Form 8-K -- Initial Closing -- Acquisition of eps
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: May 31, 2006
(Date
of
earliest event reported)
_________________________
TRANSACTION
SYSTEMS ARCHITECTS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-25346
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47-0772104
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(State
or other jurisdiction
of
incorporation
|
(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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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:
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.01. Completion of Acquisition or Disposition of Assets.
On
May
11, 2006, Transaction Systems Architects, Inc. (the “Company”) entered into a
Share Purchase Agreement (the “Agreement”) with PREIPO Bating- und
Beteiligungsgesellschaft mbH, a limited liability company organized and existing
under the laws of the Federal Republic of Germany (“Preipo”); RP
Vermögensverwaltung GmbH, a limited liability company organized and existing
under the laws of the Federal Republic of Germany (“RP”, and together with
Preipo, the “Main Sellers”); Mr. Christian Jaron, an individual; Mr. Johann
Praschinger, an individual; and eps Electronic Payment Systems AG, a stock
corporation organized and existing under the laws of the Federal Republic of
Germany (“eps”). A copy of the Agreement was previously filed by the
Company on a Form 8-K dated May 16, 2006.
Under
the
terms of the Agreement, the
Company will purchase all of the outstanding shares of common stock of eps
(“eps
Shares”) held by the Main Sellers and all other holders of eps Shares for an
aggregate purchase price of 28.2 million euros, 17.4 million euros of which
is
payable in cash, with the balance payable through the issuance of 330,827 shares
of the Company’s common stock.
In
accordance with the terms of the Agreement, an initial closing (the “Initial
Closing”) took place on May 31, 2006, pursuant to which approximately 83% of the
eps Shares were purchased. The Main Sellers sold approximately 51% of the
eps Shares and shareholders holding, in the aggregate, an additional 32%
of the
eps Shares sold their shares at the Initial Closing. The Agreement
contemplates a subsequent closing on or about October 31, 2006 pursuant to
which
the balance, approximately 17%, of the eps Shares will be purchased by the
Company. On May 31, 2006, the Company issued a press release announcing
the completion of the Initial Closing. A copy of this press release is
attached hereto as Exhibit 99.1.
Item
7.01. Regulation FD Disclosure.
Also
included in the May 31, 2006 press release was an announcement that the
Company’s Board of Directors has approved an increase of $30 million to the
Company’s current stock repurchase program, bringing the total of the approved
plan to $110 million.
Item
9.01. Financial Statements and Exhibits.
Exhibit
99.1 -- Press Release dated May 31, 2006.
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.
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TRANSACTION
SYSTEMS ARCHITECTS, INC.
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Date:
May
31, 2006
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By:
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/s/
Dennis P. Byrnes
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Dennis
P. Byrnes
Senior
Vice President
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
Release dated May 31, 2006.
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