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: May 31, 2006
(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
May
11, 2006, Transaction Systems Architects, Inc. (the “Company”) entered into a
Share Purchase Agreement (the “Agreement”) with PREIPO Bating- und
Beteiligungsgesellschaft mbH, a limited liability company organized and existing
under the laws of the Federal Republic of Germany (“Preipo”); RP
Vermögensverwaltung GmbH, a limited liability company organized and existing
under the laws of the Federal Republic of Germany (“RP”, and together with
Preipo, the “Main Sellers”); Mr. Christian Jaron, an individual; Mr. Johann
Praschinger, an individual; and eps Electronic Payment Systems AG, a stock
corporation organized and existing under the laws of the Federal Republic of
Germany (“eps”). A copy of the Agreement was previously filed by the
Company on a Form 8-K dated May 16, 2006.
Under
the
terms of the Agreement, the
Company will purchase all of the outstanding shares of common stock of eps
(“eps
Shares”) held by the Main Sellers and all other holders of eps Shares for an
aggregate purchase price of 28.2 million euros, 17.4 million euros of which
is
payable in cash, with the balance payable through the issuance of 330,827 shares
of the Company’s common stock.
In
accordance with the terms of the Agreement, an initial closing (the “Initial
Closing”) took place on May 31, 2006, pursuant to which approximately 83% of the
eps Shares were purchased. The Main Sellers sold approximately 51% of the
eps Shares and shareholders holding, in the aggregate, an additional 32%
of the
eps Shares sold their shares at the Initial Closing. The Agreement
contemplates a subsequent closing on or about October 31, 2006 pursuant to
which
the balance, approximately 17%, of the eps Shares will be purchased by the
Company. On May 31, 2006, the Company issued a press release announcing
the completion of the Initial Closing. A copy of this press release is
attached hereto as Exhibit 99.1.
Item
7.01. Regulation FD Disclosure.
Also
included in the May 31, 2006 press release was an announcement that the
Company’s Board of Directors has approved an increase of $30 million to the
Company’s current stock repurchase program, bringing the total of the approved
plan to $110 million.
Item
9.01. Financial Statements and Exhibits.
Exhibit
99.1 -- Press Release dated May 31, 2006.
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.
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TRANSACTION
SYSTEMS ARCHITECTS, INC.
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|||
|
Date:
May
31, 2006
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By:
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/s/
Dennis P. Byrnes
|
|
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Dennis
P. Byrnes
Senior
Vice President
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EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
|
|
99.1
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Press
Release dated May 31, 2006.
|
Exhibit
99.1
News
Release
TRANSACTION SYSTEMS ARCHITECTS INC224
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 Initial Closing of
eps Acquisition
and
Increases Share Repurchase Authorization
(OMAHA,
Neb. — May 31, 2006) — Transaction Systems
Architects, Inc. (Nasdaq: TSAI), a leading global provider of enterprise
electronic payments solutions, announced today that it has completed the
initial
closing of its acquisition of eps Electronic Payment Systems AG (“eps”). At this
initial closing, approximately 83 percent of the eps outstanding shares were
purchased. The remaining shares are expected to be purchased by the Company
in
October 2006.
The
Company also announced today that its Board of Directors has
approved an increase of $30 million to its stock repurchase plan, bringing
the
total of the approved plan to $110 million. From the inception of the Company’s
stock repurchase plan through May 30, 2006, the Company has repurchased a
total
of 2,123,161 shares for approximately $53.4 million.
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 1,960
product systems in 83 countries on six continents. Visit Transaction Systems
Architects, Inc. on the Internet at www.tsainc.com.