As filed with the Securities and Exchange Commission on June 11, 2008.

 

Registration No. 333-113550

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2

TO

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

ACI WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

 

 

ACI Worldwide, Inc.
1999 Employee Stock Purchase Plan
(Full title of the plan)

 

Dennis P. Byrnes, Esq.

Senior Vice President, General Counsel and Secretary

ACI Worldwide, Inc.

224 South 108th Avenue

Omaha, Nebraska  68154

(402) 334-5101

(Name, address, telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 2 is being filed to file an updated Exhibit 3.1, Exhibit 4.1 and Exhibit 23 to the Registration Statements (as defined in Part II below).  The updated Exhibit 4.1 reflects an amendment to the ACI Worldwide, Inc. 1999 Employee Stock Purchase Plan (the “Plan”) adopted by the Registrant’s Board of Directors and approved by the stockholders of the Registrant at its 2007 Annual Meeting of Stockholders to extend the term of the Plan.  The term of the amended Plan commences May 1, 2008 and will continue until April 30, 2018, subject to earlier termination by the Board.  The Plan also reflects the change in Registrant’s name from “Transaction Systems Architects, Inc.” to “ACI Worldwide, Inc.” approved by the Registrant’s stockholders at its 2007 Annual Meeting of Stockholders.

 

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PART II

 

Part II of the Registration Statements (No. 333-73027, No. 333-59630 and No. 333-113550) on Form S-8, filed by the Registrant with the Securities and Exchange Commission on February 26, 1999, April 27, 2001 and March 12, 2004, respectively (collectively, the “Registration Statements”), are hereby amended by adding the following amended exhibits.

 

Item 8	Exhibits
	3.1		Amended and Restated Certificate of Incorporation of Registrant (filed on July 30, 2007 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K and incorporated herein by reference)
	4.1 *		ACI Worldwide, Inc. 1999 Employee Stock Purchase Plan, as amended February 20, 2001, March 9, 2004, March 8, 2005 and July 24, 2007
	23 *		Consent of Independent Registered Public Accounting Firm

 

*   Filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 2 to the Form S-8 Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on June 11, 2008.

 

	ACI WORLDWIDE, INC.
	By:	/s/ Philip G. Heasley
		Philip G. Heasley
		President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Form S-8 Registration Statements has been signed below by the following persons in the capacities indicated on date indicated.

 

Signature		Title		Date
/s/ Philip G. Heasley				June 11, 2008
Philip G. Heasley		President, Chief Executive Officer and Director
		(Principal Executive Officer)
/s/ Scott W. Behrens
Scott W. Behrens		Vice President, Chief Accounting Officer and Controller		June 11, 2008
		(Principal Financial Officer and Principal Accounting Officer)
/s/ Harlan F. Seymour
Harlan F. Seymour		Chairman of the Board and Director		June 11, 2008
/s/ Alfred R. Berkeley, III
Alfred R. Berkeley, III		Director		June 11, 2008
/s/ John D. Curtis
John D. Curtis		Director		June 11, 2008
/s/ John M. Shay, Jr.
John M. Shay, Jr.		Director		June 11, 2008
/s/ John E. Stokely
John E. Stokely		Director		June 11, 2008
/s/ Jan H. Suwinski
Jan H. Suwinski		Director		June 11, 2008

 

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EXHIBIT INDEX

 

3.1		Amended and Restated Certificate of Incorporation of Registrant (filed on July 30, 2007 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K and incorporated herein by reference)
4.1 *		ACI Worldwide, Inc. 1999 Employee Stock Purchase Plan, as amended February 20, 2001, March 9, 2004, March 8, 2005 and July 24, 2007
23 *		Consent of Independent Registered Public Accounting Firm

 

*

Filed herewith.

 

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