UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 29, 2002
(Date of earliest event reported)
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TRANSACTION SYSTEMS ARCHITECTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-25346 47-0772104
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
224 South 108th Avenue,
Omaha, Nebraska 68154
(Address of principal executive offices, including zip code)
(402) 334-5101
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant.
The Audit Committee of the Board of Directors of Transaction Systems
Architects, Inc. ("TSA" or the "Company") annually considers and recommends to
the Board the selection of TSA's independent public accountants. On May 29,
2002, as recommended by TSA's Audit Committee, the Board of Directors decided to
no longer engage Arthur Andersen LLP ("Arthur Andersen") as the Company's
independent public accountants and engaged KPMG LLP to serve as TSA's
independent public accountants for the fiscal year ending September 30, 2002.
Arthur Andersen's reports on the Company's consolidated financial
statements for the past two fiscal years did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During the Company's two most recent fiscal years and through the date of
this Report on Form 8-K, there were no disagreements with Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to Arthur Andersen's
satisfaction, would have caused them to make reference to the subject matter in
connection with their report on TSA's consolidated financial statements for such
years; and there were no reportable items as defined in Item 304(a)(1)(v) of
Regulation S-K.
The Company provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated
June 5, 2002, stating its agreement with such statements.
During the two most recent fiscal years and through the date of this Report
on Form 8-K, TSA did not consult KPMG LLP with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, or any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
Exhibit
Number Description
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated June 5, 2002
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSACTION SYSTEMS ARCHITECTS, INC.
Date: June 5, 2002 By: /s/ Dwight G. Hanson
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Dwight G. Hanson
Chief Financial Officer, Treasurer and
Senior Vice President
EXHIBIT INDEX
Exhibit
Number Description
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated June 5, 2002
EXHIBIT 16
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
June 5, 2002
Dear Sir or Madam:
We have read the first four paragraphs of Item 4 included in the Form 8-K dated
May 29, 2002, of Transaction Systems Architects, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
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Arthur Andersen LLP
Copy to: Mr. Dwight G. Hanson
Chief Financial Officer, Treasurer and Senior Vice President
Transaction Systems Architects, Inc.