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 (Date of earliest event reported): March 6, 2007
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) | (IRS Employer Identification No.) |
120 Broadway, Suite 3350
New York, New York 10271
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (646) 348-6700
(Former Name or Former Address, if Changed Since Last Report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 6, 2007, the Board of Directors of Transaction Systems Architects, Inc. (the “Company”), pursuant to Section 36 of the Company’s Bylaws (as amended and restated, the “Bylaws”), amended Section 32 and Section 29 of the Bylaws. The amendment to Section 32 of the Bylaws changed the Company’s fiscal year from October 1 of each year to the following September 30 to January 1 of each year to the following December 31, effective as of January 1, 2008 for the fiscal year ending December 31, 2008. The amendment to Section 32 of the Bylaws was adopted to reflect the Company’s Board of Directors approval to change the Company’s fiscal year, as previously disclosed on Form 8-K filed with the Securities and Exchange Commission on March 1, 2007.
The Company’s Board of Directors also amended Section 29 of the Bylaws to allow for the issuance and transfer of uncertificated (“book-entry”) shares of the Company’s stock. The previous Section 29 of the Bylaws did not specifically permit the use of uncertificated shares. The amendment to Section 29 of the Bylaws was adopted to comply with the recent SEC rule changes and NASDAQ rules relating to the ability of listed companies to issue shares in either certificated or uncertificated form and to participate in a book-entry share Direct Registration System, which allows for the electronic transfer of securities.
The text of the amendments to the Bylaws is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Text of the amendments to the Bylaws of the Company. |
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SIGNATURES
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 hereunto duly authorized.
| TRANSACTION SYSTEMS ARCHITECTS, INC. |
| /s/ Dennis P. Byrnes |
| Dennis P. Byrnes |
| Senior Vice President |
Date: March 9, 2007
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EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| Exhibit 99.1 | Text of the amendments to the Bylaws of the Company. |
Exhibit 99.1
The following is the text of the amendments to Section 29 and Section 32 of the Bylaws of Transaction Systems Architects, Inc. (the “Company”).
Section 29 of the Company’s Bylaws has been amended in its entirety as follows:
“Certificated and Uncertificated Shares. Shares of the Company’s common stock or Preferred Stock may be certificated or uncertificated, as permitted under Section 158 of the Delaware General Corporation Law. Certificates representing shares of stock of the Company will be in such form as is determined by the Board, subject to applicable legal requirements. Each such certificate will be numbered and its issuance recorded in the books of the Company, and such certificate will exhibit the holder’s name and the number of shares and will be mechanically signed with a facsimile of the signature of the President or a Vice President, and a facsimile of the signature of the Secretary or an Assistant Secretary, and shall also be signed by, or bear the facsimile signature of, a duly authorized officer or agent of any properly designated transfer agent of the Company. Any or all of the signatures and the seal of the Company, if any, upon such certificates may be facsimiles, engraved, or printed. Such certificates may be issued and delivered notwithstanding that the person whose facsimile signature appears thereon may have ceased to be such officer at the time the certificates are issued and delivered.”
Section 32 of the Company’s Bylaws has been amended in its entirety as follows:
“Fiscal Year. Effective as of January 1, 2008, the fiscal year of the Company shall commence on January 1 of each year and shall end the following December 31.”