Form 8-K -- Jorgensen Separation Agreement
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: October 7, 2005
(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
of
incorporation
|
(Commission
File
Number)
|
(I.R.S.
Employer
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:
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
1.01. Entry into a Material Definitive Agreement.
On
October 7, 2005, Transaction Systems Architects, Inc. and its
subsidiaries (collectively referred to as the “Company”), entered into a
Separation Agreement and General Release with Dennis D. Jorgensen (the
“Jorgensen Separation Agreement”), an executive officer of the Company. The
Jorgensen Separation Agreement provides the terms and conditions of Mr.
Jorgensen’s termination of employment with the Company, which will be effective
October 21, 2005. Mr. Jorgensen’s last day of active service with the Company
was October 7, 2005. Pursuant to the Jorgensen Separation Agreement, which
is
attached as Exhibit 10.1 to this Current Report and incorporated herein
by this
reference, the Company will pay Mr. Jorgensen a lump sum severance compensation
payment of $104,000, as well as other compensation, including the payment
of any
bonus due to Mr. Jorgensen under the Company’s 2005 Management Incentive
Compensation Plan and sixty (60) days of outplacement services. Mr. Jorgensen
will be subject, in certain circumstances, to non-competition and
non-solicitation obligations for a period of twelve (12) months from his
termination date and he will continue to be subject to certain confidentiality
obligations.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No.
|
|
Description
|
|
|
|
10.1
|
|
Separation
Agreement and General Release dated October 7, 2005 between Dennis
Jorgensen and Transaction Systems Architects, Inc. and its subsidiaries
|
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:
October
12,
2005
|
By:
|
/s/
Dennis P. Byrnes
|
|
|
Dennis
P. Byrnes
Senior
Vice President
|
EXHIBIT
INDEX
Exhibit
No.
|
|
Description
|
|
|
|
10.1
|
|
Separation
Agreement and General Release dated October 7, 2005 between Dennis
Jorgensen and Transaction Systems Architects, Inc. and its subsidiaries
|