As filed with the Securities and Exchange Commission on May 10, 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
--------------------
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.
2002 Non-Employee Director 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)
--------------------
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 250,000 $10.795 $2,698,750 $248.28
$.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. 2002 Non-Employee Director Stock
Option Plan (the "2002 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 filed with this registration statement (this "Registration Statement").
Item 2. Registrant Information and Employee Plan Annual Information
Not filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference in this Registration
Statement the documents listed in (a) through (c) below, which it has previously
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). All documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all shares of Common Stock offered
hereunder have been sold or that deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.
(a) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2001, filed with the Commission on February 12, 2002.
(b) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2001, filed with the Commission on December 27, 2001.
(c) The description of the Company's Class A Common Stock contained in
the Company's Registration Statement on Form 8-A (File No. 000-25346), filed
with the Commission on January 9, 1995, including any amendments or reports that
the Company files for the purpose of updating this description.
Item 4. Description of Securities
Not Applicable.
Item 5. Interest of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Code"), the Company generally has the power to indemnify
its present and former directors, officers, employees and agents against
expenses, judgments, fines and amounts paid in settlement incurred by them in
connection with any suit (other than a suit by or in the right of the Company)
to which they are, or are threatened to be made, a party by reason of their
serving in such positions, or by reason of their serving at the Company's
request in such positions for another corporation, partnership, joint venture,
trust or other enterprise, so long as they acted in good faith and in a manner
they reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, they had no reasonable cause
to believe their conduct was unlawful. Section 145 of the Delaware Code further
provides that in connection with the defense or settlement of any action by or
in the right of the corporation, a Delaware corporation may indemnify its
present and former directors, officers, employees and agents against expenses
actually and reasonably incurred by them if, in connection with the matters in
issue, they acted in good faith, in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification may be made with respect to any claim, issue or matter as to
which such person has been adjudged liable to the corporation unless the Court
of Chancery or the court in which such action or suit was brought approves such
indemnification. The statute also expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
As permitted by the Delaware Code, the Amended and Restated Certificate
of Incorporation, as amended, of the Company (the "Certificate of
Incorporation") provides for the indemnification of directors and officers,
subject to certain limitations. The Certificate of Incorporation expressly
provides for the indemnification of a director or officer made a party, or
threatened to be made a party, to any proceeding by reason of the fact that he
or she is a director or officer of the Company. Pursuant to the Certificate of
Incorporation, the Company has the power to purchase and maintain insurance for
its present and former directors, officers, employees and agents. Such a policy
is currently in effect. The above discussion of the Certificate of Incorporation
and of Section 145 of the Delaware Code is not intended to be exhaustive and is
qualified in its entirety by such Certificate of Incorporation and the Delaware
Code.
The Amended and Restated Bylaws, as amended, of the Company (the
"Bylaws") provide that the Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was or has agreed to become a director, officer,
employee or agent of the Company, or is or was serving or has agreed to serve at
the request of the Company as a director, officer, employee or agent of another
constituent corporation, partnership, joint venture, trust or other enterprise,
or by reason of any action alleged to have been taken or omitted in such
capacity, against costs, charges, expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or on his behalf in connection with such action, suit or proceeding and
any appeal therefrom, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not meet the standards of conduct set forth above. The Company shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he is or
was or has agreed to become a director, officer, employee or agent of the
Company, or is or was serving or has agreed to serve at the request of the
Company as a director, officer, employee or agent of another constituent
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity, against
costs, charges and expenses (including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection with the defense or settlement of
such action or suit and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for gross negligence or wanton misconduct in the performance of his duty
to the Company unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of such liability but in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such costs, charges and expenses which the Court of Chancery or
such other court shall deem proper. To the extent that a director, officer,
employee or agent of the Company has been successful on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, in
defense of any action, suit or proceeding referred described herein, or in the
defense of any claim, issue or matter therein, he shall be indemnified against
all costs, charges and expenses (including attorneys' fees) actually and
reasonably incurred by him or on his behalf.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following are filed as exhibits to this Registration Statement:
Exhibit Description
No.
4.1(1) Transaction Systems Architects, Inc. 2002 Non-Employee Director Stock
Option Plan
4.2(2) Form of Common Stock Certificate
4.3(2) Amended and Restated Certificate of Incorporation of the Company, and
amendments thereto
4.4(3) Amended and Restated Bylaws of the Company, and first amendment thereto
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)
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(1) Filed herewith.
(2) Incorporated by reference to Exhibit 3.01 of the Company's Registration
Statement (File No. 33-88292) on Form S-1.
(3) Incorporated by reference to Exhibit 3.02 of the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1999.
Item 9. Undertakings
(a) The undersigned Company 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 Securities 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
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities 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 a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of its 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 Securities Act and will be governed by the final adjudication
of such issue.
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: /s/ DWIGHT G. HANSON
--------------------------------------
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
/s/ GREGORY D. DERKACHT President, Chief Executive Officer and February 27, 2002
----------------------------------- Director
Gregory D. Derkacht
/s/ GREGORY J. DUMAN Chairman of the Board and Director February 27, 2002
-----------------------------------
Gregory J. Duman
/S/ LARRY G. FENDLEY Interim Chief Operating Officer and Director February 27, 2002
-----------------------------------
Larry G. Fendley
/s/ DWIGHT G. HANSON Chief Financial Officer, Treasurer and February 27, 2002
----------------------------------- Senior Vice President
Dwight G. Hanson
/s/ EDWARD C. FUXA Chief Accounting Officer, Vice President February 27, 2002
----------------------------------- and Controller
Edward C. Fuxa
/s/ JIM D. KEVER Director February 27, 2002
-----------------------------------
Jim D. Kever
/s/ ROGER K. ALEXANDER Director February 27, 2002
-----------------------------------
Roger K. Alexander
EXHIBIT INDEX
Exhibit Description
No.
4.1(1) Transaction Systems Architects, Inc. 2002 Non-Employee Director Stock
Option Plan
4.2(2) Form of Common Stock Certificate
4.3(2) Amended and Restated Certificate of Incorporation of the Company, and
amendments thereto
4.4(3) Amended and Restated Bylaws of the Company, and first amendment thereto
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.
(2) Incorporated by reference to Exhibit 3.01 of the Company's Registration
Statement (File No. 33-88292) on Form S-1.
(3) Incorporated by reference to Exhibit 3.02 of the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1999.