-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LtPIDjPraoqVyKPrDd8uQoCqnZBpIPqwSqUH5fyDZpLHvNyVAMJfZFqTbNc2zOzR L0hTQMZYmtx1tW77LouYcQ== 0000912057-01-529932.txt : 20010823 0000912057-01-529932.hdr.sgml : 20010823 ACCESSION NUMBER: 0000912057-01-529932 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010822 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSACTION SYSTEMS ARCHITECTS INC CENTRAL INDEX KEY: 0000935036 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 470772104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45029 FILM NUMBER: 1721503 BUSINESS ADDRESS: STREET 1: 224 SOUTH 108TH AVE CITY: OMAHA STATE: NE ZIP: 68154 BUSINESS PHONE: 4023907600 MAIL ADDRESS: STREET 1: 224 SOUTH 108TH CITY: OMAHA STATE: NE ZIP: 68154 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSACTION SYSTEMS ARCHITECTS INC CENTRAL INDEX KEY: 0000935036 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 470772104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 224 SOUTH 108TH AVE CITY: OMAHA STATE: NE ZIP: 68154 BUSINESS PHONE: 4023907600 MAIL ADDRESS: STREET 1: 224 SOUTH 108TH CITY: OMAHA STATE: NE ZIP: 68154 SC TO-I/A 1 a2057883zscto-ia.txt SC TO-I/A-2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) ---------- TRANSACTION SYSTEMS ARCHITECTS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) ---------- OPTIONS TO PURCHASE CLASS A COMMON STOCK, PAR VALUE $0.005 PER SHARE, GRANTED TO ELIGIBLE EMPLOYEES AND ELIGIBLE DIRECTORS UNDER THE ACI HOLDING, INC. 1994 STOCK OPTION PLAN AND THE TRANSACTION SYSTEMS ARCHITECTS, INC. 1996 STOCK OPTION PLAN AND 1999 STOCK OPTION PLAN (Title of Class of Securities) 893416107 (CUSIP Number of Class of Securities) David P. Stokes Vice President - Legal and Secretary Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 (402) 334-5101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) ---------- Copy to: Albert G. McGrath, Jr. Baker & McKenzie 2001 Ross Avenue, Suite 2300 Dallas, Texas 75201 (214) 978-3000 ---------- [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-l. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. [ ] Check the following box if the filing is a final amendment reporting the results of the tender offer. This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the "Tender Offer Statement") filed by Transaction Systems Architects, Inc., a Delaware corporation ("TSA"), relating to the offer by TSA to exchange certain outstanding employee and director options to purchase shares of its common stock under the ACI Holding, Inc. 1994 Stock Option Plan and the Transaction Systems Architects, Inc. 1996 Stock Option Plan and 1999 Stock Option Plan for new options to purchase shares of its common stock, upon the terms and subject to the conditions set forth in the Offer to Exchange, dated August 1, 2001, as supplemented on August 13, 2001, and in the related Acceptance Letter, copies of which were attached as Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement. ITEM 12. EXHIBITS. Item 12 of the Tender Offer Statement is hereby amended to add a reference to Exhibit (a)(16), which is attached hereto, as follows: (a)(16) Notice of Waiver of Condition to Offer to Exchange. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TRANSACTION SYSTEMS ARCHITECTS, INC. /s/ Dwight G. Hanson ---------------------------------------- Dwight G. Hanson, Chief Financial Officer and Senior Vice President DATE: August 22, 2001 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- (a)(16) Notice of Waiver of Condition to Offer to Exchange.
EX-99.A 3 a2057883zex-99_a.txt NOTICE OF WAIVER OF CONDITION TO OFFER TO EXCHANGE Exhibit (a)(16) NOTICE OF WAIVER OF CONDITION TO OFFER TO EXCHANGE Date: Wednesday, August 22, 2001 To: Option Holders Subject: Waiver of Condition to Offer to Exchange We have made an offer to eligible employees and eligible directors to exchange certain outstanding options to purchase shares of our common stock upon the terms and subject to the conditions set forth in the Offer to Exchange, dated August 1, 2001, as supplemented on August 13, 2001, and in the related Acceptance Letter that was sent to you with the Offer to Exchange. Yesterday, the Nasdaq Composite Index closed at 1831.30, representing a decline in an amount in excess of 10% measured from the close of business on August 1, 2001. This decline triggered a condition to the offer set forth in Section 6(c)(8) of the Offer to Exchange. We hereby waive the condition to the offer set forth in Section 6(c)(8) with respect to the decline in the Nasdaq Composite Index measured from the close of business on August 1, 2001 to the close of business yesterday. No further waivers to any of the conditions contained in the Offer to Exchange are anticipated at this time. Accordingly, if you are electing to participate in the stock option exchange program, your executed Acceptance Letter must be received by us by external mail NO LATER THAN 11:59 P.M., Omaha, Nebraska time, on Tuesday, August 28, 2001. Remember, once the offer expires, there will NOT be any other opportunity to submit an acceptance or a withdrawal in connection with the stock option exchange program. Should you have any questions regarding the stock option exchange program, including this notice, please refer to the package of materials you received by e-mail or regular mail or contact the following person: Eric Nipp Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 Telephone No: (402) 778-1911 E-mail Address: nippe@tsainc.com -----END PRIVACY-ENHANCED MESSAGE-----