As filed with the Securities and Exchange Commission on February 28, 2002.
Registration No. 333-________________
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TRANSACTION SYSTEMS ARCHITECTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-0772104
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
224 South 108th Avenue
Omaha, Nebraska 68154
(Address of principal executive offices, including zip code)
Transaction Systems Architects, Inc.
1999 Stock Option Plan
(Full title of the plan)
David P. Stokes, Esq.
General Counsel and Secretary
Transaction Systems Architects, Inc.
224 South 108th Avenue
Omaha, Nebraska 68514
(402) 334-5101
(Name, address and telephone number, including area code, of agent for service)
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with a copy to:
Albert G. McGrath, Jr.
Baker & McKenzie
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
CALCULATION OF REGISTRATION FEE
====================================== ================ =================== ==================== ===================
Proposed maximum Proposed maximum
Amount to be offering price aggregate offering Amount of
Title of securities to be registered registered (1) per share (2) price (2) registration fee
-------------------------------------- ---------------- ------------------- -------------------- -------------------
Class A Common Stock, par value 1,000,000 $10.05 $10,050,000 $924.60
$.005 per share
====================================== ================ =================== ==================== ===================
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), there are also being registered such
additional shares of Class A Common Stock of Transaction Systems
Architects, Inc. (the "Company"), par value $.005 per share (the "Common
Stock"), as may become issuable pursuant to the anti-dilution provisions of
the Transaction Systems Architects, Inc. 1999 Stock Option Plan (the "1999
Stock Option Plan").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act and is
based upon the average of the high and low sale prices of the Common Stock
on February 26, 2002, as reported on the National Association of Securities
Dealers Automated Quotations system.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not Applicable.
Item 2. Registrant Information and Employee Plan Annual Information
Not Applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
This registration statement (the "Registration Statement") is being
filed solely to register an additional 1,000,000 shares of Common Stock under
the 1999 Stock Option Plan. Pursuant to General Instruction E to Form S-8, the
contents of the Company's registration statements on Form S-8 (File No.
333-73027) as filed with the Securities and Exchange Commission (the
"Commission") on February 26, 1999, Form S-8 (File No. 333-33728) as filed with
the Commission on March 31, 2000, and on Form S-8 (File No. 333-59630) as filed
with the Commission on April 27, 2001 are incorporated herein by reference,
except as the same may be modified by the information set forth in this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interest of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Not Applicable.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following are filed as exhibits to this Registration Statement:
Exhibit Description
No.
5.1(1) Opinion of Baker & McKenzie
23.1(1) Consent of Arthur Andersen LLP
23.2(1) Consent of Baker & McKenzie (included in Exhibit 5.1)
24.1(1) Power of Attorney (included on the signature page of this Registration
Statement)
----------------
(1) Filed herewith.
Item 9. Undertakings
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on February 27, 2002.
TRANSACTION SYSTEMS ARCHITECTS, INC.
By:______________________________________
Dwight G. Hanson,
Chief Financial Officer, Treasurer and
Senior Vice President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Dwight G. Hanson his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for him and his name, place and
stead, in any and all capacities, to sign any or all amendments (including pre-
or post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Commission, and hereby grants to such attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
___________________________________
Gregory D. Derkacht President, Chief Executive Officer and February 27, 2002
Director
___________________________________
Gregory J. Duman Chairman of the Board and Director February 27, 2002
___________________________________
Larry G. Fendley Interim Chief Operating Officer and Director February 27, 2002
___________________________________
Dwight G. Hanson Chief Financial Officer, Treasurer and February 27, 2002
Senior Vice President
___________________________________
Edward C. Fuxa Chief Accounting Officer, Vice President February 27, 2002
and Controller
___________________________________
Jim D. Kever Director February 27, 2002
___________________________________
Roger K. Alexander Director February 27, 2002
EXHIBIT INDEX
Exhibit Description
No.
5.1(1) Opinion of Baker & McKenzie
23.1(1) Consent of Arthur Andersen LLP
23.2(1) Consent of Baker & McKenzie (included in Exhibit 5.1)
24.1(1) Power of Attorney (included on the signature page of this Registration
Statement)
----------------
(1) Filed herewith.
EXHIBIT 5.1
BAKER & MCKENZIE
Attorneys at Law
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
February 27, 2002
Board of Directors
Transaction Systems Architects, Inc.
224 South 108th Avenue
Omaha, Nebraska 68154
Re: Transaction Systems Architects, Inc. (the "Company")
Gentlemen:
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (the "Registration Statement") on Form
S-8 under the Securities Act of 1933, as amended (the "Act"). The Registration
Statement covers (a) 1,000,000 shares of Class A Common Stock, par value $.005
per share, of the Company (the "Common Stock"), which shares shall be issued
pursuant to the Transaction Systems Architects, Inc. 1999 Stock Option Plan, as
amended (the "1999 Stock Option Plan"), and (b) such additional shares of Common
Stock as may become issuable pursuant to the anti-dilution provisions of the
1999 Stock Option Plan (such shares collectively referred to as the
"Securities").
We have acted as counsel to the Company in connection with the
preparation and filing of the Registration Statement. In rendering this opinion
we have examined such corporate records, documents and instruments of the
Company and such certificates of public officials, have received such
representations from officers of the Company, and have reviewed such questions
of law as in our judgment are necessary, relevant or appropriate to enable us to
render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all corporate records,
documents and instruments submitted to us as originals, the conformity to
original documents of all documents submitted to us as conformed, certified or
photostatic copies thereof, and the authenticity of the originals of such
conformed, certified or photostatic copies.
Based upon such examination and review and upon representations made to
us by officers of the Company, we are of the opinion that upon issuance and
delivery of the Securities in accordance with the applicable terms and
conditions of the 1999 Stock Option Plan and upon receipt by the Company of the
full consideration for the Securities as determined pursuant to the 1999 Stock
Option Plan, the Securities will be legally issued, fully paid and
nonassessable.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Very truly yours,
Baker & McKenzie
EXHIBIT 23.1
Consent of independent public accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated October
26, 2001, included in Transaction Systems Architects, Inc.'s Annual Report on
Form 10-K for the fiscal year ended September 30, 2001, and to all references to
our firm included in this Registration Statement.
Arthur Andersen LLP
Omaha, Nebraska,
February 27, 2002