Form 8-KA -- Fifth Derkacht Agreement and Bylaws Update
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report: December 21, 2005
(Date
of earliest event reported)
_________________________
TRANSACTION
SYSTEMS ARCHITECTS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
0-25346
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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/A filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
r
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
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
December 21, 2005, the Company entered into a Fifth Amended and Restated
Employment Agreement (the “Employment Agreement”) with Gregory D. Derkacht. The
Employment Agreement amends and restates the Fourth Amended and Restated
Employment Agreement dated August 5, 2005 (the “Original Agreement”). Pursuant
to the Employment Agreement, the Company will pay Mr. Derkacht a base salary
at
the rate of $360,000 per year through December 31, 2005. Thereafter, through
the
remaining term of the Employment Agreement, the Company shall have no obligation
to pay Mr. Derkacht a base salary. The term of the Employment Agreement expires
February 28, 2006. All other terms of the Employment Agreement and exhibits
thereto are substantially the same as set forth in the Original Agreement.
Item
5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
December 21, 2005, the Company amended its Amended and Restated Bylaws to
add provisions providing the following:
(a)
that
the stockholders of the Company may take corporate action without a meeting
if a
written consent(s) signed by holders of outstanding stock of the Company having
not less than the minimum number of votes that would be necessary to authorize
or take such corporate action at a meeting of the stockholders is delivered
to
the Company;
(b) no
corporate action taken by written consent without a meeting shall be effective
until the inspector(s) of election appointed by the Company’s Board of Directors
certifies that the written consent(s) delivered to the Company represent the
minimum number of votes that would be necessary to authorize or take such
corporate action at a meeting; and
(c) any
stockholder seeking to act by written consent shall submit to the Company a
written request for the Board of Directors to fix a record date in order for
the
Company to determine the stockholders entitled to consent to such corporate
action without a meeting, and that the Board of Directors must adopt a
resolution fixing the record date within 10 days of the date on which the
request is received.
A
copy of the Company’s Amended and Restated Bylaws is being filed as Exhibit 3.1
to this Current Report on Form 8-K/A and is incorporated herein by reference
in
its entirety.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No.
|
|
Description
|
|
|
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3.1
|
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Amended
and Restated Bylaws of the Company, as amended December 21, 2005
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10.1
|
|
Fifth
Amended and Restated Employment Agreement dated as of December 21,
2005
between Transaction Systems Architects, Inc. and Gregory D. Derkacht
(with
exhibits)
|
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:
December
22,
2005
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By:
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/s/
Dennis P. Byrnes
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|
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Dennis
P. Byrnes
Senior
Vice President
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EXHIBIT
INDEX
Exhibit
No.
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|
Description
|
|
|
|
3.1
|
|
Amended
and Restated Bylaws of the Company, as amended December 21, 2005
|
10.1
|
|
Fifth
Amended and Restated Employment Agreement dated as of December 21,
2005
between Transaction Systems Architects, Inc. and Gregory D. Derkacht
(with
exhibits)
|