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: July 29, 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
of
incorporation
|
(Commission
File
Number)
|
(I.R.S.
Employer
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:
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
2.01. Completion of Acquisition or Disposition of Assets.
On
June
29, 2005, Transaction Systems Architects, Inc. (the “Company”) entered into an
Asset Purchase Agreement (the “Agreement”) with S2 Systems, Inc. (“Seller”). In
accordance with the terms of the Agreement, on July 29, 2005, the Company
purchased substantially all of the assets of Seller and its subsidiaries
for a
purchase price of $35 million, as adjusted based on closing working capital,
plus specifically assumed liabilities. A copy of the Agreement was previously
filed by the Company on a Form 8-K dated July 1, 2005.
On July 29, 2005, the Company issued a press release announcing
the
completion of the acquisition of substantially all of the assets of Seller.
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 July 29, 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:
July
29,
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 July 29, 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 Completes Acquisition of S2 Systems
(OMAHA,
Neb.—July 29, 2005)—Transaction
Systems Architects, Inc. (Nasdaq: TSAI), a leading global provider of enterprise
e-payments solutions, announced today that it has completed the acquisition
of
substantially all of the assets of S2 Systems.
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 1,755 product
systems in 79 countries on six continents. Visit Transaction Systems Architects,
Inc. on the Internet at www.tsainc.com.