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: October 5, 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:
r
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
r
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.05. Costs Associated with Exit or Disposal Activities.
On
October 5, 2005, Transaction Systems Architects, Inc. (the “Company”) issued a
press release announcing a restructuring of its organization, effective
immediately, combining its three business units into one operating unit under
the ACI Worldwide name. In examining the Company’s market, opportunities and
organization, it was decided that creating a single operating unit provides
the
Company with the best opportunities for focus, operating efficiency and
strategic acquisition integration. The Company anticipates that the
restructuring will be substantially completed by the end of fiscal 2006. As
a
result of this restructuring, the Company currently expects restructuring
charges of approximately $1.2 million during the fourth quarter of fiscal 2005,
with an additional $2.1 million to $2.8 million during fiscal 2006. These
estimated restructuring charges consist of termination benefits of $1.6
to
$1.7 million; office establishment and/or relocation, along with employee hiring
and/or relocation, charges of $1.4 million to $1.8 million; and other charges
of
$0.3 million to $0.5 million. Substantially all of the aforementioned
restructuring charges would result in future cash expenditures. The Company
also
announced that Dennis D. Jorgensen, President of the IntraNet Worldwide business
unit, will be retiring coincident with the restructuring.
A
copy of this press release is attached hereto as Exhibit 99.1.
Item
5.02. Departure, Election, or Appointment of Directors or
Officers.
The
information set forth under Item 2.05 is incorporated into this Item 5.02 by
reference.
Item
9.01. Financial Statements and Exhibits.
Exhibit
99.1 -- Press Release dated October 5, 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:
October
7,
2005
|
By:
|
/s/
Dennis P. Byrnes
|
|
|
Dennis
P. Byrnes
Senior
Vice President
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|||
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
Exhibit
99.1
|
Press
Release dated October 5, 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 to Combine Business Units
(OMAHA,
Neb. — October 5, 2005)—Transaction
Systems Architects, Inc. (Nasdaq: TSAI), today announced a restructured, highly
focused organization, combining its three business units into one operating
unit
under the ACI Worldwide name. ACI Worldwide had been TSA’s largest business
unit, with nearly 78 percent of the Company’s revenues over the past twelve
months.
“In
my seven months with the Company, we have been working hard with the Board
of
Directors to assess how we best organize to leverage the market opportunities
in
front of us,” said Philip G. Heasley, Chief Executive Officer. “In examining the
market, our opportunities and our organization, we felt that creating a single
operating unit would give us the best opportunities for focus, operating
efficiency and strategic acquisition integration.”
“As
the financial services market moves towards more convergence of electronic
payments, TSA is uniquely positioned to serve that trend, with solutions for
consumer payments, corporate payments and heterogeneous systems connectivity
and
management,” added Heasley. “The assets of ACI Worldwide, IntraNet Worldwide and
Insession Technologies represent market-leading solutions for supporting
enterprise-level electronic payments needs. We believe this new organization
will position us to better focus these assets to deliver end-to-end payments
solutions to banks, retailers and payment processors.”
-more-
ACI Worldwide will be the Company’s market brand and global footprint.
Staff from the IntraNet Worldwide and Insession Technologies units will be
integrated into the new organization, to be organized into the following
line
and staff functions:
| 1. |
Line
organizations:
|
| · |
Product,
to be headed by Mark R. Vipond. Mr. Vipond is a 20-year veteran with
the
Company, and served previously as President of ACI
Worldwide.
|
| · |
Americas,
to be headed by Anthony J. Parkinson. Mr. Parkinson is a 21-year
veteran
with the Company, and served previously as President of Insession
Technologies.
|
| · |
Europe,
Middle East and Africa (EMEA), to be headed by Richard N. Launder.
Mr.
Launder is a 12-year veteran with the Company, and continues in his
role
as EMEA channel head.
|
| · |
Asia/Pacific
(A/P), to be headed by Donald G. McLarty. Mr. McLarty is a 12-year
veteran
with the Company, and continues in his role as A/P channel
head.
|
| · |
A
new “Software as a Service” group, with a new leader to be
identified.
|
| 2. |
Staff
organizations:
|
| · |
Technology
Strategy, to be headed by Charles H. Linberg. Mr. Linberg is an 18-year
veteran with the Company, and continues in his role as Chief Technology
Officer.
|
| · |
Marketing
and Business Development, to be headed by Jeffrey S. Hale. Mr. Hale
is an
18-year veteran with the Company, and previously served as Chief
Marketing
Officer for ACI Worldwide.
|
| · |
Finance,
to be headed by David R. Bankhead. Mr. Bankhead has been with the
Company
since 2003, and continues in his capacity as Chief Financial
Officer.
|
| · |
Legal,
to be headed by Dennis P. Byrnes. Mr. Byrnes has been with the Company
since 2003, and continues in his capacity as General
Counsel.
|
| · |
Administration,
to be headed by David N. Morem. Mr. Morem joined the Company in 2005,
previously serving in operational roles at GE, Bank One and US
Bank.
|
-more-
Each
organization will be tasked with supporting the complete range of the Company’s
products and services, either globally or in their geographic theater. The
new
“Software as a Service” group will be expected to develop new businesses and
market-entry vehicles where the Company sells a service directly to end-user
banks, retailers or processors. The Company’s proven software assets and
expertise are expected to give this new group the leverage necessary to develop
new revenue sources and customers for ACI.
“We
are integrating the three business units across key operating functions,
including product, sales, marketing and support,” said Heasley. “We believe the
efficiencies we gain from these changes will position us to yield enhanced
operating margins, better process standardization and allow for increased
investment in solutions research and development. Specific areas in which we
are
currently seeking to invest include enterprise fraud detection, chip-based
solutions and our new “Software as a Service” business. Enterprise payments
convergence, risk management and deployment of new services are key priorities
for our customers.”
The
Company currently expects annual pre-tax savings from this move to be in the
range of $6.4 million to $6.7 million. During the fourth quarter of fiscal
2005,
the Company currently expects one-time charges from this restructuring of
approximately $1.2 million. During fiscal 2006, the Company expects to incur
an
additional $2.1 million to $2.8 million in one-time restructuring costs offset
by first year savings of $5.8 million to $6.0 million.
In
addition, the Company announced that Dennis D. Jorgensen, President of IntraNet
Worldwide, will be retiring, coincident with the restructuring. “We will miss
Dennis and want to thank him for his service to the company,” said Heasley. “I
leave the TSA corporate family with nothing but good memories,” said Jorgensen.
“I wish the company, along with its employees, customers and partners, the very
best.”
“In
my brief tenure as CEO of TSA, I am even more firmly convinced that TSA offers
a
unique value proposition to the largest payment processing entities in the
world,” added Heasley. “We
-more-
believe
these organizational changes will better position us to take advantage of the
market opportunity, and distance ourselves from other market
alternatives.”
TSA
currently anticipates providing revenue and earnings guidance for fiscal 2006,
including the estimated effects of these changes, during its fourth quarter
earnings call on October 25, 2005.
The
Company will hold a conference call at 4:30 p.m. EDT (3:30 p.m. CDT) on October
6, 2005 to discuss this corporate restructuring. Interested persons may access
a
real-time audio broadcast of the teleconference at: www.tsainc.com/investors.
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 1,875 product
systems in 84 countries on six continents. For more information, visit
Transaction Systems Architects, Inc. on the Internet at www.tsainc.com.
-more-
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the
safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
These
forward-looking statements generally include words or phrases such as “expects,”
believes,”“will,”“should,”“seeking,” and words and phrases of similar impact.
Forward-looking statements in this press release include, but are not limited
to, statements related to:
| · |
the
new organization allowing the Company to better focus its assets
to
deliver end-to-end payments
solutions;
|
| · |
the
anticipated integration of the Company’s three business
units;
|
| · |
the
expectation that the efficiencies gained from the organizational
changes
will result in improved operating margins, process standardization
and
increased R&D spending;
|
| · |
the
prospects and expectations for the newly-established “Software as a
Service” group;
|
| · |
the
expectations relating to ongoing savings, one-time costs and the
financial
impact and timing of the
restructuring;
|
| · |
the
organizational changes positioning the Company to take advantage
of market
opportunities;
|
| · |
and
any other statement that does not relate strictly to historical or
current
facts.
|
These
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those projected, anticipated
or
implied. Factors that could cause or contribute to such differences include,
but
are not limited to: unanticipated delays or difficulties in completing the
restructuring; additional costs and expenses that could be incurred in
connection with the restructuring; the ability to effectively consolidate the
sales, product development, administrative functions and other functions of
the
Company’s three business units; potential loss of , and failure to replace, any
significant customer; costs and uncertainties relating to the launch of the
“Software as a Service” business; distraction and unanticipated loss of
management and key sales and software development personnel time and attention
as a result of the restructuring; and other factors identified in the Company’s
filings with the Securities and Exchange Commission, including the Company’s
Form 10-K filed on December 14, 2004, the Company’s Form 10-Q/A filed on
February 18, 2005, the Company’s Form 10-Q filed on May 10, 2005, and the
Company’s Form 10-Q filed on August 9, 2005.
Any
or all of the forward-looking statements may turn out to be wrong. They can
be
affected by inaccurate assumptions or by known or unknown risks and
uncertainties. Many of these factors will be important in determining the
Company’s actual future results. Consequently, no forward-looking statement can
be guaranteed. Actual future results may vary materially from those expressed
or
implied in any forward-looking statements. In addition, the Company disclaims
any obligation to update any forward-looking statement after the date of this
release.
-end-