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As filed with the Securities and Exchange Commission on April 27, 2001
Registration No. 333-____________
UNITED STATES 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 of (I.R.S. Employer Identification No.)
incorporation or organization)
224 South 108th Avenue
Omaha, Nebraska 68154
(Address of principal executive offices, including 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 Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration
Title of Securities to be Registered (1) Share (2) Price Fee
Registered
================================== =================== ===================== ====================== ================
1999 STOCK OPTION PLAN 1,000,000 shares $7.755 $ 7,755,000 $1,938.75
Class A Common Stock,
$0.005 par value
- ---------------------------------- ------------------- --------------------- ---------------------- ----------------
1999 EMPLOYEE STOCK 500,000 shares $7.755 $ 3,877,500 $ 969.38
PURCHASE PLAN
Class A Common Stock,
$0.005 par value
- ---------------------------------- ------------------- --------------------- ---------------------- ----------------
TOTAL 1,500,000 shares $11,632,500 $2,908.13
================================== =================== ===================== ====================== ================
(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 (c) and (h). The price is based upon the average of the
high and low prices of Transaction Systems Architects, Inc. Class A Common
Stock on April 23, 2001, as reported on the National Association of Securities
Dealers Automated Quotations system.
EXPLANATORY STATEMENT
This Registration Statement is filed pursuant to General Instruction E to
Form S-8 by Transaction Systems Architects, Inc., a Delaware corporation, in
order to register (1) 1,000,000 shares of Class A Common Stock, which shares are
in addition to those previously registered on a Registration Statement on Form
S-8 (File No. 333-73027) filed with the Securities and Exchange Commission (the
"Commission") on February 26, 1999 and on a Registration Statement on Form S-8
(File No. 333-33728) filed with the Commission on March 31, 2000 for issuance
pursuant to the Transaction Systems Architects, Inc. 1999 Stock Option Plan, and
(2) 500,000 shares of Class A Common Stock, which shares are in addition to
those previously registered on the Registration Statement on Form S-8 (File No.
333-73027) filed with the Commission on February 26, 1999. The contents of the
Registration Statements on Form S-8 (File Nos. 333-73027 and 333-33728)
previously filed with the Commission on February 26, 1999 and March 31, 2000,
respectively, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit
Number
-------
5 Opinion of Baker & McKenzie
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Baker & McKenzie (See Exhibit 5)
24 Power of Attorney (included in Signature Page)
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 25th day of April, 2001.
TRANSACTION SYSTEMS ARCHITECTS, INC.
By:/s/William E. Fisher
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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.
Name Title Date
- ---- ----- ----
/s/ William E. Fisher Chairman, Chief Executive April 25, 2001
- ---------------------------- Officer and Director
William E. Fisher
/s/ Dwight G. Hanson Chief Financial Officer April 25, 2001
- ---------------------------- and Senior Vice President
Dwight G. Hanson
/s/ Edward C. Fuxa Controller April 25, 2001
- ---------------------------
Edward C. Fuxa
/s/ Charles E. Noell, III Director April 25, 2001
- ---------------------------
Charles E. Noell, III
/s/ Jim D. Kever Director April 25, 2001
- ---------------------------
Jim D. Kever
/s/ Larry G. Fendley Director April 25, 2001
- ---------------------------
Larry G. Fendley
/s/ Roger K. Alexander Director April 25, 2001
- ---------------------------
Roger K. Alexander
/s/ Gregory J. Duman Director April 25, 2001
- ---------------------------
Gregory J. Duman
EXHIBIT INDEX
Exhibit
Number Description
- ------- ------------
5 Opinion of Baker & McKenzie
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Baker & McKenzie (See Exhibit 5)
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
April 27, 2001
Board of Directors
Transaction Systems Architects, Inc.
224 South 108th Avenue
Omaha, Nebraska 68154
Re: Transaction Systems Architects, Inc. (the "Company")
Gentlemen:
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement (the "Registration Statement") on
Form S-8 under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement covers (a) 1,000,000 shares of Class A Common Stock,
par value $.005 per share, of the Company (the "Stock"), which shares shall be
issued pursuant to the Company's 1999 Stock Option Plan, as amended (the
"Option Plan"), (b) 500,000 shares of Stock, which shares shall be issued
pursuant to the Company's 1999 Employee Stock Purchase Plan, as amended (the
"Purchase Plan," together with the Option Plan, the "Plans"), and (c) such
additional shares of Stock as may become issuable pursuant to the
anti-dilution provisions of the Plans (such shares collectively referred to as
the "Securities").
We have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement. In rendering this
opinion we have examined such corporate records, documents and instruments of
the Company and such certificates of public officials, have received such
representations from officers of the Company, and have reviewed such questions
of law as in our judgment are necessary, relevant or appropriate to enable us
to render the opinion expressed below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all corporate records,
documents and instruments submitted to us as originals, the conformity to
original documents of all documents submitted to us as conformed, certified or
photostatic copies thereof, and the authenticity of the originals of such
conformed, certified or photostatic copies.
Based upon such examination and review and upon representations made
to us by officers of the Company, we are of the opinion that upon issuance and
delivery of the Securities in accordance with the applicable terms and
conditions of the Plans and upon receipt by the Company of the full
consideration for the Securities as determined pursuant to the Plans, the
Securities will be legally issued, fully paid and nonassessable.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/Baker & McKenzie
Exhibit 23.1
Consent of independent public accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 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.
Arthur Andersen LLP
Omaha, Nebraska,
April 25, 2001