options granted under the MessagingDirect Ltd. Amended and
Restated Employee Share Option Plan and assumed by Transaction Systems
Architects, Inc. The exercise price of the outstanding options assumed by
Transaction Systems Architects, Inc. is $0.01 per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Transaction Systems Architects, Inc. (the "Company")) hereby
incorporates by reference in this Registration Statement the documents listed
in (a) through (b) below previously filed with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"):
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 2000.
(b) The description of the Company's Class A Common
Stock contained in the Company's registration statement
on Form 8-A that the Company filed on January 11, 1995,
including any amendment or reports that we file for the
purposes of updating this description.
All documents subsequently filed with the Commission by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated herein by reference and to
be a part hereof from the dates of filing of such documents.
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 Baker & McKenzie
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 10th day of January, 2001.
TRANSACTION SYSTEMS ARCHITECTS, INC.
By: /s/ William E. Fisher
-------------------------------------
William E. Fisher, Chairman, Chief
Executive Officer 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, Dwight G. Hanson and David P. Stokes, 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.
/s/ William E. Fisher Chairman, Chief Executive January 10, 2001
- -------------------------- Officer and Director
William E. Fisher
/s/ Dwight G. Hanson Chief Financial Officer January 10, 2001
- -------------------------- and Senior Vice President
Dwight G. Hanson
/s/ Edward C. Fuxa Controller January 10, 2001
- --------------------------
Edward C. Fuxa
/s/ Charles E. Noell, III Director January 10, 2001
- --------------------------
Charles E. Noell, III
/s/ Jim D. Kever Director January 10, 2001
- --------------------------
Jim D. Kever
/s/ Larry G. Fendley Director January 10, 2001
- --------------------------
Larry G. Fendley
/s/ Roger K. Alexander Director January 10, 2001
- --------------------------
Roger K. Alexander
/s/ Gregory J. Duman Director January 10, 2001
- --------------------------
Gregory J. Duman
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Baker & McKenzie
23 Consent of Arthur Andersen LLP
24 Power of Attorney (included in Signature Page)
Exhibit 5
BAKER & McKENZIE
Attorneys at Law
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
January 10, 2001
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 370,000 shares of the Company's Class A
Common Stock, $.005 par value per share (the "Stock"). The Stock is to be
issued by the Company upon the exercise of outstanding options granted under
the MessagingDirect Ltd. Amended and Restated Employee Share Option Plan (the
"Plan") and to be assumed by the Company pursuant to a Combination Agreement
dated as of October 24, 2000, by and among the Company, Transaction Systems
Architects Nova Scotia Company, TSA Exchangeco Limited and MessagingDirect
Ltd. (the "Combination Agreement") and Plan of Arrangement attached thereto
(the "Plan of Arrangement"). We have reviewed the Registration Statement, the
Combination Agreement, the Plan of Arrangement, 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.
In all examinations of documents, instruments and other papers, we
have assumed the genuineness of all signatures on original and certified
documents and the conformity to original and certified documents of all copies
submitted to us as conformed, photostatic or other copies. As to matters of
fact which have not been independently established, we have relied upon
representations of officers of the Company.
Based upon the foregoing, we are of the opinion that the 370,000
shares of Stock to be issued by the Company, as described in the Plan and the
Plan of Arrangement, will be validly issued, fully paid and non-assessable
when issued and paid for in the manner contemplated in the Plan and Plan of
Arrangement.
The opinion expressed above is limited to the General Corporation Law
of the State of Delaware and the federal laws of the United States of America.
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, this firm does not thereby admit that it
comes within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
Baker & McKenzie
Exhibit 23
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 report dated October
26, 2000, included in Transaction Systems Architects, Inc.'s Annual Report on
Form 10-K for the fiscal year ended September 30, 2000, and to all references
to our Firm included in this Registration Statement.
Omaha, Nebraska,
January 9, 2001