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As filed with the Securities and Exchange Commission on March 10, 2005
Registration No. 000-25346
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRANSACTION SYSTEMS ARCHITECTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-0772104
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
224 South 108th Avenue
Omaha, Nebraska 68154-2684
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None N/A
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |_|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |X|
Securities Act registration statement file number to which this form relates
(if applicable): N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.005 par value
(Title of class)
EXPLANATORY NOTE
This is Amendment No. 1 to the Form 8-A (File No. 000-25346) filed by the
Registrant with the Securities and Exchange Commission (the "SEC") on January 9,
1995. This amendment is being filed to reflect the reclassification of the
Registrant's Class A Common Stock as Common Stock. The reclassification was
effected by an amendment to the Registrant's Amended and Restated Certificate of
Incorporation, duly approved by the Registrant's Board of Directors and
stockholders, as filed with the Secretary of State of Delaware on March 9, 2005.
The reclassification changed the name of the Class A Common Stock to "Common
Stock," but did not otherwise affect its rights, preferences or privileges.
Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's Class A Common Stock, set forth under the
caption "Description of Capital Stock - Common Stock" in the Registrant's
Registration Statement on Form S-4 (File No. 333-56309) filed with the SEC on
June 8, 1998, is incorporated herein by reference as the description of the
Common Stock.
Item 2. Exhibits.
None.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
TRANSACTION SYSTEMS ARCHITECTS, INC.
Date: March 9, 2005 By: /s/ Dennis P. Byrnes
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Dennis P. Byrnes
Senior Vice President,
General Counsel and Secretary