-----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, PvWuz7JxXdGrZr8xsVMZvWVjkxb7LXu5s2Chr4Y2sMSCCe9pTAYFBO/jQ8XkZ0ZX S6XlAJTxcvZ+7Yun3gFRtg== 0000935036-04-000042.txt : 20041213 0000935036-04-000042.hdr.sgml : 20041213 20041213170142 ACCESSION NUMBER: 0000935036-04-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041213 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20041213 DATE AS OF CHANGE: 20041213 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: 041199416 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 stkrepurch8k.txt FORM 8-K -- STOCK REPURCHASE PROGRAM ================================================================================ 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: December 13, 2004 (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) ------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: __ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) __ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) __ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) __ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 7.01. Regulation FD Disclosure. On December 13, 2004, Transaction Systems Architects, Inc. issued a press release announcing that its Board of Directors has approved a stock repurchase program authorizing the Company to acquire up to $80 million of its Class A Common Stock. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished, not filed, under Item 7.01 of Form 8-K. 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 thereunto duly authorized. TRANSACTION SYSTEMS ARCHITECTS, INC. Date: December 13, 2004 By: /s/ Dennis P. Byrnes ----------------------------------- Dennis P. Byrnes Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit Number Description 99.1 Press Release, dated December 13, 2004. EX-99 2 ex99-1tostkrepurch8k.txt EXHIBIT 99-1 TO FORM 8-K -- STK REPURCH PRGM 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 Announces Stock Repurchase Program (OMAHA, Neb.--December 13, 2004)--Transaction Systems Architects, Inc. (Nasdaq:TSAI) today announced that its Board of Directors has approved a stock repurchase program authorizing the Company to acquire up to $80 million of its Class A Common Stock. Purchases will be made from time to time as market and business conditions warrant, in open market, negotiated or block transactions, in accordance with applicable laws, rules and regulations. Transaction Systems Architects, Inc. has approximately 37.8 million shares of Class A Common Stock outstanding. "Given the Company's strong balance sheet and cash flow, the stock repurchase program represents an excellent use of capital and reflects our commitment to enhancing stockholder value," said Gregory D. Derkacht, President and CEO. About Transaction Systems Architects, Inc. The Company's 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. The Company's solutions are used on more than 1,700 product systems in 76 countries on six continents. Forward-Looking Statements Statements included in this press release may contain forward-looking statements. Such forward-looking statements are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 these and other risk factors, interested parties should review the Company's filings with the Securities and Exchange Commission, including the Company's Form 10-K filed on December 23, 2003, the Company's Form 10-Q filed on February 17, 2004, the Company's form 10-Q filed on May 17, 2004, and the Company's Form 10-Q filed on August 11, 2004. -----END PRIVACY-ENHANCED MESSAGE-----