8-K

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 (Date of earliest event reported): June 29, 2007

TRANSACTION SYSTEMS ARCHITECTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-25346	47-0772104
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

120 Broadway, Suite 3350 New York, New York	10271
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 348-6700

(Former Name or Former Address, if Changed Since Last Report)

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 June 29, 2007, Transaction Systems Architects, Inc. posted the investor presentation material entitled “Summary of Key Points from Form 10-Q for Period Ending December 31, 2006” on its web site (www.tsainc.com) to be used in connection with meetings with investors that management expects to have from time to time. A copy of the presentation materials is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The foregoing information (including the exhibit hereto) is being furnished under “Item 7.01—Regulation FD Disclosure.” Such information (including the exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The filing of this Report and the furnishing of this information pursuant to Item 7.01 do not mean that such information is material or that disclosure of such information is required.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 — Investor Presentation dated June 2007.

2

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.

/s/ Dennis P. Byrnes

Dennis P. Byrnes

Senior Vice President and General Counsel

Date: June 29, 2007

3

EXHIBIT INDEX

Exhibit No.		Exhibit Description
Exhibit 99.1	—	Investor Presentation dated June 2007.

EX-99.1

©

2007 Transaction Systems Architects, Inc.

Transaction Systems Architects, Inc.

Summary of Key Points from Form 10-Q for Period

Ending December 31, 2006

June 2007

Exhibit 99.1

©

2007 Transaction Systems Architects, Inc.

Private Securities Litigation Reform Act of 1995

Safe Harbor For Forward-Looking Statements

This presentation contains forward-looking statements based on current expectations that

involve a number of risks and uncertainties.  The forward-looking statements are made

pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. A

discussion of these forward-looking statements and risk factors is set forth at the end of this

presentation. The Company assumes no obligation to update any forward-looking statement in

this presentation.

©

2007 Transaction Systems Architects, Inc.

General Remarks

•

Revenue and earnings per share in line with

preliminary results issued March 1, 2007

•

Company will move to a calendar year fiscal

year beginning in 2008

–

Current guidance is based on calendar year 2007

•

Company’s share repurchase authorization has

been increased to $210 million

–

Approximately $133 million available as of December

31, 2006

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2007 Transaction Systems Architects, Inc.

Cash Flow

•

GAAP cash flow from operations for December quarter

was ($611) thousand –

cash flow was adversely affected

by the following one-time items:

–

Settlement of class action lawsuit -

$8.5 million

–

P&H-related compensation charges -

$9.4 million

•

Capital expenditures were $5.1 million in the quarter –

higher than historical run rate primarily due to the timing

of infrastructure investments in Europe and Romania

•

Effective with calendar year 2007, we provide guidance

and results for Operating Free Cash Flow, defined as net

cash from operations adjusted for one-time items, minus

capital expenditures

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2007 Transaction Systems Architects, Inc.

Backlog

•

60-month backlog was adversely affected by

approximately $20 million due to cancellation of

a facilities management contract, effective

November 30, 2007

–

60-month backlog increased $7 million sequentially

before reflecting the impact of cancelled facilities

management contract

•

12-month backlog increased $4 million

sequentially

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2007 Transaction Systems Architects, Inc.

Revenue and Expense

•

Revenue increased $8.2 million primarily from

the eps AG and P&H Solutions acquisitions

–

P&H Solutions -

$7.4 million

–

eps AG -

$2.1 million

•

Operating expenses increased $17.8 million,

primarily due to acquisitions and professional

fees:

–

Acquisitions -

$15.5 million

–

Professional fees and other costs related to stock

options review -

$2.6 million

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2007 Transaction Systems Architects, Inc.

Other Items

•

Other income/expense

–

Interest income decreased $2 million due to lower

outstanding cash balances

–

Interest expense increased $1.4 million due to

borrowing costs (senior revolving credit facility)

•

Effective tax rate for quarter increased to 36%

–

Prior year tax rate of 10.9% was due to release of tax

contingency reserves related to tax audit

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2007 Transaction Systems Architects, Inc.

Forward-Looking Statements

This presentation contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. Generally,

forward-looking

statements

do

not

relate

strictly

to

historical

or

current

facts

and

may

include

words

or

phrases

such

as

the

Company

“believes,”

“

will,”

“expects,”

“looks forward to,”

and words and phrases of similar impact, and include but are not limited to statements regarding amounts estimated in the

12-month and 60-month backlogs, the Company’s revenue and earnings guidance, and the Company’s long-term revenue and earnings growth

objectives. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

.

Any or all of the forward-looking statements may turn out to be wrong. They can be affected by the judgments and estimates underlying such

assumptions

or

by

known

or

unknown

risks

and

uncertainties.

Many

of

these

factors

will

be

important

in

determining

the

Company’s

actual

future

results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those expressed or implied in any

forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements after the date of this

presentation.

All of the foregoing forward-looking statements are expressly qualified by the risk factors discussed in the Company’s filings with the Securities and

Exchange Commission. For a detailed discussion of these risk factors, parties that are relying on the forward-looking statements should review the

Company's filings with the Securities and Exchange Commission, including our Form 10-K filed on May 11, 2007, and our Form 10-Q filed on June 29,

2007 and specifically the section entitled “Factors That May Affect the Company's Future Results or the Market Price of the Company's Common

Stock.”

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2007 Transaction Systems Architects, Inc.

Forward-Looking Statements (continued)

The risks identified in the Company’s filings with the Securities and Exchange Commission include:

•

Risks associated with the restatement of the Company’s financial statements;

•

Risks associated with not having current financial information available and the Company will be limited in its ability to register its

securities for offer and sale until the Company is deemed a current filer with the SEC;

•

Risks associated with the delays in filing its periodic reports, including the need to obtain additional extensions from the lender in the

future in order to comply with the financial reporting requirements of the Company’s bank debt, the failure to do so which could have a

material adverse effect on the Company’s business, liquidity and financial conditions;

•

Risks associated with the delay in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 with the SEC and

any

failure

to

satisfy

other

NASDAQ

listing

requirements

could

cause

the

NASDAQ

to

commence

suspension

or

delisting

procedures

with respect to its common stock;

•

Risks associated the Company’s performance which could be materially adversely affected by a general economic downturn or

lessening demand in the software sector;

•

Risks associated with the complexity of the Company’s software products;

•

Risks inherent in making an estimate of the Company’s backlogs which many not be accurate and may not generate the predicted revenue;

•

Risks associated with tax positions taken by the Company which require substantial judgment and with which taxing authorities may

not agree;

•

Risks associated with consolidation in the financial services industry which may adversely impact the number of customers and the

Company’s revenues in the future;

•

Risks associated with the Company’s stock price which may be volatile;

•

Risks associated with conducting international operations;

•

Risks regarding the Company’s  newly introduced BASE24-eps product which may prove to be unsuccessful in the marketplace;

•

Risks

associated

with

the

Company’s

future

profitability

which

depends

on

demand

for

its

products;

lower

demand

in

the

future

could

adversely affect the Company’s business;

•

Risks

associated

with

the

Company’s

software

products

which

may

contain

undetected

errors

or

other

defects,

which

could

damage

its

reputation with customers, decrease profitability, and expose the Company to liability;

•

Risks

associated

with

future

acquisitions

and

investments

which

could

materially

adversely

affect

the

Company;

•

Risks associated with the Company’s ability to protect its intellectual property and technology and may be subject to increasing litigation

over its intellectual property rights;

•

Risks associated with the Company’s restructuring plan which may not achieve expected efficiencies;

•

Risks associated with litigation that could materially adversely affect our business financial condition and/or results of operations;

•

Risks associated with new accounting standards or revised interpretations or guidance regarding existing standards; and

•

Risks associated with the assessment and maintenance of internal controls over the Company’s financial reporting.

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2007 Transaction Systems Architects, Inc.

Forward-Looking Statements (continued)

Backlog Estimates

The Company’s 12-month and 60-month backlog estimates are based on the Company’s judgment about future events which, as described above,

involve a number of risks and uncertainties. The Company estimates backlog using the methodology described in our Form 10-K filed on May 11,

2007

and

our

Form

10-Q

filed

on

June

29,

2007

in

the

section

entitled

“Backlog”

under

Item

2.

–

MANAGEMENT’S

DISCUSSION

AND

ANALYSIS

OF

FINANCIAL

CONDITION

AND

RESULTS

OF

OPERATION

–

and

on

the

Company’s

website

at

www.tsainc.com.

Non-GAAP Financial Measures

This presentation includes non-GAAP information: Operating Free Cash Flow is defined as net cash flow from operating activities adjusted for

selected one-time items minus capital expenditures.  The Company utilizes this non-GAAP financial measure, as an indicator of cash flow available for

debt

repayment

and

other

investing

activities,

such

as

acquisitions.

The

Company

utilizes

operating

free

cash

flow

as

a

further

indicator

of

operating

performance and for planning investing activities.

©

2007 Transaction Systems Architects, Inc.

www.tsainc.com