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: August 28, 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
5.02. Departure, Election, or Appointment of Directors or
Officers.
On
September 13, 2006, Transaction Systems Architects, Inc. (the “Company”) issued
a press release announcing the appointment of Henry C. Lyons, age 43, as its
Senior Vice President and Chief Financial Officer, effective September 18,
2006.
The Company’s Board of Directors appointed Mr. Lyons to this position at a
meeting held on August 28, 2006, subject to certain conditions, including Mr.
Lyons’ acceptance of the position. Mr. Lyons served from April 2004 to the
present as Chief Financial Officer for Discovery Systems, a business unit of
GE
Healthcare Biosciences, Inc. From April 2001 to April 2004, Mr. Lyons was
employed by Amersham Biosciences, Inc. (which was acquired by GE Healthcare
in
2004) as Corporate Controller of the Biosciences division and then as Vice
President of Finance of the Discovery Systems segment. Prior to joining Amersham
Biosciences, Inc., Mr. Lyons held various positions with W.R. Grace &
Company and Ernst & Young.
Mr.
Lyons’ employment will be at-will. He will receive a salary of $275,000 per
year, an on-target annual bonus opportunity of $225,000 through participation
in
the Company’s Management Incentive Compensation Plan, and an upfront one time
bonus of $133,730. Mr. Lyons will also receive a stock option award for 100,000
shares of the Company’s common stock, which award will vest annually over a
four-year period commencing with the first anniversary of the date of grant
and
shall otherwise be governed by the terms and conditions of the Company’s option
agreements and plans. Mr. Lyons will also be entitled to participate in the
Company’s long-term incentive plan, which provides annual grants of equity
awards, and receive other employee benefits and perquisites provided to
similarly situated employees of the Company.
David
R.
Bankhead, the Company’s current Chief Financial Officer, will continue with the
Company and serve as a Senior Vice President.
Item
7.01. Regulation FD Disclosure.
On
September 13, 2006, the Company issued a press release announcing the
appointment of Henry C. Lyons as its Senior Vice President and Chief Financial
Officer. A copy of the Company’s press release is furnished and attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
The
foregoing information (including the exhibit hereto) is being furnished under
“Item 7.01 - Regulation FD Disclosure.” Such information (including the exhibit
hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except
as
shall be expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
Exhibit
99.1 -- Press release dated September 13, 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.
|
TRANSACTION
SYSTEMS ARCHITECTS, INC.
|
|||
|
Date:
September
13, 2006
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By:
|
/s/
Dennis P. Byrnes
|
|
|
Dennis
P. Byrnes
Senior
Vice President
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|||
EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
|
|
99.1
|
Press
release dated September 13, 2006.
|
EXHIBIT
99.1
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
Transaction
Systems Architects, Inc.
Vice
President, Investor Relations
402.390.8990
Transaction
Systems Architects Names New Chief Financial Officer
(OMAHA,
Neb. - September 13, 2006) - Transaction
Systems Architects, Inc. (Nasdaq: TSAI) (“TSA” or the “Company”) today announced
the appointment of Henry C. Lyons as Senior Vice President and Chief Financial
Officer (CFO). Mr. Lyons will begin his employment with TSA on September 18,
2006.
Lyons
brings 20 years of global finance experience to TSA, having served most recently
as CFO for the Discovery Systems business unit of GE Healthcare. He possesses
extensive experience in accounting, controls, financial planning and analysis,
management reporting, and compliance from his tenure at General Electric and
from previous positions with Ernst & Young, W.R. Grace & Company, and
Amersham plc. Lyons was certified as a public accountant in 1987 and holds
a
bachelor’s degree from Millsaps College in Jackson, Miss., and a master’s degree
in business administration from the New York Institute of Technology. He will
be
based in TSA’s New York City office.
“We’re
very pleased to have Henry join the management team,” said Philip G. Heasley,
TSA CEO. “He’s a respected leader who has proven his ability to manage all
aspects of finance from M&A analysis to controllership, SEC compliance, cost
control, budgeting and strategic planning. Henry has earned praise from his
colleagues and has been consistently recognized for his leadership ability
and
technical achievement throughout his career. He brings a wealth of relevant
experience to TSA to help us take the next steps in our strategy to grow the
Company on a global basis.”
TSA’s
current CFO, David R. Bankhead, will remain with the Company as a Senior Vice
President. Bankhead will initially be focused on facilitating an orderly
transition process to Mr. Lyons, after which he will remain in a senior role,
assisting the Company in its continuing efforts to optimize its global
infrastructure.
Heasley
continued, “We greatly appreciate Dave’s contributions to the Company as CFO
over the past several years and expect him to continue to play a key role in
our
efforts to take our corporate infrastructure to the next level in support of
our
globalization strategy.”
TSA
engaged executive search firm Spencer Stuart in the search process.
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 1,980 product
systems in 83 countries on six continents. Visit Transaction Systems Architects,
Inc. on the Internet at www.tsainc.com.
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.
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, 2005, the Company’s
Forms 10-Q filed February 9, 2006, May 10, 2006, and August 9, 2006 and
specifically the sections entitled “Factors That May Affect the Company's Future
Results or the Market Price of the Company's Common Stock.”