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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: March 11, 2003
(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 March 13, 2003, Transaction Systems Architects, Inc. issued a press
release announcing the addition of John D. Curtis and John E. Stokely to the
Company's Board of Directors, bringing the total number of board members to
seven, effective March 11, 2003.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated March 13, 2003.
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: March 13, 2003 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 March 13, 2003
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 Adds Board Members
(OMAHA, Neb.-- March 13, 2003)-- Transaction Systems Architects, Inc. (Nasdaq:
TSAI), a leading global provider of enterprise e-payments and e-commerce
solutions, announced today that it has added two members to its Board of
Directors, bringing the total number of board members to seven. John D. Curtis,
legal and business consultant, and John E. Stokely, President of JES, Inc., an
investment and consulting firm, have joined the board effective March 11, 2003.
Since August 2002, Mr. Curtis has provided legal and business consulting
services to various clients. From July 2001 until July 2002, Mr. Curtis was
General Counsel of Combined Specialty Corporation and a director of Combined
Specialty Insurance Company, each wholly-owned subsidiaries of Aon Corporation
(NYSE: AOC). From November 1995 until July 2001, when Aon Corporation acquired
the company, Mr. Curtis was President of First Extended, Inc., a holding company
with two principal operating subsidiaries, First Extended Service Corporation
and FFG Insurance Company. First Extended Service Corporation is an
administrator of vehicle extended service contracts and other service agreements
to automobile dealers throughout the United States. FFG Insurance Company is a
property and casualty insurance company. Prior to 1995, Mr. Curtis practiced
general corporate and securities law, primarily representing publicly held
corporations and investment bankers in financing and merger and acquisition
transactions. Mr. Curtis holds undergraduate and law degrees from the University
of Texas.
Since August 1999, Mr. Stokely has served as President of JES, Inc., an
investment and consulting firm, providing strategic and financial advice to
companies in a variety of industries. From 1996 to 1999, Mr. Stokely was the
President, Chief Executive Officer and Chairman of the Board of Directors of
Richfood Holdings, Inc., a publicly traded FORTUNE 500 food retailer and
wholesale grocery distributor. Richfood Holdings, Inc. merged with Supervalu,
Inc. in August 1999. Mr. Stokely holds a B.S. in Accounting from the
University of Tennessee. Mr. Stokely is also a director of Performance Food
Group (Nasdaq: PFGC), Nash Finch Company (Nasdaq: NAFCE) and SCP Pools, Inc.
(Nasdaq: POOL).
"We are extremely pleased that Mr. Stokely and Mr. Curtis have agreed to join
our board," said Harlan Seymour, Chairman. "Their proven leadership skills and
past business experiences will provide additional strength to TSA's board. We
look forward to their contributions as we continue to build upon the Company's
solid position as a leading provider of e-payment solutions."
About Transaction Systems Architects
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 1,670 product systems in 71 countries on six
continents.
Forward-Looking Statements
Any statements in this press release regarding projected results are preliminary
and "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. In addition, this press release may contain other
forward-looking statements including statements regarding Transaction Systems
Architects, Inc.'s ("TSA"), its subsidiaries or third parties' expectations,
predictions, views, opportunities, plans, strategies, beliefs, and statements of
similar effect. The forward-looking statements in this press release are subject
to a variety of risks and uncertainties. Actual results could differ materially.
For a detailed discussion of the Company's risk factors, interested parties
should review TSA's filings with the Securities and Exchange Commission.
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