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: November 26, 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 November 26, 2002, Transaction Systems Architects, Inc. issued a press
release announcing that it has received approval to continue trading on the
NASDAQ National Market until December 31, 2002. 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 November 26, 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: November 26, 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 November 26, 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 RECEIVES EXTENSION FROM NASDAQ
(OMAHA, Neb.--November 26, 2002)--Transaction Systems Architects, Inc. (Nasdaq:
TSAIE), a leading global provider of enterprise e-payment and e-commerce
solutions, announced that Nasdaq has granted an extension to December 31, 2002
to file with the SEC and Nasdaq restated financial information for fiscal 2000,
fiscal 2001, and the first three quarters of fiscal 2002. During the extension
the Company's securities will continue to be listed on the Nasdaq National
Market trading under the symbol "TSAIE".
About Transaction 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 1,650 product systems in 72 countries on six
continents.
Forward-Looking Statements
This news 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 The decision to re-audit the Company's consolidated financial
statements for fiscal years 2000 and 2001 will result in the Company
being required to restate the financial results for one or more prior
periods. The re-audit has resulted 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 will have a
material adverse effect on the Company's customers, suppliers or
other business relationships.
o There can be no assurance that the Company will be able to complete
the re-audit by December 31, 2002. In the event that the Company does
not complete the re-audit by December 31, 2002 it will not be in
compliance with the NASDAQ rules, which in turn will most likely cause
the Company's stock to be de-listed.
For a detailed discussion of these and other risk factors, interested parties
should review the Company's filings with the Securities and Exchange Commission.