As filed with the Securities and Exchange Commission on April 27, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRANSACTION SYSTEMS ARCHITECTS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
7372
(Primary Standard Industrial Classification Code Number)
47-0772104
(I.R.S. Employer Identification No.)
224 South 108th Avenue
Omaha, Nebraska 68154
(402) 334-5101
(Address, including ZIP Code, and telephone number, including area code, of
registrant's principal executive offices)
William E. Fisher, President
Transaction Systems Architects, Inc.
224 South 108th Avenue
Omaha, Nebraska 68154
(402) 334-5101
(Name, address, including ZIP Code, and telephone number, including area code,
of agent for service)
It is requested that copies of communications be sent to:
Neal A. Klegerman
Baker & McKenzie
One Prudential Plaza
Chicago, Illinois 60601
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-24279
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------- ----------------------- ----------------------- ------------------------ -----------------------
Proposed
Title of each class Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit (1) price (1) registration fee
- --------------------------- ----------------------- ----------------------- ------------------------ -----------------------
=========================== ======================= ======================= ======================== =======================
<S> <C> <C> <C> <C>
Class A Common Stock, par 224,264 shares $38.875 $8,718,263 $2.575
value $.005 per share
=========================== ======================= ======================= ======================== =======================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) promulgated under the Securities Act of 1933, as
amended, based upon the average of the high and low prices of the Class A Common
Stock on April 20, 1998, as reported on The Nasdaq National Market.
_______________
<PAGE>
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-4 (File No. 333-24279), previously filed by the Registrant
and declared effective by the Commission on April 10, 1997, are incorporated
herein by reference.
The required opinions and consents are listed on the Exhibit Index attached
hereto and filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant 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 April 27, 1998.
TRANSACTION SYSTEMS ARCHITECTS, INC.
By: /s/ Gregory J. Duman
--------------------
Gregory J. Duman
Chief Financial Officer
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
dates indicated.
Name Title Date
---- ----- ----
* Director and President April 27, 1998
- ----------------- (Principal Executive Officer)
William E. Fisher
/s/ Gregory J. Duman Chief Financial Officer April 27, 1998
- -------------------- (Principal Financial Officer)
Gregory J. Duman
* Vice President April 27, 1998
- ----------------- (Principal Accounting Officer)
Dwight G. Hanson
* Director April 27, 1998
- -----------------
David C. Russell
* Director April 27, 1998
- -----------------
Jim D. Kever
* Director April 27, 1998
- -----------------
Promod Haque
* Director April 27, 1998
- -----------------
Charles E. Noell, III
* Director April 27, 1998
- ----------------
Larry G. Fendley
/s/ Gregory J. Duman April 27, 1998
- ---------------------
*Gregory J. Duman as
Attorney-In-Fact Pursuant
to Power of Attorney
Granted in Registration
Statement No. 333-24279
<PAGE>
================================================================================
EXHIBIT INDEX
================================================================================
Exhibit
Number Description
- ------- ----------------------------------------------------------------------
5.01 Opinion of Baker & McKenzie
23.01 Consent of Independent Public Accountants
23.02 Consent of Baker & McKenzie (included in opinion filed as Exhibit 5.01)
24.01 Power of Attorney (contained in Signature Page to Registration
Statement on Form S-4 (File No. 333-24279) and incorporated herein by
reference)
<PAGE>
BAKER & McKENZIE
Attorneys at Law
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
April 27, 1998
Board of Directors
Transaction Systems Architects, Inc.
224 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-4 (the "Registration Statement") under Rule
462(b) of the Securities Act of 1933, as amended, of an additional 224,264
shares of the Company's Class A Common Stock, $.005 par value per share (the
"Stock"), to be issued by the Company in connection with an acquisition by the
Company. 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 shares of Stock, and such other documents, corporate records and
questions of law as we have deemed necessary to the rendering of the opinions
expressed below.
Based upon the foregoing, we are of the opinion that the 224,264 shares of
Stock to be issued by the Company as described in the Registration Statement are
duly authorized and, when issued and paid for in the manner contemplated in the
Registration Statement, will be legally issued, fully paid and non-assessable
shares of Class A Common Stock of the Company.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus incorporated by reference in the Registration
Statement and to the filing of this opinion as an exhibit thereto.
Very truly yours,
BAKER & McKENZIE
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-4 Registration Statement of our reports dated October
30, 1997, included in Transaction Systems Architects, Inc.'s Annual Report on
Form 10-K for the fiscal year ended September 30, 1997, and to all references to
our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Omaha, Nebraska,
April 27, 1998
