-----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, ENvKRz8OF7DL+uMUR7R8+q2Zssl9Sb+zwGaXgwawYuxB6w6JUMBcdjbS+NIfK2W3 vCrb9w1v1VZnIoC7EvVUxA== 0000935036-98-000004.txt : 19980428 0000935036-98-000004.hdr.sgml : 19980428 ACCESSION NUMBER: 0000935036-98-000004 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980427 SROS: NASD FILER: 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: S-4 SEC ACT: SEC FILE NUMBER: 333-51109 FILM NUMBER: 98601967 BUSINESS ADDRESS: STREET 1: 330 SOUTH 108TH AVE CITY: OMAHA STATE: NE ZIP: 68154 BUSINESS PHONE: 4023907600 MAIL ADDRESS: STREET 1: 330 SOUTH 108TH CITY: OMAHA STATE: NE ZIP: 68154 S-4 1 S-4 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] Calculation of Registration Fee
- --------------------------- ----------------------- ----------------------- ------------------------ ----------------------- 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 - --------------------------- ----------------------- ----------------------- ------------------------ ----------------------- =========================== ======================= ======================= ======================== ======================= Class A Common Stock, par 224,264 shares $38.875 $8,718,263 $2.575 value $.005 per share =========================== ======================= ======================= ======================== =======================
(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. _______________ 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. 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 ================================================================================ 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) EX-5.01 2 EX-5.01 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 EX-23.01 3 EX-23.01 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 -----END PRIVACY-ENHANCED MESSAGE-----