================================================================================
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 8, 2005
(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)
-------------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
================================================================================
Item 7.01. Regulation FD Disclosure.
On March 8, 2005, Transaction Systems Architects, Inc. issued a press
release announcing that Philip G. Heasley, a 31-year veteran of payment systems
and financial services, has been named President and Chief Executive Officer. A
copy of this press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 -- Press Release dated March 8, 2005.
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 thereunto duly authorized.
TRANSACTION SYSTEMS ARCHITECTS, INC.
Date: March 8, 2005 By: /s/ Dennis P. Byrnes
-------------------------------------
Dennis P. Byrnes
Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 Press Release dated March 8, 2005.
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 NAMES PHILIP G. HEASLEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Heasley Former Chairman and Chief Executive Officer of First USA Bank
(OMAHA, Neb. -- March 8, 2005) -- Transaction Systems Architects, Inc. (Nasdaq:
TSAI), a leading global provider of enterprise e-payments software, announced
today that Philip G. Heasley, a 31-year veteran of payment systems and financial
services, has been named President and Chief Executive Officer.
"We are very pleased to announce Philip Heasley as our President and CEO," said
Harlan F. Seymour, Chairman of the Board. "He is a proven leader of quality
driven businesses with successful growth in the payments and financial services
industry. With his experience and our talented management team, we look for TSA
to extend its leadership position in the e-payments market."
"I am excited to become part of the TSA team," said Mr. Heasley. "I have great
respect for the company's leadership position and I look forward to working
closely with our employees and customers. I am thrilled to be part of a
promising future with TSA."
Previously, Mr. Heasley was Chairman and Chief Executive Officer of Bank One's
First USA credit card unit, the third largest credit card company in the United
States. Prior to joining First USA, Mr. Heasley spent 13 years in executive
positions at U. S. Bancorp, one of the largest banks in the United States,
including six years as Vice Chairman and the last two years as President and
Chief Operating Officer. Before joining U.S. Bancorp, Mr. Heasley spent 13 years
at Citicorp, including three years as President and Chief Operating Officer of
Diners Club, Inc.
Mr. Heasley served as Chairman of the Board of Visa USA from 1996 until November
2003 and was a member of the Board of Visa International during the same period.
Mr. Heasley also serves or has served as a director of Fidelity National
Financial, Inc., Ohio Casualty Corporation, Fair Isaac Corporation, Kintera
Inc., The Schwan Food Company, Inc., and Public Radio International. Mr. Heasley
holds a B.A. from Marist College and an M.B.A. from Bernard Baruch Graduate
School of Business.
Mr. Seymour concluded, "With an industry leadership position, strong balance
sheet, and experienced management team now led by Philip Heasley, TSA is poised
for long term value creation."
About Transaction Systems Architects, Inc.
The Company's 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. The Company's solutions are used on more than 1,740
product systems in 78 countries on six continents.
Forward-Looking Statements
Statements included in this press release may contain forward-looking
statements. Such forward-looking statements are made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995. 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 these and other risk factors, interested parties
should review the Company's filings with the Securities and Exchange Commission,
including the Company's Form 10-K filed on December 14, 2004, and the Company's
Form 10-Q/A filed on February 18, 2005.