View:
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: December 30, 2002
(Date of earliest event reported)
-------------------------
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)
-------------------------
Item 5. Other Events.
On December 30, 2002, Transaction Systems Architects, Inc. issued a press
release announcing that it has not completed the re-audit of its financial
statements for fiscal 2000 and 2001, that its Form 10-K will not be filed by
December 30, 2002, and that it has requested an extension to continue trading on
the NASDAQ National Market until January 13, 2003. 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 December 30, 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: December 30, 2002 By: /s/ Dwight G. Hanson
----------------------------------------
Dwight G. Hanson
Chief Financial Officer, Treasurer and
Senior Vice President
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release dated December 30, 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 RE-AUDIT NOT COMPLETED
(OMAHA, Neb.-- December 30, 2002)-- Transaction Systems Architects, Inc.
(Nasdaq: TSAIE), a leading global provider of enterprise e-payment and
e-commerce solutions announced that the Company has not completed the re-audit
of its financial statements for fiscal 2000 and 2001. Without the completion of
the re-audit, the Company will not be in a position to file its Form 10-K by
December 30, 2002.
The Company has requested an extension from Nasdaq until January 13, 2003 to
complete the re-audit process and continue trading on the Nasdaq National
Market. Upon the completion of the re-audit, the Company intends to file its
restated financial information for fiscal 2000, fiscal 2001, and the first three
quarters of fiscal 2002. Along with the restatement of prior periods, the
Company's fourth quarter and fiscal year 2002 results will be included in the
filing.
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 71 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
that led to the re-audit. 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 is a risk that Nasdaq will not grant the Company's request to
extend the date to complete the re-audit by January 13, 2003. In
addition, there is a risk that if such extension is granted, the
Company may not complete the re-audit by January 13, 2003. If the
extension is not granted or if the Company is unable to complete the
re-audit by January 13, 2003, the Company will not be in compliance
with the NASDAQ rules which in turn could cause the Company's stock to
be de-listed.
o As a result of the Company's announcement to conduct a re-audit of its
financial statements for fiscal years 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 is subject to such an inquiry or investigation, the Company
will fully cooperate with such inquiry or investigation. There is 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 such as the restatement
of financial results. Due to the announcement of the re-audit of our
financial statements, there is risk that private securities litigation
may be brought against the Company. As of the date of this press
release, three such private securities class action lawsuits have been
announced. There is 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 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 of the
re-audit of its consolidated financial statements for fiscal years 2000
and 2001, and any resulting restatements of prior fiscal periods. 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.
-end-