As filed with the Securities and Exchange Commission on February 27, 1997
Registration No. 333- _______
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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.)
330 South 108th Ave., Omaha, Nebraska 68154
(Address of Principal Executive Offices) (Zip Code)
Transaction Systems Architects, Inc. 1997 Management Stock Option Plan
(Full title of the plan)
David P. Stokes, General Counsel and Secretary
Transaction Systems Architects, Inc.
330 South 108th Ave., Omaha, Nebraska 68154
(Name and address of agent for service)
(402) 390-7600
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
____________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum offering maximum registration fee
price per unit aggregate offering
price
____________________________________________________________________________________________________
Options to purchase 1,050,000 $3.00 (1) $3,150,000 $955
Class A Common
Stock, par value
$.005 per share
____________________________________________________________________________________________________
Class A Common 1,050,000 shares $27.1875(2) $28,546,875 (2) $8,651
Stock underlying
Options
____________________________________________________________________________________________________
</TABLE>
(1) Based on an option purchase price of $3.00 for each share covered by the
options under the Transaction Systems Architects, Inc. 1997 Management Stock
Option Plan.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457. The price is based upon the average of the high and
low prices of Transaction Systems Architects, Inc. Class A Common Stock on
February 25, 1997, as reported on the National Association of Securities Dealers
Automated Quotations system.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Documents by Reference
- ---------------------------------------
The documents listed in (a) through (c) below are incorporated by reference
in this registration statement and all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be part
thereof from the date of filing of such documents.
(a) The registrant's latest annual report filed pursuant to section 13(a)
or 15(d) of the Exchange Act, or either: (1) the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, (the
"Act") that contains audited financial statements for the registrant's latest
fiscal year for which such statements have been filed, or (2) the registrant's
effective registration statement on Form 10 or 20-F filed under the Exchange Act
containing audited financial statements for the registrant's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the class of securities contained in a registration
statement filed under the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
Indemnification of Directors and Officers
- ------------------------------------------
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers and directors, subject to certain limitations. The
Certificate of Incorporation of the registrant expressly provides for
indemnification of an officer or director made a party or threatened to be made
a party to proceedings by reason of the fact that such person was an officer or
director. The Certificate of Incorporation also authorizes the registrant to
maintain officer and director liability insurance, and such a policy is
currently in effect.
<PAGE>
Undertakings
- -------------
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
2. That, for the purpose of determining any liability under the Act, each
such post- effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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, 1997.
TRANSACTION SYSTEMS ARCHITECTS, INC.
By: /s/ William E. Fisher
-------------------------
William E. Fisher,
Chief Executive Officer,
President and Director
POWER OF ATTORNEY
We, the undersigned officers and directors of Transaction Systems
Architects, Inc., hereby severally and individually constitute and appoint
William E. Fisher, Gregory J. Duman, and Dwight G. Hanson, and each of them, the
true and lawful attorneys and agents of each of us to execute in the name, place
and stead of each of us (individually and in any capacity stated below) any and
all amendments to this Registration Statement on Form S-8, and all instruments
necessary or advisable in connection therewith, and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
power to act with or without the other and to have full power and authority to
do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person, and
we hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such amendments and other
instruments. Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.of them to any and all such amendments and
other instruments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
- ---- ----- ----
/s/ William E. Fisher Chief Executive Officer, President
- --------------------- and Director
William E. Fisher (Principal Executive Officer) February 27, 1997
-----------------
/s/ Gregory J. Duman Chief Financial Officer
- -------------------- (Principal Financial Officer) February 27, 1997
Gregory J. Duman -----------------
/s/ Dwight G.Hanson Controller
- ------------------- (Principal Accounting Officer) February 27, 1997
Dwight G. Hanson -----------------
/s/ David C. Russell Director February 27, 1997
- -------------------- -----------------
David C. Russell
/s/ Promod Haque Director February 27, 1997
- ---------------- -----------------
Promod Haque
/s/ Frederick L. Bryant Director February 27, 1997
- ----------------------- -----------------
Frederick L. Bryant
/s/ Charles E. Noell, III Director February 27, 1997
- ------------------------- -----------------
Charles E. Noell, III
Director February 27, 1997
- ---------------- -----------------
Jim D. Kever
/s/ Larry G. Fendley Director February 27, 1997
- -------------------- -----------------
Larry G. Fendley
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- ------------
5 Opinion of Legal Counsel
23 Consent of Arthur Andersen LLP
<PAGE>
Exhibit 5
BAKER & McKENZIE
Attorneys at Law
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
February 27, 1997
Board of Directors
Transaction Systems Architects, Inc.
330 South 108th Avenue
Omaha, Nebraska 68154
Re: Transaction Systems Architects, Inc. (the "Company")
Gentlemen:
We have acted as your counsel in connection with the registration, on a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of (i) options ("Options") to purchase
1,050,000 shares of the Company's Class A Common Stock, $.005 par value per
share (the "Stock"), to be issued by the Company pursuant to the Company's 1997
Management Stock Option Plan (the "Plan"), and (ii) the 1,050,000 shares of
Stock underlying the Options. We have reviewed the Registration Statement, the
charter and by-laws of the Company, corporate proceedings of the Board of
Directors relating to the issuance of the Options and underlying shares of
Stock, and such other documents, corporate records and questions of laws as we
have deemed necessary to the rendering of the opinions expressed below.
Based upon the foregoing, we are of the opinion that the Options and the
1,050,000 shares of Stock underlying the Options to be issued by the Company, as
described in the Plan, will be legally issued, fully paid and non-assessable
when issued and paid for in the manner contemplated in the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very Truly Yours,
Baker & McKenzie
<PAGE>
Exhibit 23
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this Form S-8 Registration Statement for the Transactioon
Systems Architects, Inc. 1997 Management Stock Option Plan of our reports dated
October 31, 1996, included in Transaction Systems Archtects, Inc. Annual Report
on Form 10-K for the year ended September 30, 1996, and to all references to our
Firm included in this Registration Statement.
Arthur Andersen LLP
Omaha, Nebraska
February 26, 1997
