As filed with the Securities and Exchange Commission on March 31, 2000.
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
224 South 108th Avenue
Omaha, Nebraska 68154
(Address of principal executive offices) (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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================== ========================== ===================== ================ ===============
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Amount of
Title of Securities to be Amount to be Offering Price Per Maximum Registration
Registered Registered(1) Share Aggregate Fee
Offering Price
================================== ========================== ===================== ================ ===============
Class A Common Stock, 1,000,000 shares $ 26.9063 (2) $26,906,300 $7,105.00
$0.005 par value
================================== ========================== ===================== ================ ===============
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers any
additional shares of Class A Common Stock which may be issuable pursuant to
the antidilution provisions of the Transaction Systems Architects, Inc. 1999
Stock Option Plan.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h). The price is based upon the average of the high and
low prices of Transaction Systems Architects, Inc. Class A Common Stock on
March 29, 2000, as reported on the National Association of Securities
Dealers Automated Quotations system.
EXPLANATORY STATEMENT
This Registration Statement is filed pursuant to General Instruction
E to Form S-8 by Transaction Systems Architects, Inc., a Delaware corporation
(the "Company"), in order to register 1,000,000 shares of Class A Common
Stock, which shares are in addition to those previously registered on a
Registration Statement on Form S-8 (File No. 333-73027) filed with the
Securities and Exchange Commission (the "Commission") on February 26, 1999 for
issuance pursuant to the Transaction Systems Architects, Inc. 1999 Stock
Option Plan. The contents of such previously filed Registration Statement
(File No. 333-73027) are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit
Number
5 Opinion of Legal Counsel
23 Consent of Arthur Andersen LLP
24 Power of Attorney (included in Signature Page)
SIGNATURES
The Registrant. 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 this 31st day of March, 2000.
TRANSACTION SYSTEMS ARCHITECTS, INC.
By: /s/ David C. Russell
--------------------------------
David C. Russell, 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
David C. Russell 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.
Name Title Date
- ----------------- -------------------- ------------
/s/ David C. Russell Chief Executive Officer, President March 31, 2000
- ------------------------- and Director (Principal Executive
David C. Russell Officer)
/s/ William E. Fisher Chairman of the Board and Director March 31, 2000
- -------------------------
William E. Fisher
/s/ Dwight G. Hanson Chief Financial Officer and March 31, 2000
- ------------------------- Senior Vice President (Principal
Dwight G. Hanson Financial Officer)
/s/ Edward Fuxa Controller March 31, 2000
- ------------------------- (Principal Accounting Officer)
Edward Fuxa
/s/ Charles E. Noell, III Director March 13, 2000
- -------------------------
Charles E. Noell, III
/s/ Jim D. Kever Director March 13, 2000
- -------------------------
Jim D. Kever
/s/ Larry G. Fendley Director March 13, 2000
- -------------------------
Larry G. Fendley
/s/ Roger K. Alexander Director March 13, 2000
- -------------------------
Roger K. Alexander
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Legal Counsel
23 Consent of Arthur Andersen LLP
24 Power of Attorney (included in Signature Page)
BAKER & McKENZIE
Attorneys at Law
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
March 31, 2000
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-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, of an additional 1,000,000 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 1999 Stock Option Plan (the
"Plan"). 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 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 1,000,000
additional shares of Stock 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
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our reports dated October
28, 1999, included in Transaction Systems Architects, Inc.'s Annual Report on
Form 10-K for the fiscal year ended September 30, 1999, and to all references to
our Firm included in this Registration Statement.
Arthur Andersen LLP
Omaha, Nebraska,
March 31, 2000
