Form 8-K -- Election of John M. Shay, Jr. to Board of Directors
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 23, 2006
(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
5.02. Departure, Election, or Appointment of Directors or
Officers.
On
May
23, 2006, the Board of Directors (the “Board”) of Transaction Systems
Architects, Inc. (the “Company”) increased the number of directors from six to
seven and elected John M. Shay, Jr. to serve as an independent director.
Mr.
Shay will serve until the 2007 Annual Meeting of Stockholders and thereafter,
until his successor is duly elected and qualified. Mr. Shay will also serve
as a
member of the Board’s audit committee.
Mr.
Shay,
a certified public accountant, retired from Ernst & Young, a Big 4
accounting firm offering audit, business advisory and tax services, in
March
2006. Mr. Shay’s employment with Ernst & Young included service as the
director of audit as well as managing partner of the New Orleans office,
and as
a leader in their audit quality review program. Mr. Shay joined Ernst &
Young in 1972 and was admitted to the partnership in 1984. Mr. Shay also
served
as an adjunct auditing professor in the graduate business program at Tulane
University for ten years, resigning last year. Mr. Shay is 58 years
old.
There
is
no agreement or understanding between Mr. Shay and any other person pursuant
to
which Mr. Shay was appointed to the Board. For a director to be considered
independent, the Board must determine that the director does not have any direct
or indirect material relationship with the Company. The Board has established
guidelines to assist it in determining director independence which conform
to
the independence requirements in the National Association of Securities Dealers
listing standards. Mr. Shay is not a party to any transaction, or
series of transactions, required to be disclosed pursuant to Item
404(a) of Regulation S-K.
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.
|
|
Date:
May
30, 2006
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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,
General
Counsel and Secretary
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