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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
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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)
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Transaction Systems Architects, Inc. 2000 Non-Employee Director Stock 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
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Registration
Registered Registered (1) Share (2) Price Fee
============================= ================== ===================== ====================== ==============
Class A Common Stock, 25,000 shares $16.6875 $417,187.50 $104.30
$0.005 par value
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(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. 2000
Non-Employee Director Stock Option Plan.
(2) Pursuant to Rule 457(h), computed on the basis of the exercise price of
the outstanding options granted under the Transaction Systems Architects, Inc.
2000 Non-Employee Director Stock Option Plan.
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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 (d) 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 Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 2000.
(b) The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2000.
(c) The Company's current report on Form 8-K dated
December 14, 2000, filed with the Commission on
December 14, 2000.
(d) 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
-------
4.1 Transaction Systems Architects, Inc. 2000 Non-Employee
Director Stock Option Plan (incorporated by reference from
Exhibit 10.33 of the Company's Quarterly Report on Form
10-Q/A Amendment No. 1 for the period ended June 30, 2000).
4.2 Amended and Restated Certificate of Incorporation of the
Company, and amendments thereto (incorporated by reference
from Exhibit 3.01 of the Company's Registration Statement
No. 33-88292 on Form S-1).
4.3 Amended and Restated Bylaws of the Company, and First
Amendment thereto (incorporated by reference from Exhibit 3.02
of the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1999).
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)
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 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;
(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
Registration Statement is on Form S-3 or Form S-8, and 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 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
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
Securities Act of 1933 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act of 1933 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 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
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4.1 Transaction Systems Architects, Inc. 2000 Non-Employee Director Stock
Option Plan (incorporated by reference from Exhibit 10.33 of the
Company's Quarterly Report on Form 10-Q/A Amendment No. 1 for the
period ended June 30, 2000).
4.2 Amended and Restated Certificate of Incorporation of the Company, and
amendments thereto (incorporated by reference from Exhibit 3.01 of the
Company's Registration Statement No. 33-88292 on Form S-1).
4.3 Amended and Restated Bylaws of the Company, and First Amendment
thereto (incorporated by reference from Exhibit 3.02 of the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
1999).
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) 25,000 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 2000 Non-Employee Director Stock Option Plan (the "Plan"), and (b)
such additional shares of Stock as may become issuable pursuant to the
anti-dilution provisions of the Plan (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 Plan and upon receipt by the Company of the full consideration
for the Securities as determined pursuant to the Plan, 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