-----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, B/lqqbk2Lt/YbfHlM+qXQuWH2VgfwDpjtJ1d1Y9wFXIcGZIRBj+4Gy+GXSY9nI6v fL351atqoSOTfcdA7VbkPg== 0000935036-03-000013.txt : 20030313 0000935036-03-000013.hdr.sgml : 20030313 20030313171405 ACCESSION NUMBER: 0000935036-03-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030311 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030313 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25346 FILM NUMBER: 03602876 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 8-K 1 board8k.txt FORM 8-K NEW BOARD MEMBERS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 11, 2003 (Date of earliest event reported) ------------------------- TRANSACTION SYSTEMS ARCHITECTS, INC. (Exact name of registrant as specified in its charter) Delaware 0-25346 47-0772104 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 224 South 108th Avenue, Omaha, Nebraska 68154 (Address of principal executive offices, including zip code) (402) 334-5101 (Registrant's telephone number, including area code) ------------------------- Item 5. Other Events. On March 13, 2003, Transaction Systems Architects, Inc. issued a press release announcing the addition of John D. Curtis and John E. Stokely to the Company's Board of Directors, bringing the total number of board members to seven, effective March 11, 2003. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release dated March 13, 2003. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRANSACTION SYSTEMS ARCHITECTS, INC. Date: March 13, 2003 By: /s/ Dwight G. Hanson ------------------------------------ Dwight G. Hanson Chief Financial Officer, Treasurer and Senior Vice President EXHIBIT INDEX Exhibit Number Description 99.1 Press Release dated March 13, 2003 EX-99 3 boardex8k.txt EXHIBIT TO FORM 8-K NEW BOARD MEMBERS Exhibit 99.1 News Release TRANSACTION SYSTEMS ARCHITECTS INC 224 SOUTH 108 AVENUE OMAHA, NEBRASKA 68154 402.334.5101 FAX 402.390.8077 For more information contact: William J. Hoelting Vice President, Investor Relations 402.390.8990 FOR IMMEDIATE RELEASE Transaction Systems Architects Adds Board Members (OMAHA, Neb.-- March 13, 2003)-- Transaction Systems Architects, Inc. (Nasdaq: TSAI), a leading global provider of enterprise e-payments and e-commerce solutions, announced today that it has added two members to its Board of Directors, bringing the total number of board members to seven. John D. Curtis, legal and business consultant, and John E. Stokely, President of JES, Inc., an investment and consulting firm, have joined the board effective March 11, 2003. Since August 2002, Mr. Curtis has provided legal and business consulting services to various clients. From July 2001 until July 2002, Mr. Curtis was General Counsel of Combined Specialty Corporation and a director of Combined Specialty Insurance Company, each wholly-owned subsidiaries of Aon Corporation (NYSE: AOC). From November 1995 until July 2001, when Aon Corporation acquired the company, Mr. Curtis was President of First Extended, Inc., a holding company with two principal operating subsidiaries, First Extended Service Corporation and FFG Insurance Company. First Extended Service Corporation is an administrator of vehicle extended service contracts and other service agreements to automobile dealers throughout the United States. FFG Insurance Company is a property and casualty insurance company. Prior to 1995, Mr. Curtis practiced general corporate and securities law, primarily representing publicly held corporations and investment bankers in financing and merger and acquisition transactions. Mr. Curtis holds undergraduate and law degrees from the University of Texas. Since August 1999, Mr. Stokely has served as President of JES, Inc., an investment and consulting firm, providing strategic and financial advice to companies in a variety of industries. From 1996 to 1999, Mr. Stokely was the President, Chief Executive Officer and Chairman of the Board of Directors of Richfood Holdings, Inc., a publicly traded FORTUNE 500 food retailer and wholesale grocery distributor. Richfood Holdings, Inc. merged with Supervalu, Inc. in August 1999. Mr. Stokely holds a B.S. in Accounting from the University of Tennessee. Mr. Stokely is also a director of Performance Food Group (Nasdaq: PFGC), Nash Finch Company (Nasdaq: NAFCE) and SCP Pools, Inc. (Nasdaq: POOL). "We are extremely pleased that Mr. Stokely and Mr. Curtis have agreed to join our board," said Harlan Seymour, Chairman. "Their proven leadership skills and past business experiences will provide additional strength to TSA's board. We look forward to their contributions as we continue to build upon the Company's solid position as a leading provider of e-payment solutions." About Transaction Systems Architects Transaction Systems Architects' software facilitates electronic payments by providing consumers and companies access to their money. Its products are used to process transactions involving credit cards, debit cards, secure electronic commerce, mobile commerce, smart cards, secure electronic document delivery and payment, checks, high-value money transfers, bulk payment clearing and settlement, and enterprise e-infrastructure. Transaction Systems Architects' solutions are used on more than 1,670 product systems in 71 countries on six continents. Forward-Looking Statements Any statements in this press release regarding projected results are preliminary and "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, this press release may contain other forward-looking statements including statements regarding Transaction Systems Architects, Inc.'s ("TSA"), its subsidiaries or third parties' expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect. The forward-looking statements in this press release are subject to a variety of risks and uncertainties. Actual results could differ materially. For a detailed discussion of the Company's risk factors, interested parties should review TSA's filings with the Securities and Exchange Commission. -end- -----END PRIVACY-ENHANCED MESSAGE-----