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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to TNS, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 11, 2014 |
TNS / TNS, Inc. / AQR CAPITAL MANAGEMENT LLC Passive Investment SC 13G/A 1 tnsa120714.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| March 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-32033 TNS, Inc. (Exact name of registrant as specified in its charter) |
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| February 19, 2013 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 4, 2013, pursuant to the provisions of Rule 12d2-2 (a). |
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| February 15, 2013 |
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 (Date of earliest event reported): February 15, 2013 TNS, Inc. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation) |
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| February 15, 2013 |
S-8 POS 1 a13-51811s8pos.htm S-8 POS Registration Nos. 333-113762 333-133459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933 TNS, INC. (Exact name of registrant as specified in its charter) Delaware 36-4430020 (State or other jurisdiction of incorporation or organization) (I. |
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| February 15, 2013 |
TNS Inc. Announces Completion of Acquisition EX-99.1 2 a13-51781ex99d1.htm EX-99.1 Exhibit 99.1 TNS Inc. Announces Completion of Acquisition Reston, VA — February 15, 2013 — TNS Inc. (“TNS”) (NYSE: TNS) today announced the completion of its acquisition by an investor group led by Siris Capital Group, LLC (“Siris”). Under the terms of the transaction, which was initially announced on December 11, 2012, Siris agreed to acquire TNS for $21.00 p |
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| February 14, 2013 |
TNS / TNS, Inc. / PAULSON & CO. INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TNS, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 872960109 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 14, 2013 |
TNS / TNS, Inc. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| February 14, 2013 |
TNS / TNS, Inc. / STADIUM CAPITAL MANAGEMENT LLC - TNS - SCHED 13G AMD 3 Passive Investment SC 13G/A 1 tns13gamd3.htm TNS - SCHED 13G AMD 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 12, 2013 |
TNS / TNS, Inc. / VANGUARD GROUP INC Passive Investment tnsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: TNS Inc Title of Class of Securities: Common Stock CUSIP Number: 872960109 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the rule |
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| February 11, 2013 |
DEFA14A 1 a13-48631defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confiden |
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| January 22, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a |
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| January 11, 2013 |
DEFM14A 1 a2212403zdefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| January 10, 2013 |
TNS / TNS, Inc. / FEDERATED HERMES, INC. Passive Investment SC 13G/A 1 form.htm OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response . . . . . . 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* TNS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 872960109 (CUSIP Number) December 31, 2012 |
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| December 31, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: ý Preliminary Proxy Statement o Confidential, for Use of the Commission Only ( |
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| December 11, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K 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 (Date of earliest event reported): December 11, 2012 TNS, INC. (Exact Name of Registrant as Specified in the Charter) Delaware 1-32033 36-4430020 (State or other jurisdiction of incorporation or organization) (Commissi |
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| December 11, 2012 |
EX-99.3 5 a12-289871ex99d3.htm EX-99.3 Exhibit 99.3 December 11, 2012 To All TNS Employees, Today, the company announced that TNS has signed a definitive agreement to be acquired by an investor group led by Siris Capital Group (“Siris”), a private equity firm focused on technology and telecommunications, for approximately $862 million. Under the agreement, all of the outstanding common shares of T |
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| December 11, 2012 |
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 (Date of earliest event reported): December 11, 2012 TNS, INC. (Exact Name of Registrant as Specified in the Charter) Delaware 1-32033 36-4430020 (State or other jurisdiction of incorporation or organization) (Commissi |
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| December 11, 2012 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among TRIDENT PRIVATE HOLDINGS I, LLC, TRIDENT PRIVATE ACQUISITION CORP. and TNS, INC. Dated as of December 11, 2012 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Certificate of Incorporation; Bylaws 2 Section 1.6 Direct |
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| December 11, 2012 |
TNS, Inc. to be Acquired by an Affiliate of Siris Capital Group for $21.00 Per Share EX-99.1 3 a12-289871ex99d1.htm EX-99.1 Exhibit 99.1 TNS, Inc. to be Acquired by an Affiliate of Siris Capital Group for $21.00 Per Share RESTON, VA— December 11, 2012 — TNS, Inc. (“TNS” or the “Company”) (NYSE: TNS), a leading global provider of data communications and interoperability solutions, today announced that it has entered into a definitive merger agreement to be acquired by an investor g |
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| December 11, 2012 |
Exhibit 99.3 December 11, 2012 To All TNS Employees, Today, the company announced that TNS has signed a definitive agreement to be acquired by an investor group led by Siris Capital Group (“Siris”), a private equity firm focused on technology and telecommunications, for approximately $862 million. Under the agreement, all of the outstanding common shares of TNS will be acquired for $21.00 per shar |
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| December 11, 2012 |
TNS/Siris Transaction Questions & Answers Exhibit 99.2 December 11, 2012 TNS/Siris Transaction Questions & Answers General 1. How did TNSs Board of Directors come to a view that this is good value for stockholders? The Special Committee of TNS’ Board of Directors conducted a thorough process in evaluating this potential transaction. The Board of Directors, acting upon the recommendation of the Special Committee after receiving advice from |
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| December 11, 2012 |
TNS/Siris Transaction Questions & Answers Exhibit 99.2 December 11, 2012 TNS/Siris Transaction Questions & Answers General 1. How did TNSs Board of Directors come to a view that this is good value for stockholders? The Special Committee of TNS’ Board of Directors conducted a thorough process in evaluating this potential transaction. The Board of Directors, acting upon the recommendation of the Special Committee after receiving advice from |
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| December 11, 2012 |
EX-99.4 6 a12-289871ex99d4.htm EX-99.4 Exhibit 99.4 December 11, 2012 Today, we announced that TNS has signed a definitive agreement to be acquired by an investor group led by Siris Capital Group (“Siris”), a private equity firm focused on technology and telecommunications. Siris will acquire all of the outstanding common shares of TNS for $21.00 per share. Upon completion of the acquisition, TNS |
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| December 11, 2012 |
EX-2.1 2 a12-289871ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER among TRIDENT PRIVATE HOLDINGS I, LLC, TRIDENT PRIVATE ACQUISITION CORP. and TNS, INC. Dated as of December 11, 2012 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Closing 1 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 2 Section 1.5 Certificate of Incorp |
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| December 11, 2012 |
TNS, Inc. to be Acquired by an Affiliate of Siris Capital Group for $21.00 Per Share Exhibit 99.1 TNS, Inc. to be Acquired by an Affiliate of Siris Capital Group for $21.00 Per Share RESTON, VA— December 11, 2012 — TNS, Inc. (“TNS” or the “Company”) (NYSE: TNS), a leading global provider of data communications and interoperability solutions, today announced that it has entered into a definitive merger agreement to be acquired by an investor group led by Siris Capital Group (“Siris |
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| December 11, 2012 |
Exhibit 99.4 December 11, 2012 Today, we announced that TNS has signed a definitive agreement to be acquired by an investor group led by Siris Capital Group (“Siris”), a private equity firm focused on technology and telecommunications. Siris will acquire all of the outstanding common shares of TNS for $21.00 per share. Upon completion of the acquisition, TNS will become a private company, wholly o |
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| November 9, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 7, 2012 |
Third Quarter 2012 Earnings Supplemental Information TNS, Inc. Exhibit 99.2 Third Quarter 2012 Earnings Supplemental Information TNS, Inc. Forward Looking Statements 2 The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject t |
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| November 7, 2012 |
EX-99.1 2 a12-263931ex99d1.htm EX-99.1 Exhibit 99.1 Press Release TNS, Inc. Announces Third Quarter 2012 Financial Results - Q3 Revenues of $137.2 Million; GAAP Net Income of $0.12 per Share - Q3 Adjusted Earnings of $0.61 per Share - 2012 Outlook Narrowed to Upper End of Previous Range RESTON, Va. — November 7, 2012 — TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective |
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| November 7, 2012 |
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 November 7, 2012 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or |
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| August 8, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 1, 2012 |
Exhibit 99.1 Press Release TNS, Inc. Announces Second Quarter 2012 Financial Results · Q2 Revenues of $136.9 Million; GAAP Net Income of $0.09 per Share · Q2 Adjusted Earnings of $0.54 per Share · Updated 2012 Outlook of $540 - $550 Million in Revenue and $2.17 – $2.32 in Adjusted Earnings per Share · Aligning Management Structure with the Transition to Growth Services · Board of Directors Authori |
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| August 1, 2012 |
Second Quarter 2012 Earnings Supplemental Information TNS, Inc. Exhibit 99.2 Second Quarter 2012 Earnings Supplemental Information TNS, Inc. Forward Looking Statements 2 The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject |
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| August 1, 2012 |
8-K 1 a12-1739018k.htm 8-K 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 August 1, 2012 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Emp |
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| August 1, 2012 |
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 July 25, 2012 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or or |
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| May 23, 2012 |
Submission of Matters to a Vote of Security Holders - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 17, 2012 TNS, INC. |
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| May 4, 2012 |
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT Exhibit 10.8 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (“Amendment”) is an amendment to the Employment Agreement, dated August 2, 2007 (the “Agreement”) between Transaction Network Services, Inc. (“Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and Mark Cole (“Executive”), on the other hand, |
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| May 4, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 4, 2012 |
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT Exhibit 10.7 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (“Amendment”) is an amendment to the Employment Agreement, dated January 8, 2007 (the “Agreement”) between Transaction Network Services, Inc. (“Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and James T. McLaughlin (“Executive”), on the |
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| May 1, 2012 |
Exhibit 99.1 Press Release TNS, Inc. Announces First Quarter 2012 Financial Results - Q1 Revenues of $138.8 Million; GAAP Loss of $0.16 per Share - Q1 Adjusted Earnings of $0.51 per Share - Updated 2012 Outlook of $572 - $584 Million in Revenue and $2.41 — $2.55 in Adjusted Earnings per Share RESTON, Va. — May 1, 2012 — TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective |
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| May 1, 2012 |
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 May 1, 2012 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or orga |
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| May 1, 2012 |
First Quarter 2012 Earnings Supplemental Information TNS, Inc. Exhibit 99.2 First Quarter 2012 Earnings Supplemental Information TNS, Inc. Forward Looking Statements 2 The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject t |
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| April 20, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 14, 2012 |
Use these links to rapidly review the document TABLE OF CONTENT Item 8. Financial Statements and Supplementary Data Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| March 14, 2012 |
EX-21.1 2 a2207686zex-211.htm EX-21.1 QuickLinks - Click here to rapidly navigate through this document EXHIBIT 21.1 SUBSIDIARIES Name of Subsidiary Place of Incorporation Transaction Network Services, Inc. State of Delaware TNS DataLink, Inc. Delaware TNS International Holdings LLC Delaware TNS Transline, LLC Delaware TNS Payment Solutions, Inc. Delaware PosLink, Inc. Delaware TNS International H |
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| March 6, 2012 |
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT Exhibit 10.4 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (“Amendment”) is an amendment to the Employment Agreement, dated August 2, 2007 (the “Agreement”) between Transaction Network Services, Inc. (“Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and Dennis L. Randolph (“Executive”), on the ot |
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| March 6, 2012 |
TNS, INC. EXECUTIVE SEVERANCE BENEFIT PLAN Exhibit 10.1 TNS, INC. EXECUTIVE SEVERANCE BENEFIT PLAN 1. INTRODUCTION. This TNS, Inc. Executive Severance Benefit Plan (“Plan”) was approved by the Board of Directors of TNS, Inc. (“Parent”) on March 1, 2012 (“Effective Date”). Transaction Network Services, Inc. is a wholly-owned subsidiary of Parent (Parent and Transaction Network Services, Inc., collectively, are referred to as the “Company”). |
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| March 6, 2012 |
Fourth Quarter 2011 Earnings Supplemental Information TNS, Inc. Exhibit 99.2 Fourth Quarter 2011 Earnings Supplemental Information TNS, Inc. Forward Looking Statements 2 The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject |
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| March 6, 2012 |
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT EX-10.3 4 a12-65551ex10d3.htm EX-10.3 Exhibit 10.3 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (“Amendment”) is an amendment to the Employment Agreement, dated March 10, 2006 (the “Agreement”) between Transaction Network Services, Inc. (“Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and Micha |
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| March 6, 2012 |
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 March 6, 2012 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or or |
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| March 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 29, 2012 TNS, INC. |
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| March 6, 2012 |
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Exhibit 10.5 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (“Amendment”) is an amendment to the Employment Agreement, dated November 29, 2010 (the “Agreement”) between Transaction Network Services, Inc. (“Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and Daniel P. Dooley III (“Executive”), on t |
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| March 6, 2012 |
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT Exhibit 10.2 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (“Amendment”) is an amendment to the Employment Agreement, dated March 10, 2006 (the “Agreement”) between Transaction Network Services, Inc. (“Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and Henry H. Graham, Jr. (“Executive”), on the |
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| March 6, 2012 |
Exhibit 99.1 Press Release TNS, Inc. Announces Fourth Quarter 2011 Financial Results · Q4 Revenues of $140.3 Million; GAAP Income of $0.55 per Share · Q4 Adjusted Earnings of $0.68 per Share · 2012 Outlook of $574 - $586 Million in Revenue and $2.39 — $2.55 in Adjusted Earnings per Share Michael Q. Keegan, Chief Operating Officer, named President and COO of TNS RESTON, Va. — March 6, 2012 — TNS, I |
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| February 13, 2012 |
TNS / TNS, Inc. / STADIUM CAPITAL MANAGEMENT LLC - TNS, INC. SCHED 13G AMD 2 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| February 9, 2012 |
TNS / TNS, Inc. / FEDERATED HERMES, INC. Passive Investment OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response . |
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| February 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 6, 2012 (February 3, 2012) TNS, INC. |
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| February 6, 2012 |
Exhibit 99.1 Press Release TNS, Inc. Closes New Credit Facility RESTON, Va. — February 6, 2012— TNS, Inc. (“TNS”) (NYSE: TNS) announced today that it has completed a refinancing of its existing senior secured credit facilities. The new senior secured credit facilities are comprised of a fully funded $350 million five-year term loan and a $100 million, five-year revolving credit facility, under whi |
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| February 6, 2012 |
EX-10.1 2 a12-42631ex10d1.htm EX-10.1 Exhibit 10.1 CREDIT AGREEMENT DATED AS OF FEBRUARY 3, 2012 by and among TRANSACTION NETWORK SERVICES, INC., as Borrower, TNS, INC., as a Credit Party, SUNTRUST BANK, as Agent, Swing Line Lender, L/C Issuer and a Lender, BANK OF AMERICA, N.A., as Syndication Agent, JPMORGAN CHASE BANK, N.A., as Documentation Agent THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO, |
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| November 7, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 1, 2011 |
Third Quarter 2011 Earnings Supplemental Information TNS, Inc. Exhibit 99.2 Third Quarter 2011 Earnings Supplemental Information TNS, Inc. Forward Looking Statements 2 The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject t |
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| November 1, 2011 |
Exhibit 99.1 Press Release TNS, Inc. Announces Third Quarter 2011 Financial Results ? Q3 Revenues of $142.7 Million; GAAP Income of $0.06 per Share ? Q3 Adjusted Earnings of $0.61 per Share RESTON, Va. ? November 1, 2011 ? TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective data communications services for transaction-oriented applications, today reported its third quart |
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| November 1, 2011 |
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 November 1, 2011 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or |
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| August 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 2, 2011 |
Second Quarter 2011 Earnings Supplemental Information TNS, Inc. Exhibit 99.2 Second Quarter 2011 Earnings Supplemental Information TNS, Inc. Forward Looking Statements 2 The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject |
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| August 2, 2011 |
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 August 1, 2011 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or o |
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| August 2, 2011 |
Exhibit 99.1 Press Release TNS, Inc. Announces Second Quarter 2011 Financial Results · Q2 Revenues of $142.3 Million; GAAP Income of $0.04 per Share · Q2 Adjusted Earnings of $0.52 per Share · Raising Lower End of 2011 Outlook Range RESTON, Va. — August 1, 2011 — TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective data communications services for transaction-oriented app |
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| July 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CUSIP No. 872960109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) July 1, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| May 20, 2011 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 18, 2011 TNS, INC. |
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| May 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 6, 2011 |
Exhibit 10.23 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT dated as of November 29, 2010 (?Agreement?), is by and between Transaction Network Services, Inc., a Delaware corporation (the ?Company?), and its parent, TNS, Inc., a Delaware corporation (?Parent?), on the one hand (collectively, ?TNS?), and Daniel P. Dooley III (?Executive?), on the other hand. (The Company, Parent and Executive will |
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| May 2, 2011 |
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 May 2, 2011 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or orga |
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| May 2, 2011 |
Exhibit 99.1 Press Release TNS, Inc. Announces First Quarter 2011 Financial Results ? Q1 Revenues of $134 Million; GAAP Income of $0.03 per Share ? Q1 Adjusted Earnings Excluding Pre-Tax Charges of $0.43 per Share ? Affirms 2011 Outlook RESTON, Va. ? May 2, 2011 ? TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective data communications services for transaction-oriented ap |
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| May 2, 2011 |
First Quarter 2011 Earnings TNS, Inc. Supplemental Information Exhibit 99.2 First Quarter 2011 Earnings TNS, Inc. Supplemental Information Forward Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject to |
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| April 15, 2011 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 16, 2011 |
QuickLinks - Click here to rapidly navigate through this document EXHIBIT 21.1 SUBSIDIARIES Name of Subsidiary Place of Incorporation Transaction Network Services, Inc. State of Delaware TNS DataLink, Inc. Delaware TNS International Holdings LLC Delaware TNS International Holdings LP Bermuda Transaction Network Services Limited Ireland Transaction Network Services GMbH Germany TNS Switchtran Limit |
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| March 16, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-32033 TNS, INC. |
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| March 10, 2011 |
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the ?Amendment?) to the Employment Agreement dated January 8, 2007 (the ?Agreement?) is by and between Transaction Network Services, Inc. (the ?Company?), a Delaware corporation, and its parent, TNS, Inc. (?Parent?), a Delaware corporation, on the one hand (collectively, ?TNS?), and James McLaughlin (?Executive?), on the ot |
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| March 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 8, 2011 TNS, INC. |
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| March 10, 2011 |
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the “Amendment”) to the Employment Agreement dated August 2, 2007 (the “Agreement”) is by and between Transaction Network Services, Inc. (the “Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and Dennis L. Randolph (“Executive”), on the o |
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| March 9, 2011 |
Exhibit 99.1 March 2011 TNS, Inc. The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject to risks and uncertainties that could cause actual results to differ mat |
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| March 9, 2011 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 March 9, 2011 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or or |
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| February 28, 2011 |
Exhibit 99.1 Press Release TNS, Inc. Announces Fourth Quarter 2010 Financial Results ? Q4 Revenues of $135 Million; GAAP Loss of $0.12 per Share ? Q4 Adjusted Earnings Excluding Pre-Tax Charges of $0.59 per Share ? 2011 Revenue Outlook of $544-$560 Million; Adjusted Earnings per Share Outlook of $2.00 to $2.20 RESTON, Va. ? February 28, 2011 ? TNS, Inc. (NYSE: TNS), a leading provider of business- |
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| February 28, 2011 |
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 February 28, 2011 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation o |
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| February 28, 2011 |
Fourth Quarter 2010 Earnings Supplemental Information TNS, Inc. EX-99.2 3 a11-68831ex99d2.htm EX-99.2 Exhibit 99.2 Fourth Quarter 2010 Earnings Supplemental Information TNS, Inc. Forward Looking Statements 2 The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forec |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response? 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TNS Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 872960109 (CUSIP Number) December 31, 2010** (Date of E |
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| February 9, 2011 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response . |
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| November 9, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 1, 2010 |
Third Quarter 2010 Earnings Supplemental Information Exhibit 99.2 Third Quarter 2010 Earnings Supplemental Information 2 Forward Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject to risks an |
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| November 1, 2010 |
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 November 1, 2010 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or |
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| November 1, 2010 |
Exhibit 99.1 Press Release TNS, Inc. Announces Third Quarter 2010 Financial Results · Q3 Revenues of $131 Million; GAAP EPS of $0.15 · Q3 Adjusted Earnings Excluding Pre-Tax Charges of $0.52 per Share · Updated, Narrowed 2010 EPS Outlook Includes $0.05-$0.06 per Share Cequint Dilution RESTON, Va. – November 1, 2010 –TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective dat |
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| October 5, 2010 |
FIRST AMENDMENT TO CREDIT AGREEMENT Exhibit 10.1 EXECUTION COPY FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 1, 2010 (this “Amendment”), by and among TRANSACTION NETWORK SERVICES, INC., a Delaware corporation (“Borrower”), TNS, INC., a Delaware corporation (“Holdings”), the Lenders which have delivered signature pages in accordance herewith (the “Consenting Lenders”) and SUNTRUST |
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| October 5, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 1, 2010 TNS, INC. |
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| October 5, 2010 |
Exhibit 99.1 Press Release TNS, Inc. Closes Acquisition of Cequint, Inc. RESTON, Va. — October 4, 2010 — TNS, Inc. (NYSE: TNS) a leading provider of critical data communications services for the telecommunications, payments and financial services industries, completed its acquisition of Cequint, Inc., a leader in carrier-grade caller ID products and enhanced services with top US-based mobile opera |
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| September 14, 2010 |
Exhibit 99.1 Press Release TNS, Inc. to Acquire Cequint, Inc. RESTON, Va. — September 8, 2010 — TNS, Inc. (NYSE: TNS) a leading provider of critical data communications services for the telecommunications, payments and financial services industries, has entered into a definitive agreement to acquire Cequint, Inc., a private Seattle-based leader in carrier-grade caller ID products and enhanced serv |
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| September 14, 2010 |
EX-2.1 2 a10-178201ex2d1.htm EX-2.1 Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER BY AND AMONG TNS, INC., THUNDER ACQUISITION CORP., CEQUINT, INC., AND PROJECT THUNDER SHAREHOLDER LIQUIDATING TRUST, AS THE SHAREHOLDER REPRESENTATIVE Dated as of September 8, 2010 TABLE OF CONTENTS Page Article I. DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Terms Defined Elsewhere 11 Article II. |
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| September 14, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 8, 2010 TNS, INC. |
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| August 25, 2010 |
TNS, Inc. 11480 Commerce Park Drive, # 600 Reston, VA 20191 TNS, Inc. 11480 Commerce Park Drive, # 600 Reston, VA 20191 VIA EDGAR August 25, 2010 Mr. Patrick Gilmore Accounting Branch Chief U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: TNS, Inc. Form 10-K for the Fiscal Year Ended December 31, 2009 Filed March 16, 2010 Forms 8-K Filed March 1, 2010 and May 3, 2010 File No. 001-32033 Dear Mr. Gilmore: This letter is in re |
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| August 9, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 2, 2010 |
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 August 2, 2010 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or o |
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| August 2, 2010 |
Exhibit 99.1 Press Release TNS, Inc. Announces Second Quarter 2010 Financial Results · Q2 Revenues of $131 Million; Cash Flow from Operations of $30 Million · Reduced 2010 Outlook Reflects Impacts of Sales Pipeline Conversion, Customer Implementation Delays, Foreign Exchange RESTON, Va. — August 2, 2010 —TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective data communicat |
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| August 2, 2010 |
Second Quarter 2010 Earnings Supplemental Information Exhibit 99.2 Second Quarter 2010 Earnings Supplemental Information 2 Forward Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject to risks a |
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| July 28, 2010 |
Arent Fox LLP 1050 Connecticut Ave., NW Washington, DC 20036 Arent Fox LLP 1050 Connecticut Ave., NW Washington, DC 20036 July 28, 2010 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Courtney Haseley, Esq. Re: TNS, Inc. File No. 001-32033 Dear Ms. Haseley, As we discussed, we represent TNS, Inc. (the ?Company?), and the Company has requested that we contact you to confirm receipt of the staff?s co |
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| June 23, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No 1 10-Q/A 1 a10-12513110qa.htm 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the |
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| May 21, 2010 |
Submission of Matters to a Vote of Security Holders \ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 20, 2010 TNS, INC. |
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| May 20, 2010 |
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the ?Amendment?) to the Employment Agreement dated March 10, 2006 (the ?Agreement?) is by and between Transaction Network Services, Inc. (the ?Company?), a Delaware corporation, and its parent, TNS, Inc. (?Parent?), a Delaware corporation, on the one hand (collectively, ?TNS?), and Michael Q. Keegan (?Executive?), on the ot |
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| May 20, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 18, 2010 TNS, INC. |
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| May 20, 2010 |
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the ?Amendment?) to the Employment Agreement dated March 10, 2006 (the ?Agreement?) is by and between Transaction Network Services, Inc. (the ?Company?), a Delaware corporation, and its parent, TNS, Inc. (?Parent?), a Delaware corporation, on the one hand (collectively, ?TNS?), and Henry H. Graham, Jr. (?Executive?), on the |
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| May 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 3, 2010 |
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 (Date of earliest event reported) May 3, 2010 TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or orga |
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| May 3, 2010 |
Exhibit 99.1 Press Release TNS, Inc. Announces First Quarter 2010 Financial Results - First Quarter Revenues Reach $130 Million; Cash Flow from Operations Reaches $28 Million - Updating 2010 Revenue Outlook Range to $545-$561 Million - Updating 2010 Adjusted Earnings per Share Outlook Range to $2.80-$2.96 RESTON, Va. — May 3, 2010 —TNS, Inc. (NYSE: TNS), a leading provider of business-critical, co |
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| May 3, 2010 |
First Quarter 2010 Earnings Supplemental Information EX-99.2 3 a10-92441ex99d2.htm EX-99.2 Exhibit 99.2 First Quarter 2010 Earnings Supplemental Information 2 Forward Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and as |
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| April 23, 2010 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 16, 2010 |
10-K 1 a2197217z10-k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR o TRANSITION REPORT P |
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| March 10, 2010 |
Exhibit 99.1 TNS, Inc. Investor Presentation March 2010 Henry Graham Dennis Randolph Chief Executive Officer Chief Financial Officer 2 Forward Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current e |
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| March 10, 2010 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 March 10, 2010 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or o |
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| March 1, 2010 |
Fourth Quarter 2009 Earnings Supplemental Information Exhibit 99.2 Fourth Quarter 2009 Earnings Supplemental Information 2 Forward Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject to risks a |
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| March 1, 2010 |
Financial Review: Fourth Quarter 2009 Financial Outlook Conference Call Exhibit 99.1 Press Release TNS, Inc. Announces Fourth Quarter and Full-Year 2009 Financial Results · Fourth Quarter Revenues Reach $138 Million; Cash Flow from Operations Reaches $30 Million · 2009 Revenues Reach $475 Million; Cash Flow from Operations Reaches $105 Million RESTON, Va. — March 1, 2010 —TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective data communication |
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| March 1, 2010 |
8-K 1 a10-483318k.htm 8-K 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 March 1, 2010 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Emplo |
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| February 12, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TNS Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) December 31, 2009** (Date of Event which Require |
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| February 12, 2010 |
Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 11, 2010, is by and among Trafelet Capital Management, L. |
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| February 10, 2010 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response . |
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| February 10, 2010 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response . |
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| December 3, 2009 |
EX-99.1 2 a09-347281ex99d1.htm EX-99.1 Exhibit 99.1 Press Release TNS, Inc. Appoints Thomas E. Wheeler to Board of Directors RESTON, Va. — December 3, 2009 —TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective data communications services for transaction-oriented applications, has appointed Thomas E. “Tom” Wheeler, 63, to its board of directors, increasing the number of b |
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| December 3, 2009 |
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 (Date of earliest event reported): November 30, 2009 TNS, INC. (Exact name of registrant as specified in its charter) Delaware File No. 1-32033 36-4430020 (State or other jurisdiction of incorporation or organization) |
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| November 23, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 19, 2009 TNS, INC. |
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| November 23, 2009 |
Exhibit 99.1 Press Release TNS, Inc. Closes New Credit Facility RESTON, Va. — November 23, 2009 — TNS, Inc. (“TNS”) (NYSE: TNS) announced today that it has completed the refinancing of its existing senior secured credit facilities. The new senior secured credit facilities are comprised of a fully funded $325 million six-year term loan and a $75 million, five-year revolving credit facility of which |
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| November 23, 2009 |
EX-10.1 2 a09-341331ex10d1.htm EX-10.1 Exhibit 10.1 CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2009 by and among TRANSACTION NETWORK SERVICES, INC., as Borrower, TNS, INC., as a Credit Party, SUNTRUST BANK, as Agent, Swing Line Lender, L/C Issuer and a Lender, GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent, BANK OF AMERICA, N.A., as Syndication Agent, and THE OTHER FINANCIAL INSTITUTI |
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| November 9, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 2, 2009 |
Third Quarter 2009 Earnings Supplemental Information Exhibit 99.2 Third Quarter 2009 Earnings Supplemental Information 2 Forward Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject to risks an |
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| November 2, 2009 |
Financial Review: Third Quarter 2009 Outlook: Conference Call Exhibit 99.1 Press Release TNS, Inc. Announces Third Quarter 2009 Financial Results - Q3 Adjusted Earnings Reach $0.65 per Share Excluding $0.05 in Severance Charges - - Generates $34 Million in Cash from Operations, Repays $20 Million in Debt - - Expects to Achieve Annualized Synergies Related to CSG Acquisition of $0.24-$0.30 in Adjusted Earnings per Share - - Updates 2009 Revenue and Adjusted E |
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| November 2, 2009 |
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 (Date of earliest event reported) November 2, 2009 TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or |
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| August 10, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) July 31, 2009 (Date of Event Whi |
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| August 10, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 4, 2009 |
8-K 1 a09-2047418k.htm 8-K 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 August 4, 2009 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Emp |
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| August 4, 2009 |
Second Quarter 2009 Earnings Supplemental Information EX-99.2 3 a09-204741ex99d2.htm EX-99.2 Exhibit 99.2 Second Quarter 2009 Earnings Supplemental Information 2 Forward Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and |
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| August 4, 2009 |
Financial Review: Second Quarter 2009 Outlook: Conference Call Exhibit 99.1 Press Release TNS, Inc. Announces Second Quarter 2009 Financial Results · Q2 Adjusted Earnings Reaches $0.56 Per Share Excluding $0.05 in Acquisition-Related Costs - · Generates $37 Million in Cash from Operations, Repays $20 Million in Debt - · Raises ‘09 Outlook for Higher Operational Expectations and Lower Currency and Depreciation Impacts - RESTON, Va. — August 4, 2009 —TNS, Inc. |
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| July 15, 2009 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 1, 2009 TNS, INC. |
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| July 15, 2009 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The unaudited pro forma condensed consolidated financial statements of TNS, Inc. (?TNS?) are based on the historical financial statements of TNS and the Communications Services Group of VeriSign, Inc. (?CSG?), which have been prepared to illustrate the effect of TNS?s acquisition of CSG and the related financing transacti |
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| July 15, 2009 |
INDEX TO COMMUNICATIONS SERVICES GROUP OF VERISIGN, INC. FINANCIAL STATEMENTS Exhibit 99.1 INDEX TO COMMUNICATIONS SERVICES GROUP OF VERISIGN, INC. FINANCIAL STATEMENTS Page Independent Auditors? Report F-1 Combined Balance Sheets as of December 31, 2008 and 2007 F-2 Combined Statements of Operations for the years ended December 31, 2008, 2007 and 2006 F-3 Combined Statements of Changes in Net Parent Investment for the years ended December 31, 2008, 2007 and 2006 F-4 Combin |
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| May 11, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 5, 2009 |
First Quarter 2009 Earnings Acquisition of Communication Services Group Supplemental Information Exhibit 99.2 First Quarter 2009 Earnings Acquisition of Communication Services Group Supplemental Information 1 Forward Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts |
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| May 5, 2009 |
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 May 5, 2009 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or orga |
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| May 5, 2009 |
Financial Review: First Quarter 2009 Outlook: Conference Call Exhibit 99.1 Press Release TNS, Inc. Announces First Quarter 2009 Financial Results · Q1 Adjusted Earnings Reached $7.3 Million or $0.29 per Share - · 2009 Outlook Updated to Include Communications Services Group Contribution - · CSG Projected to Add $144-148 Million to 2009 Revenue and $0.31-$0.36 to 2009 Adjusted EPS - RESTON, Va. — May 5, 2009 —TNS, Inc. (NYSE: TNS), a leading provider of busin |
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| May 4, 2009 |
Exhibit 99.1 Press Release TNS, Inc. Closes Acquisition of Communications Services Group from VeriSign, Inc. - Completes Transaction Financing of New $230.0 Million Term Loan Facility - RESTON, Va. ? May 4, 2009 ?TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective data communications services for transaction-oriented applications, has closed its acquisition of the Commun |
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| May 4, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 1, 2009 TNS, INC. |
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| May 4, 2009 |
Exhibit 10.1 Execution Copy AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 1, 2009 by and among TRANSACTION NETWORK SERVICES, INC., as Borrower, TNS, INC., as a Credit Party, SUNTRUST BANK, as Agent, Co-Administrative Agent, L/C Issuer and a Lender, GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Administrative Agent and a Lender, BANK OF AMERICA, N.A., as Syndication Agent, and THE OTHER FINAN |
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| April 29, 2009 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response... 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TNS Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) April 8, 2009 (Date of Event which Requires Fi |
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| March 16, 2009 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-32033 TNS, INC. |
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| March 9, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) February 10, 2009 (Date of Event |
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| March 5, 2009 |
Exhibit 2.1 Execution Copy ASSET PURCHASE AGREEMENT BY AND BETWEEN VERISIGN, INC., a Delaware corporation, AND TRANSACTION NETWORK SERVICES, INC., a Delaware corporation DATED AS OF MARCH 2, 2009 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Certain Defined Terms 1 Section 1.02. Other Defined Terms 10 Section 1.03. Interpretation 11 ARTICLE II PURCHASE AND SALE OF ASSETS Section 2.01. |
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| March 5, 2009 |
Other Events, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 2, 2009 TNS, INC. |
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| March 2, 2009 |
Fourth Quarter 2008 Earnings Acquisition of Communication Services Group Supplemental Information Exhibit 99.2 Fourth Quarter 2008 Earnings Acquisition of Communication Services Group Supplemental Information 1 Forward Looking Statements The statements contained in this release that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and |
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| March 2, 2009 |
Financial Review: Fourth Quarter 2008 Outlook: Conference Call Exhibit 99.1 Press Release TNS, Inc. Announces Fourth Quarter and Full Year 2008 Financial Results - Q4 Adjusted Earnings Reached $0.42 per Share, Excluding Pretax Charges - - 2008 Adjusted Earnings Grew 24% to $1.60 per Share, Excluding Pretax Charges - - 2008 EBITDA Before Stock Compensation Expense Grew 19% Excluding Pretax Charges - - 2009 Outlook Calls for Constant Dollar Revenue Growth of 3- |
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| March 2, 2009 |
Fourth Quarter 2008 Results and Conference Call Exhibit 99.3 Press Release TNS, Inc. to Acquire Communication Services Group from VeriSign, Inc. for $230 Million in Cash RESTON, Va. — March 2, 2009 —TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective data communications services for transaction-oriented applications, has entered into a definitive agreement with VeriSign, Inc. (Nasdaq: VRSN) to acquire its Communicatio |
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| March 2, 2009 |
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 March 2, 2009 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or or |
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| February 10, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) December 31, 2008 (Date of Event |
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| November 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) November 4, 2008 (Date of Event Which Requires Fi |
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| November 10, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 3, 2008 |
Financial Review: Third Quarter 2008 Outlook: Conference Call Exhibit 99.1 Press Release – November 3, 2008 TNS, Inc. Announces Third Quarter 2008 Financial Results - Adjusted Earnings Grew 20.5%, Excluding Pretax Charges, to Achieve High End of Outlook - - Q3 Gross Margin Expands 320 Basis Points from Last Year - - EBITDA Before Stock Compensation Expense Grows 13.9% Excluding Pretax Charges - - Full-Year Adjusted Earnings Outlook Moderated Primarily to Ref |
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| November 3, 2008 |
Third Quarter 2008 Earnings Supplemental Information EX-99.2 3 a08-274901ex99d2.htm EX-99.2 Exhibit 99.2 Third Quarter 2008 Earnings Supplemental Information Third Quarter 2008 Supplemental Information Forward-Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are base |
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| November 3, 2008 |
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 November 3, 2008 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or |
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| August 11, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 4, 2008 |
Financial Review: Second Quarter 2008 Outlook: Conference Call Exhibit 99.1 Press Release TNS, Inc. Announces Second Quarter 2008 Financial Results · Second Quarter 2008 Results Achieve High End of Outlook - · Q208 Adjusted Earnings per Share Grew 43% to $0.43 from $0.30 - · Reaffirming 2008 Outlook for 9-11% Revenue Growth - · Increasing Adjusted Earnings Growth Outlook to 21-28% - · Narrowing Adjusted EPS Growth Range to 16-22% - RESTON, Va. – August 4, 200 |
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| August 4, 2008 |
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 August 4, 2008 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or o |
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| August 4, 2008 |
Second Quarter 2008 Earnings Supplemental Information Exhibit 99.2 Second Quarter 2008 Earnings Supplemental Information Second Quarter 2008 Supplemental Information Forward-Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts |
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| July 23, 2008 |
July 23, 2008 VIA EDGAR AND HAND DELIVERY Mr. Mark Kronforst Accounting Branch Chief U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: TNS, Inc. (the “Company”) Form 10-K for fiscal year ended December 31, 2007 filed March 17, 2008 Form 8-K filed May 5, 2008 File No. 001-32033 Dear Mr. Kronforst: This letter is in response to your comment letter received on July 8, |
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| June 23, 2008 |
CORRESP 1 filename1.htm June 23, 2008 VIA EDGAR AND FACSIMILE Mr. Mark Kronforst Accounting Branch Chief U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: TNS, Inc. (the “Company”) Form 10-K for fiscal year ended December 31, 2007 filed March 17, 2008 Form 8-K filed May 5, 2008 File No. 001-32033 Dear Mr. Kronforst: This letter is in response to your comment letter |
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| May 12, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32033 TNS, INC. |
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| May 5, 2008 |
First Quarter 2008 Earnings Supplemental Information EX-99.2 3 a08-134541ex99d2.htm EX-99.2 Exhibit 99.2 First Quarter 2008 Earnings Supplemental Information First Quarter 2008 Supplemental Information Forward-Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are base |
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| May 5, 2008 |
Financial Review: First Quarter 2008 Outlook: Conference Call Exhibit 99.1 Press Release TNS, Inc. Announces First Quarter 2008 Financial Results ? First Quarter 2008 Results Exceed High End of Outlook - ? Q108 Adjusted Earnings per Share Grew 36.7% to $0.30 from $0.22 ? Reaffirming 2008 Outlook for 9-11% Revenue Growth and 12-22% Adjusted EPS Growth - RESTON, Va. ? May 5, 2008 ?TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective d |
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| May 5, 2008 |
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 May 5, 2008 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or orga |
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| April 23, 2008 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 17, 2008 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-32033 TNS, INC. |
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| March 3, 2008 |
EX-99.1 2 a08-70831ex99d1.htm EX-99.1 Exhibit 99.1 1 TNS Investor Presentation Henry Graham Chief Executive Officer Dennis Randolph Chief Financial Officer 2 Forward-Looking Statements There are statements made herein which may not address historical facts and, therefore, could be interpreted to be forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 199 |
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| March 3, 2008 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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 March 3, 2008 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| February 25, 2008 |
Fourth Quarter 2007 Earnings Supplemental Information Exhibit 99.2 Fourth Quarter 2007 Earnings Supplemental Information Fourth Quarter 2007 Supplemental Information Forward-Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts |
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| February 25, 2008 |
8-K 1 a08-652118k.htm 8-K 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 February 25, 2008 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS E |
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| February 25, 2008 |
Financial Review: Fourth Quarter 2007 Full Year 2007 Outlook: Conference Call EX-99.1 2 a08-65211ex99d1.htm EX-99.1 Exhibit 99.1 Press Release TNS, Inc. Announces Fourth Quarter 2007 Financial Results and 2008 Outlook - Fourth Quarter and 2007 Results Exceed High End of Outlook - - 2007 Adjusted Earnings per Share Grow 33.3% to $1.04 from $0.78 - - 2008 Outlook Calls for 9-11% Revenue Growth and 12-22% Adjusted EPS Growth - RESTON, Va. – February 25, 2008 –TNS, Inc. (NYSE: |
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| February 14, 2008 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.2)* TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) December 31, 2007 (Date of Event which Requires Filing of this Stat |
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| January 15, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Act of 1934 (Amendment No. 6) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)* TNS, INC. (Name of Issuer) Common Shares, $.001 Par Value (Title of Class of Securities) 872960109 (CUSIP Number) David K. Robbins, Esq |
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| January 15, 2008 |
AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Joint Filing Agreement Exhibit 13 AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of TNS, Inc. |
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| January 15, 2008 |
Schedule of Transactions Exhibit 12 Schedule of Transactions Shamrock Activist Value Fund, L. |
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| January 14, 2008 |
AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Joint Filing Agreement Exhibit 11 AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of TNS, Inc. |
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| January 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Act of 1934 (Amendment No. 5) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)* TNS, INC. (Name of Issuer) Common Shares, $.001 Par Value (Title of Class of Securities) 872960109 (CUSIP Number) David K. Robbins, Esq |
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| January 14, 2008 |
Schedule of Transactions Exhibit 10 Schedule of Transactions Shamrock Activist Value Fund, L. |
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| November 9, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 5, 2007 |
Financial Review: Third Quarter 2007 Year-to-Date 2007 Outlook: Conference Call EX-99.1 2 a07-284271ex99d1.htm EX-99.1 Exhibit 99.1 Press Release TNS, Inc. Announces Third Quarter 2007 Financial Results - Year-to-Date Results Put Company on Track to Achieve High End of Full-Year Outlook - RESTON, Va. – November 5, 2007 –TNS, Inc. (NYSE: TNS), a global provider of networking, data communications, and value added services to many of the leading participants in the financial ser |
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| November 5, 2007 |
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 November 5, 2007 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or |
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| November 5, 2007 |
Third Quarter 2007 Earnings Supplemental Information EX-99.2 3 a07-284271ex99d2.htm EX-99.2 Exhibit 99.2 Third Quarter 2007 Earnings Supplemental Information Forward-Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and ass |
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| August 9, 2007 |
Exhibit 10.31 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT dated as of August 2, 2007 (“Agreement”), is by and between Transaction Network Services, Inc., a Delaware corporation (the “Company”), and its parent, TNS, Inc., a Delaware corporation (“Parent”), on the one hand (collectively, “TNS”), and Mark Cole (“Executive”), on the other hand. (The Company, Parent and Executive will be referred to |
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| August 9, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2007 Commission File Number: 001-32033 TNS, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-4430020 (State or jurisdiction of incorporation or organization) (I.R.S. Employer I |
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| August 8, 2007 |
Exhibit 99.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT dated as of August 2, 2007 (“Agreement”), is by and between Transaction Network Services, Inc., a Delaware corporation (the “Company”), and its parent, TNS, Inc., a Delaware corporation (“Parent”), on the one hand (collectively, “TNS”), and Dennis L. Randolph, Jr. (“Executive”), on the other hand. (The Company, Parent and Executive will b |
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| August 8, 2007 |
2007 EXECUTIVE LONG-TERM INCENTIVE PLAN EX-99.2 3 a07-214751ex99d2.htm EX-99.2 Exhibit 99.2 2007 EXECUTIVE LONG-TERM INCENTIVE PLAN A. Executives The following executive long-term incentive plan (“LTIP”) shall apply for the following officers of TNS, Inc. (the Corporation) and its subsidiaries (the “Executives”): 1. Henry H. Graham, Jr. Chief Executive Officer 2. Raymond Low President 3. Michael Q. Keegan Chief Operating Officer 4. Denn |
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| August 8, 2007 |
Exhibit 99.1 2007 ANNUAL INCENTIVE PLAN A. Participating Employees This 2007 annual incentive plan (the “2007 AIP”) shall apply for all Participating Employees of TNS, Inc. (the “Corporation”) and its subsidiaries. For purposes of this 2007 AIP, a “Participating Employee” means the Chief Executive Officer, Chief Financial Officer, President, Chief Operating Officer and each Executive Vice Presiden |
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| August 8, 2007 |
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 August 8, 2007 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or o |
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| August 6, 2007 |
Second Quarter 2007 Earnings Supplemental Information Exhibit 99.2 Second Quarter 2007 Earnings Supplemental Information Forward-Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject to risks and |
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| August 6, 2007 |
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 August 6, 2007 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or o |
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| August 6, 2007 |
Financial Review: Second Quarter 2007 First Half 2007 Outlook: Conference Call Exhibit 99.1 Press Release – TNS, Inc. Announces Second Quarter 2007 Financial Results - Q2 Results Exceed Outlook; Raising Guidance - RESTON, Va. – August 6, 2007 –TNS, Inc. (NYSE: TNS), a global provider of networking, communications, and value added services to many of the leading participants in the financial services, retail and telecommunications industries, today reported its second quarter |
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| June 18, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) June 7, 2007 (Date of Event Which Requires Filing |
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| June 8, 2007 |
Exhibit 99.1 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 15, 2007 is made among TRANSACTION NETWORK SERVICES, INC., a Delaware corporation (“Borrower”); TNS, INC., a Delaware corporation (“Holdings”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (in its individual capacity |
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| June 8, 2007 |
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 June 6, 2007 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or org |
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| May 31, 2007 |
Exhibit 99.1 TNS Investor Presentation Forward-Looking Statements There are statements made herein which may not address historical facts and, therefore, could be interpreted to be forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject to ri |
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| May 31, 2007 |
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 May 31, 2007 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or org |
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| May 23, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Act of 1934 (Amendment No. 4) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)* TNS, INC. (Name of Issuer) Common Shares, $.001 Par Value (Title of Class of Securities) 872960109 (CUSIP Number) David K. Robbins, Esq |
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| May 23, 2007 |
AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Exhibit 9 AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the ?Schedule 13D?) with respect to Common Shares of TNS, Inc. |
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| May 16, 2007 |
First Quarter 2007 Earnings Supplemental Information Exhibit 99.2 First Quarter 2007 Earnings Supplemental Information Forward-Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject to risks and |
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| May 16, 2007 |
Financial Review: Outlook: Conference Call EX-99.1 2 a07-144961ex99d1.htm EX-99.1 Exhibit 99.1 Press Release – TNS, Inc. Announces First Quarter 2007 Financial Results - Q1 Results Include Record First Quarter Revenues; Results within Outlook Range - RESTON, Va. – May 7, 2006 –TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective data communications services for transaction-oriented applications, today reported its |
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| May 16, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2007 TNS, INC. (Exact name of registrant as specified in its charter) Delaware File No. 1-32033 36-4430020 (State or other jurisdiction of incorporation or |
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| May 10, 2007 |
Exhibit 10.29 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT dated as of January 8, 2007 (“Agreement”), is by and between Transaction Network Services, Inc., a Delaware corporation (the “Company”), and its parent, TNS, Inc., a Delaware corporation (“Parent”), on the one hand (collectively, “TNS”), and James McLaughlin (“Executive”), on the other hand. (The Company, Parent and Executive will be ref |
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| May 10, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2007 Commission File Number: 001-32033 TNS, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-4430020 (State or jurisdiction of incorporation or organization) (I.R.S. Employer |
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| May 7, 2007 |
First Quarter 2007 Earnings Supplemental Information Exhibit 99.2 First Quarter 2007 Earnings Supplemental Information Forward-Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and assumptions that are subject to risks and |
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| May 7, 2007 |
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 May 7, 2007 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or orga |
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| May 7, 2007 |
Financial Review: Outlook: Conference Call Exhibit 99.1 Press Release ? TNS, Inc. Announces First Quarter 2007 Financial Results - Q1 Results Include Record First Quarter Revenues; Results within Outlook Range - RESTON, Va. ? May 7, 2006 ?TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective data communications services for transaction-oriented applications, today reported its first quarter 2007 results. Total reve |
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| May 1, 2007 |
Schedule of Transactions Exhibit 6 Schedule of Transactions Shamrock Activist Value Fund I, L. |
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| May 1, 2007 |
AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Exhibit 7 AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the ?Schedule 13D?) with respect to Common Shares of TNS, Inc. |
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| May 1, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Act of 1934 (Amendment No. 3) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)* TNS, INC. (Name of Issuer) Common Shares, $.001 Par Value (Title of Class of Securities) 872960109 (CUSIP Number) David K. Robbins, Esq |
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| April 25, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| April 10, 2007 |
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 April 9, 2007 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or or |
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| April 10, 2007 |
Exhibit 99.1 Press Release TNS, Inc. Appoints Dennis L. Randolph Jr. Chief Financial Officer RESTON, Va.—April 10, 2007—TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost effective data communications services for transaction-oriented applications, announced today that its board of directors has appointed Dennis L. Randolph, Jr. executive vice president, chief financial officer a |
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| April 5, 2007 |
Exhibit 5 Schedule of Transactions Shamrock Activist Value Fund I, L.P. Date Number of Common Shares Price Per Common Shares in $US* Total Purchase Price 03/05/07 4,107 $ 16.5964 $ 68,161 03/06/07 4,107 $ 16.7354 $ 68,732 03/07/07 4,107 $ 16.7994 $ 68,995 03/08/07 4,107 $ 16.8853 $ 69,348 03/09/07 4,107 $ 16.8273 $ 69,110 03/12/07 4,107 $ 16.7956 $ 68,980 03/13/07 4,107 $ 16.6458 $ 68,364 03/14/07 |
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| April 5, 2007 |
AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D EX-99.6 3 dex996.htm JOINT FILING AGREEMENT Exhibit 6 AGREEMENT JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of TNS, Inc. which may be deemed necessar |
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| April 5, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Act of 1934 (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)* TNS, INC. (Name of Issuer) Common Shares, $.001 Par Value (Title of Class of Securities) 872960109 (CUSIP Number) David K. Robbins, Esq |
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| March 29, 2007 |
EX-99.2 3 a07-92881ex99d2.htm EX-99.2 Exhibit 99.2 Press Release TNS, Inc. Announces Recapitalization and Declares Special Dividend —$4/Shr Special Dividend Yields 24%; Recapitalization Preserves Financial Flexibility for Growth— RESTON, Va.—March 29, 2007—TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost effective data communications services for transaction-oriented applicatio |
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| March 29, 2007 |
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 March 28, 2007 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or o |
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| March 29, 2007 |
EX-99.1 2 a07-92881ex99d1.htm EX-99.1 Exhibit 99.1 CREDIT AGREEMENT DATED AS OF MARCH 28, 2007 by and among TRANSACTION NETWORK SERVICES, INC. as Borrower and TNS, INC. as a Credit Party and GENERAL ELECTRIC CAPITAL CORPORATION as Agent, L/C Issuer and a Lender and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO as Lenders GECC CAPITAL MARKETS GROUP, INC. as Lead Arranger TABLE OF CONTENTS Page SECT |
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| March 16, 2007 |
Exhibit 10.28 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of January 1, 2006, between Transaction Network Services, Inc., a Delaware corporation (“Employer”), and Dennis Randolph, an individual residing at 1208 S. Columbus St., Arlington, VA 22204 (“Executive”). Employer and Executive desire to enter into an agreement setting forth the terms pursuant to which Emplo |
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| March 16, 2007 |
Acquisition of Sonic Assets JPG Telecom, SAS Acquisition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-32033 TNS, INC. |
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| March 16, 2007 |
Exhibit 10.4 DATED 21 SEPTEMBER 2005 Lease relating to UNIT 6A AND 6B AT SHEFFIELD 3SA BUSINESS PARK CHURCHILL WAY SHEFFIELD BETWEEN A J BELL (pp) TRUSTEES LIMITED, RAYMOND LOW, MARTIN PETER MILNER AND CAROLYN JOY MACMILLAN and TRANSACTION NETWORK SERVICES (UK) LIMITED TAYLOR & EMMET CONTENTS CLAUSE Page 1. Interpretation 4 2. Grant 7 3. Ancillary rights 7 4. Rights excepted and reserved 7 5. Thir |
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| March 5, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Act of 1934 (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)* TNS, INC. (Name of Issuer) Common Shares, $.001 Par Value (Title of Class of Securities) 872960109 (CUSIP Number) David K. Robbins, Esq |
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| March 5, 2007 |
Schedule of Transactions Exhibit 4 Schedule of Transactions Shamrock Activist Value Fund I, L. |
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| February 27, 2007 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-145 Washington, D. |
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| February 27, 2007 |
John McDonnell III 1700 K Street, Fifth Floor Washington, DC 20006 Exhibit 7.07 John McDonnell III 1700 K Street, Fifth Floor Washington, DC 20006 February 26, 2007 John J. McDonnell, Jr. Chairman Dunluce Acquisition Corporation 7984 Georgetown Pike McLean, Virginia 22102 Dear Jack: I hereby resign from all positions held by me at Dunluce Acquisition Corporation, including those of president, secretary and member of the board of directors, effective today, Februa |
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| February 26, 2007 |
Fourth Quarter 2006 Earnings Supplemental Information EX-99.2 3 a07-65981ex99d2.htm EX-99.2 Exhibit 99.2 Fourth Quarter 2006 Earnings Supplemental Information Forward-Looking Statements The statements contained in this presentation that are not historical facts are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts and ass |
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| February 26, 2007 |
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 February 26, 2007 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation o |
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| February 26, 2007 |
Exhibit 99.1 Press Release TNS, Inc. Announces Fourth Quarter and Full-Year 2006 Financial Results - 2006 Revenues Rise 10.5%; Cost Reduction Initiative Completed; 2007 Outlook Affirmed - RESTON, Va. – February 26, 2007 –TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost-effective data communications services for transaction-oriented applications, today reported fourth quarter an |
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| February 14, 2007 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response. |
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| February 14, 2007 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.1)* TNS, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 872960109 (CUSIP Number) December 31, 2006 (Date of Event which Requires Filing of this Stat |
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| January 24, 2007 |
[Signatures continued on following page] Exhibit 7.05 January 22, 2007 Dunluce Acquisition Corporation 7984 Georgetown Pike McClean, Virginia 22102 Attention: C.J. Brucato and John J. McDonnell, Jr. Re: $315,000,000 First Lien Credit Facilities for (the “Acquisition Borrower”), Transaction Network Services, Inc. (the “US Borrower”) and [Transaction Network Services (UK)] (the “UK Borrower”; the UK Borrower, together with the Acquisition |
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| January 24, 2007 |
AMENDED AND RESTATED JOINT FILING AGREEMENT Exhibit 7.01 AMENDED AND RESTATED JOINT FILING AGREEMENT The undersigned hereby agree that the Amendment No. 1 to the statement on Schedule 13D, dated January 23, 2007, with respect to the common stock of TNS, Inc., is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities |
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| January 24, 2007 |
DUNLUCE ACQUISITION CORPORATION Exhibit 7.03 DUNLUCE ACQUISITION CORPORATION January 22, 2007 TNS, Inc. c/o Mr. Jean Manas Deutsche Bank Securities, Inc. 60 Wall Street New York, NY 10005 Dear Jean: Pursuant to the letter dated January 9, 2007 from Henry Graham, we are pleased to present this offer to acquire all of the outstanding shares of common stock (the ?Common Stock?) of TNS, Inc. (the ?Company?) at a cash purchase price |
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| January 24, 2007 |
Exhibit 7.02 January 22, 2007 Mr. John J. McDonnell, Jr. Chairman and CEO Dunluce Acquisition Corporation 7984 Georgetown Pike McLean, Virginia 22102 Dear Jack: This letter confirms the commitment of ABRY Partners, LLC (?ABRY?) to pursue the acquisition of TNS, Inc. (?TNS? or the ?Company?) with Dunluce Acquisition Corporation (?Dunluce?) and its principals (the ?Transaction?). 1. We are prepared |
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| January 24, 2007 |
Exhibit 99.1 Press Release TNS, Inc. Rejects Acquisition Proposal As Inadequate - - Issues Preliminary 2007 Financial Outlook; Board Reviewing Capital Structure - - RESTON, Va.?Jan. 23, 2007?TNS, Inc. (NYSE: TNS), a leading provider of business-critical, cost effective data communications services for transaction-oriented applications, announced today that it had rejected a proposal received on Ja |
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| January 24, 2007 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 January 23, 2007 Date of Report (Date of earliest event reported) TNS, INC. (Exact name of registrant as specified in its charter) Delaware 1-32033 36-4430020 (State or other jurisdiction (Commission (IRS Employer of incorporation or |
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| January 24, 2007 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D. |
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| January 24, 2007 |
Exhibit 7.04 J.P. MORGAN SECURITIES INC. 270 Park Avenue New York, New York 10017 JPMORGAN CHASE BANK, N.A. 270 Park Avenue New York, New York 10017 January 22, 2007 $310,000,000 Senior First Lien Credit Facilities $140,000,000 Senior Second Lien Term Facility Commitment Letter Dunluce Acquisition Corporation 7984 Georgetown Pike McLean, Virginia 22102 Attention: Ladies and Gentlemen: Dunluce Acqu |
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| January 23, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) * INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)* TNS, INC. (Name of Issuer) Common Shares, $.001 Par Value (Title of Class of Securities) 872960109 (CUSIP Number) David K. Ro |
