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: August 15, 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 5. Other Events.
On August 15, 2002, Transaction Systems Architects, Inc. issued a press
release announcing receipt of a letter from The Nasdaq Stock Market, Inc. A copy
of the press release is attached as an exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated August 15, 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: August 16, 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
99.1 Press Release dated August 15, 2002
Exhibit 99.1
News Release
TRANSACTION SYSTEMS ARCHITECTS INC
224 SOUTH 108 AVENUE
OMAHA, NEBRASKA 68154
402.334.5101
FAX 402.390.8077
For more information contact:
William J. Hoelting
Vice President, Investor Relations
402.390.8990
FOR IMMEDIATE RELEASE
Transaction Systems Architects Announces
Receipt of NASDAQ Letter of Non-Compliance
(OMAHA, Neb.--August 15, 2002)--Transaction Systems Architects, Inc. (Nasdaq:
TSAI), a leading global provider of enterprise e-payments and e-commerce
solutions, announced that it has received a letter today from The Nasdaq Stock
Market, Inc. informing the Company that it is in violation of NASDAQ Marketplace
Rule 4310(c)(14), which requires the Company to obtain a review of interim
financial information from the Company's independent auditors.
The Company announced on August 14, 2002 that the Company's auditors have
advised them they will not be able to complete their review of the Company's
financial statements for the three and nine-month periods ended June 30, 2002
until its re-audit of fiscal years 1999, 2000 and 2001 is complete. The re-audit
process has begun and the Company is working with KPMG LLP to complete this
process.
While the NASDAQ letter points out that a continuation of this violation could
subject the Company's securities to delisting, the Company will request a
hearing on this matter. The Company currently anticipates that a hearing will be
held within three weeks from the date of the Company's request for such hearing.
At the hearing, the Company will be asking NASDAQ to allow the Company's stock
to continue to trade until the completion of the re-audit process and the
associated financial statements are filed. Once the re-audit process for fiscal
years 1999, 2000 and 2001 is complete, and the associated financial statements
are filed, the Company will be in compliance with NASDAQ Marketplace Rule
4310(c)(14).
Pending the hearing, effective August 19, 2002, the Company's Common Stock will
trade on the NASDAQ National Market under the symbol "TSAIE." Once the re-audit
is complete and the
Company's financial statements are re-filed, the Company will seek NASDAQ
approval to trade once again under the symbol "TSAI."
AboutTransaction Systems Architects, Inc.
Transaction Systems Architects' software facilitates electronic payments by
providing consumers and companies access to their money. Its products are used
to process transactions involving credit cards, debit cards, secure electronic
commerce, mobile commerce, smart cards, secure electronic document delivery and
payment, checks, high-value money transfers, bulk payment clearing and
settlement, and enterprise e-infrastructure. Transaction Systems Architects'
solutions are used on more than 1,750 product systems in 71 countries on six
continents.
Forward-Looking Statements and Risks
This press release contains forward-looking statements based on current
expectations that involve a number of risks and uncertainties. Generally,
forward-looking statements include words or phrases such as "management
anticipates," "the Company believes," "the Company anticipates," "the Company
expects," "the Company plans," "the Company will," and words and phrases of
similar impact, and include but are not limited to statements regarding future
operations, business strategy and business environment. The forward-looking
statements are made pursuant to safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Actual results could differ materially. Factors
that could cause actual results to differ include, but are not limited to, the
following:
o As noted above, the Company intends to request a hearing with The
Nasdaq Stock Market, Inc. to ask that its common stock continue to be
listed for trading until completion of the re-audit. The Company has
commenced the re-audit process and will complete the re-audit as soon
as is reasonably practicable. The Company is hopeful that the
request to allow the Company's common stock to continue to be listed
will be granted. However, there is no assurance that the Company
will be successful in this regard. Accordingly, the delisting of our
common stock could adversely affect the price of a share of common
stock and the ability of our stockholders to sell their shares of our
common stock.
o As a result of the Company's announcement to conduct a re-audit of
its financial statements for fiscal years 1999, 2000 and 2001, the
Company may be subject to inquiry or investigation by governmental
authorities, including the Securities and Exchange Commission. In
the event that the Company becomes subject to such an inquiry or
investigation, the Company will fully cooperate with such inquiry or
investigation. There is a risk that such an inquiry or investigation
could result in substantial costs and divert management attention and
resources from our business, which could adversely affect our
business.
o In the past, private securities class action litigation has been
brought against companies after events occurred that caused
volatility in market prices. Due to the recent announcement of the
re-audit of our financial statements, there is a risk that private
securities litigation may be brought against the Company. There is a
risk that such litigation could result in substantial costs and
divert management attention and resources from our business, which
could adversely affect our business.
o The decision to re-audit the Company's consolidated financial
statements for fiscal years 1999, 2000 and 2001 will result in the
Company being required to restate the financial results for one or
more prior periods. Management currently believes that in respect of
the transaction that gave rise to the need for a re-audit, the
aggregate net income for fiscal years 1999, 2000, and 2001 may not be
materially different than previously reported, though the calendar
quarters in which net income previously reported, and the
classification of such items, may change. The re-audit could also
result in the Company's independent accountants proposing changes to
other items of income and expense and the application of accounting
principles unrelated to the transactions currently under
consideration. The Company is uncertain whether the re-audit
or restatement of any prior period would have a material adverse effect
on the Company's customers, suppliers or other business relationships.
o New accounting standards, or additional interpretations or guidance
regarding existing standards, could be issued in the future, which
could lead to unanticipated changes in the Company's current financial
accounting policies. These changes could affect the timing of revenue
or expense recognition and cause fluctuations in operating results.
o The Company's stock price may become volatile, in part, due to the
announcement of its intention to re-audit its consolidated financial
statements for fiscal years 1999, 2000 and 2001, and any resulting
restatement of any prior fiscal period. The stock price may fluctuate
until the CEO and CFO make the required certifications pursuant to
the Sarbanes-Oxley Act of 2002. Fluctuations in quarterly operating
results may also result in volatility in the Company's stock price.
No assurance can be given that operating results will not vary. The
Company's stock price may also be volatile, in part, due to external
factors such as announcements by third parties or competitors,
inherent volatility in the high-technology sector and changing market
conditions in the industry.
For a detailed discussion of these and other risk factors, interested parties
should review the Company's filings with the Securities and Exchange Commission.