Form 8-K -- David Morem Agreements
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: August 10, 2005
(Date
of earliest event reported)
_________________________
TRANSACTION
SYSTEMS ARCHITECTS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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0-25346
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47-0772104
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(State
or other jurisdiction
of
incorporation
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(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
1.01. Entry into a Material Definitive Agreement.
On
August 10, 2005, the Company's Board of Directors appointed David N. Morem
as an
executive officer of the Company. The Company then entered into a Severance
Compensation Agreement (Change in Control) with Mr. Morem (the “Morem
Agreement”), which generally provides that if there is a “change in control” of
the Company (as defined in the Morem Agreement, the form of which is filed
as
Exhibit 10.1 to this Current Report and incorporated herein by reference to
Exhibit 10.16 to the Company’s annual report on Form 10-K for the fiscal year
ended September 30, 2003) and Mr. Morem’s employment with the Company is
subsequently terminated within two years after the change in control, other
than
as a result of death, retirement, termination by the Company for cause or Mr.
Morem’s decision to terminate employment other than for good reason, Mr. Morem
will be entitled to receive from the Company certain payments and benefits.
These
payments and benefits include (i) a lump-sum payment (the “Lump-Sum Payment”)
equal to one times Mr. Morem’s average fiscal-year compensation (generally,
compensation included in Mr. Morem’s gross income without regard to any deferral
election, but excluding amounts realized on the exercise of non-qualified stock
options, from the sale of stock acquired under an incentive stock option or
under an employee stock purchase plan) for the two most recent fiscal years
of
the Company ending prior to the date of termination; (ii) earned but unpaid
base
salary through the date of termination; (iii) a quarterly incentive award for
the current fiscal quarter prorated through the date of termination equal to
the
greater of the quarterly incentive award made to Mr. Morem for the most recent
fiscal quarter ending prior to the date of termination or the average quarterly
incentive award made to Mr. Morem for the most recent three fiscal years ending
prior to the date of termination; (iv) interest on the amounts described in
(i),
(ii) and (iii); and (v) unless Mr. Morem’s termination of employment is the
result of Mr. Morem’s disability, continued participation at the Company’s cost
in employee benefit plans available to Company employees generally in which
Mr.
Morem was participating, until the earlier of receiving equivalent benefits
from
a subsequent employer, or one year from the date of termination. The Lump-Sum
Payment will not be less than one times Mr. Morem’s annual rate of base salary
at the higher of the annual rate in effect (i) immediately prior to the date
of
termination or (ii) on the date six months prior to the date of termination.
Under
the Morem Agreement, in the event of a change in control, unvested awards,
units
and benefits (other than stock options or awards of securities) allocated to
Mr.
Morem under incentive plans shall fully vest and become payable in cash. The
Morem Agreement also provides that in the event any payment by the Company
would
be subject to the excise tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended, or any interest or penalties are incurred by Mr.
Morem
with respect to such excise tax, then Mr. Morem will be entitled to an
additional payment in an amount such that, after payment by Mr. Morem of all
taxes, he is in the same after-tax position as if no excise tax had been
imposed. The Morem Agreement provides that it will terminate upon the earlier
of
(i) termination of Mr. Morem’s employment for any reason prior to a change in
control, and (ii) three years after the date of a change in control.
On
August 10, 2005, Mr. Morem also entered into the Company’s standard
Indemnification Agreement for executive officers, the form of which is filed
as
Exhibit 10.2 to this Current Report and incorporated herein by reference to
Exhibit 10.17 to the Company’s annual report on Form 10-K for the fiscal year
ended September 30, 2003.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits
Exhibit
No.
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Description
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10.1
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Severance
Compensation Agreement (Change in Control) dated August 10, 2005
between
David N. Morem and the Company (the form of which is filed as Exhibit
10.16 to the Company’s annual report on Form 10-K for the fiscal year
ended September 30, 2003 and incorporated herein by
reference).
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10.2
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Indemnification
Agreement dated August 10, 2005 between David N. Morem and the Company
(the form of which is filed as Exhibit 10.17 to the Company’s annual
report on Form 10-K for the fiscal year ended September 30, 2003
and
incorporated herein by
reference).
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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:
August
15,
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
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10.1
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Severance
Compensation Agreement (Change in Control) dated August 10, 2005
between
David N. Morem and the Company (the form of which is filed as Exhibit
10.16 to the Company’s Form 10-K for the fiscal year ended September 30,
2003 and incorporated herein by reference).
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10.2
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Indemnification
Agreement dated August 10, 2005 between David N. Morem and the Company
(the form of which is filed as Exhibit 10.17 to the Company’s Form 10-K
for the fiscal year ended September 30, 2003 and incorporated herein
by
reference).
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