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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2004

OR

For the transition period from              to             

Commission File Number 000-25315

S Wind-up Corporation

(Exact name of registrant as specified in its charter)

P.O. BOX B.D., Los Altos, CA 94023

(Address of principal executive offices including zip code)

(650) 599-5846

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

As of June 30, 2004 (the last day of our most recent fiscal quarter), the aggregate market value of the voting stock held by non-affiliates based on closing sales price of the registrant’s common stock as reported on The Over The Counter Bulletin Board was approximately $754,000.

As of December 31, 2004, 47,109,843 shares of common stock issued and outstanding.

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S Wind-up Corporation

FORM 10-K

For The Fiscal Year Ended December 31, 2004

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“Sagent,” “Sagent Solution,” “Sagent Data Load Server,” and “Sagent Data Access Server,” are former trademarks, trade names or service marks of Sagent Technology, Inc. (“Sagent”) which were sold to Group 1 Software, Inc. as described under Item 1, Business. This annual report also contains trademarks, trade names and service marks of companies other than those formerly owned by Sagent, and these trademarks, trade names and service marks are the property of their respective holders.

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PART I

This annual report contains forward-looking statements based on the current beliefs of our management as well as assumptions made by and information currently available to our management, including statements related to the timing and amounts of the liquidation of remaining assets and expectations regarding the winding up of business and operations and dissolution. You can identify these forward-looking statements when you see us using words such as “expect,” “anticipate,” “believe,” “estimate” and other similar expressions. These forward-looking statements involve risks and uncertainties, including those described in the section entitled “Risk Factors” of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this annual report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. You should not place undue reliance on our forward-looking statements, as they are not guarantees of future results and represent our expectations only as of the date they are made.

Item 1. Business

Introduction

S Wind-up Corporation, formerly Sagent Technology, Inc., a Delaware corporation (“Sagent”, “S Wind-up” or the “Company”), is engaged in the process of an orderly liquidation of its remaining assets, the winding up of its business and operations, and the dissolution of the Company.

On October 1, 2003, we completed the sale of substantially all of our assets to Group 1 Software, Inc. (“Group 1”) under the terms of a definitive Asset Purchase Agreement entered into on April 15, 2003. In exchange for the assets sold, including all intellectual property, accounts receivable, cash on hand, certain contracts, property and equipment and other designated assets, and the assumption of specified liabilities, the Company received $13.0 million in the form of $5.6 million in cash and the assumption of $7.4 million in secured loans and accrued interest payable to Group 1 under a bridge loan. On September 30, 2003, our stockholders adopted a plan of dissolution, which included the change of our corporate name to S Wind-Up Corporation. Most employees of the Company accepted employment with Group 1. Two executives remained through April 15, 2004 to manage the Company’s wind down, liquidation and the first distribution to the stockholders. On April 16, 2004, we held a final board meeting. We retain a trailing director and accounting agent to manage the remaining wind down and liquidation process.

Under the terms of the Asset Purchase Agreement, Sagent retained approximate $1.5 million in cash, certain other assets and liabilities for outstanding litigation and approximately $1.2 million of accrued compensation payable to key officers. In addition, pursuant to the terms of the Asset Purchase Agreement, Group 1 withheld $4.0 million of the purchase price pending final resolution of the net book value of assets and liabilities acquired and appropriate indemnification claims (the “purchase price adjustment”), which was finalized at $2.0 million, resulting in an adjusted purchase price of $15.0 million. On March 10, 2004, we received $1.6 million of the final $2.0 million of cash proceeds; the remaining $0.4 million in cash was being withheld for potential contingency claims. On July 2, 2004 we received $0.3 million as final payment from Group 1.

The asset sale resulted from a process that began in 2002, when we determined that an asset sale was in the best interest of our stockholders. That process involved consideration of various alternatives to finance the Company or sell our business. On April 14, 2003, the Board of Directors voted to approve a plan of dissolution subject to the completion of the asset sale to Group 1 and stockholder approval. On April 15, 2003, we entered into an agreement to sell substantially all of our assets to Group 1.

We held a special meeting of our stockholders on July 15, 2003, to approve the proposed asset sale and plan of dissolution. A quorum of stockholders was not present when the meeting was first convened on July 15, 2003, so we adjourned the meeting to July 21 and again to July 28, and each time failed to obtain a quorum. We reconvened the meeting on September 30, 2003 and at that time a quorum of the shares of common stock was

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present. At that meeting, our stockholders approved the proposals included in the proxy statement, including the asset sale, plan of dissolution and the change of our corporate name to S Wind-up Corporation. On that same day, we closed the Asset Purchase Agreement.

Pursuant to the plan of dissolution, we filed Articles of Amendment to change our name from Sagent Technology, Inc. to S Wind-up Corporation, effective April 15, 2004 and immediately thereafter filed Articles of Dissolution with the Secretary of State of Delaware.

Since that date, we have been engaged in the process of the orderly liquidation of our remaining assets, the winding up of the business, and the dissolution of S Wind-up. This process involves the sale and disposition of assets that were not acquired by Group 1, the settlement of liabilities and other claims that were not assumed by Group 1, and the distribution of any remaining assets to our stockholders.

On February 26, 2004, our board of directors approved an initial distribution, and on April 6, 2004 we completed the initial distribution of $0.10 for each share of stock held as of the record date of March 31, 2004, pursuant to the Plan of Liquidation and Dissolution approved by the stockholders on September 30, 2003.

Following the closing of the asset sale, our primary asset has been cash. As of December 31, 2004, we have used approximately $2.8 million since the close date to satisfy liabilities and wind-up expenses and we are providing a cash reserve for potential future liabilities and expenses. The cash reserve is approximately $0.7 million.

Business Operations Prior to the Asset Sale

Prior to closing the asset sale to Group 1, we developed, marketed, and supported software products and services that helped businesses collect, analyze, understand, and act on customer and operational information both in batch and in real-time. Our software products and services provided a way for an organization’s employees, customers, and partners to use the Internet to examine the internal data they already have and to supplement that data with external, value-added information such as demographic, geographic, or other content and data feeds. We operated as a single business unit. While we no longer have active business operations, the following description of our business operations prior to the asset sale is provided to aid our reader’s understanding of our historical financial statements.

Our products fell into two major categories: software products which customers used to collect, analyze and report on data, which we refer to as the Sagent Solution products, and software products which customers used to supplement and enhance data in ways meaningful to their business model, or Centrus products. Sales of our products were generated primarily through our direct sales team and indirect sales channels such as Value Added Resellers. Our products were primarily off the shelf products which did not require customization specific to customer needs.

Sagent’s Products and Services

Prior to the closing of the asset sale to Group 1, we sold the Sagent Solution, Sagent Solution Components, Centrus and software maintenance and technical support.

Sagent Solution

Over the last seven years, most of our revenue came from the sales of our Solution product and its components. The Solution offered a complete, open and high-performance software infrastructure that allowed companies to aggressively develop custom analytic solutions that yield insight into their customers and business operations. Our Solution’s key components integrated with a growing number of data integration and information delivery tools from 3rd-party providers and us.

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Sagent Solution Components

Our Sagent Data Flow Server was a multi-user application server that processed disparate sources of data and prepared it for use within analytical applications. When it was bundled with the foundation library, the Data Flow Server was sold as the Sagent Data Load Server and was used for extraction, transformation and loading (ETL). When it was bundled with the display library or Sagent Open Link, the Data Flow Server was sold as the Sagent Access Server and was used for enterprise information integration (EII) and to prepare information for use within reporting and analysis tools.

We also offered other components, such as libraries which were used by customers to solve a broad variety of data integration and data analysis problems, however these products did not account for a significant percentage of our total revenue.

Centrus

In December 1999, we introduced Centrus via our acquisition of Qualitative Marketing Software, Inc. (QMS). Centrus provided tools for address-level geographic analysis, real-time customer matching, and name and address data-quality functions.

Services

To complement our product offering, we also offered professional consulting and training services to help customers achieve fast and full value from their implementation of the Sagent Solution or Centrus products.

Research and Development

Through the date of the asset sale to Group 1, we developed our Sagent Solution products in our Mountain View, California headquarter office and our Centrus products in our Denver, Colorado facilities.

Sales and Marketing

During the period from January 1, 2003 through September 30, 2003 and the fiscal year ended December 31, 2002, our sales and marketing efforts were primarily focused on expansion of business with existing customers and our indirect sales channels. During that time, our customers’ and potential customers’ purchasing decisions were impacted by, among other factors: (i) concerns about our viability, (ii) the overall weakness in the global economy, (iii) continued reductions in capital expenditures, and (iv) uncertainties in the application software industry as a result of speculation of further consolidation within the industry.

Customers

Through the date of the asset sale to Group 1, we had more than 1,500 customers throughout the world and across such diverse industries as insurance, financial services, retail, e-commerce, healthcare and telecommunications.

Through the date of the asset sale to Group 1, we had no single customer during the period from January 1, 2003 through September 30, 2003 or for the fiscal year ended December 31, 2002 that accounted for 10% or more of our total revenues for the related periods.

Competition

We considered vendors such as Informatica Corp., Brio Software, Inc., Business Objects SA, Cognos, Inc., Hummingbird, Ltd., Ascential Software Corp., and Mapinfo Corp. to be our largest competitors.

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Intellectual Property

We do not have any patents at this time. On October 1, 2003, we assigned seven active patents to Group 1.

Employees

We have no employees as of December 31, 2004 and had two employees as of December 31, 2003, who both worked from home offices though their resignation on April 15, 2004. All persons who have provided services to the Company since April 15, 2004 have done so in their capacity as independent contractors.

Available Information

We have no principal office. Our website home page is located at www.swindup.com; however, the information in, or that can be accessed through our website is not part of this report. Our mailing address is P.O. Box B.D., Los Altos, CA 94023. Our telephone number is (650) 599-5846.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available. The public may read and copy any materials filed by the Company with the Securities Exchange Commission (“SEC”) at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The content of this website is not incorporated into this filing. Further, the Company’s references to the URL for this website is intended to be an inactive textual reference only.

Item 2. Properties

We have no properties as of December 31, 2004.

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Item 3. Legal Proceedings

As of December 31, 2004, there are no material legal proceedings involving the Company.

From time to time, we have been subject to pending or threatened litigation. While most recent litigation matters have been resolved, future litigation could be costly, and could upon resolution, have a material adverse affect on any estimated distribution to stockholders. We are currently engaged in certain legal and administrative proceedings incidental to our previous business activities, winding up of the business and current dissolution efforts and believe that these matters will not have a material adverse effect on our net assets in liquidation. However, the results of legal proceedings cannot be predicted with certainty.

In January 2004, Consolidated Freightways Corp. trustee filed a complaint against us to avoid and recover certain preferential transfers. Payments totaling $12,000 were alleged in the complaint. In June 2004, we entered into a Settlement Agreement which called for us to pay $9,000 in full settlement of all claims. The $9,000 was paid on July 1, 2004.

On January 28, 2004, plaintiff Comparion, Inc. (“Comparion”) filed a Complaint against Arthur N. Alderson (“Alderson”), Sagent Technology, Inc. (“Sagent”), and Group 1 Software, Inc. (“Group 1”) that asserted claims for breach of fiduciary duty, conversion, “fraudulent agreement,” “fraudulent bank transfer,” “fraud in contracting,” “computer forgery” in violation of O.C.G.A. § 16-9-93(d), “computer theft” in violation of O.C.G.A. § 16-9-93(a)(3), tortious interference with business relations, tortious interference with contract, breach of contract and three claims based on alleged violations of Georgia’s civil “RICO” statute (O.C.G.A. § 16-14-4(a), O.C.G.A. § 16-14-4(b), and O.C.G.A. § 16-14-4(c)). Plaintiff’s allegations did not describe which of the claims were directly specifically to Sagent.

On February 5, 2004, plaintiff Comparion, through its counsel, granted an extension of time, through and including March 22, 2004, for Sagent to answer or otherwise respond to the Complaint.

On February 16, 2004, Sagent, through its litigation counsel, directed formal notice to plaintiff Comparion and its attorney that, unless the claims were withdrawn voluntarily and in full, Sagent, pursuant to Georgia’s “abusive litigation” statute, O.C.G.A. § 51-7-84, would seek to recover its attorneys’ fees and expenses incurred in defending the suit. On April 12, 2004, the Parties executed a Tri-Party Settlement Agreement and Release and on April 14, 2004, a Voluntary Order of Dismissal With Prejudice was filed with the Court of Fulton County, State of Georgia.

Item 4. Submission of Matters to a Vote of Security Holders

None

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PART II

Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters

Our common stock is listed for trading on the over the counter bulletin board under the symbol “SGNT.PK.” The following table lists the high and low closing sales prices of our common stock for the periods indicated.

At March 28, 2005, we believe there were approximately 220 stockholders of record of our common stock, and the last reported sales price of our common stock was $0.02. Because we closed our stock transfer books and discontinued recording transfers of our common stock at the close of business on the date we filed the Certificate of Dissolution with the Delaware Secretary of State, referred to as the “final record date of April 15, 2004,” we are unable to estimate the total number of stockholders on record. In addition, because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders requested by these record holders.

On April 6, 2004, our Board of Directors effected the initial distribution of $0.10 for each share of stock held as of the record date of March 31, 2004 pursuant to the Plan of Liquidation and Dissolution approved by the stockholders on September 30, 2003.

We have never declared or paid cash dividends on our common stock. Our Board of Director presently intends to use our assets and any future earnings first to satisfy or provide for the satisfaction of our liabilities, with the balance to be distributed to our stockholders in one or more distributions through the date of final dissolution of the Company. The declaration of any such distributions in the future would be subject to the discretion of the Board of Director, which may consider such factors as our net assets in liquidation, contingent liabilities and expenses, and any contractual or other legal restrictions.

Item 6. Selected Financial Data

The following selected consolidated annual and quarterly financial data are qualified by reference to, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes thereto included elsewhere in this annual report.

Upon the sale of substantially all of our operating assets to Group 1 on October 1, 2003, most of our employees resigned and accepted employment with Group 1 and we ceased operations. Two executives remained employed through April 15, 2004. Accordingly, a comparison of the selected financial data for the period from January 1, 2003 through September 30, 2003 should take into account the fact that the Company ceased its operations nine months after the beginning of the fiscal year ended December 31, 2002.

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On October 1, 2003, we completed the sale of substantially all of our operating assets to Group 1 and ceased preparing our financial statements on a going concern basis in accordance with accounting principles generally accepted in the United States of America. Changes in our net assets in liquidation since October 1, 2003 are as follows (in thousands):

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The following selected financial data are derived from and should be read in conjunction with our financial statements and related notes set forth in Item 8 below, and in our previously filed reports on Form 10-K. See also Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information relating to items reflecting our results of operations and financial condition.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis contains “forward-looking statements” that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally preceded by words that imply a future state such as “expected” or “anticipated” or imply that a particular future event or events will occur such as “will.” Investors are cautioned that all forward-looking statements involve risks and uncertainties, and that actual results could be materially different from those discussed in this report. The section below entitled “Risk Factors” and similar discussions in our other SEC reports filed with the SEC discuss some of the important risk factors that may affect our business, results of operations and financial condition. Copies of our reports filed with the SEC are available on the SEC’s website at www.sec.gov.

Upon the sale of substantially all of our operating assets to Group 1 on October 1, 2003, most of our employees resigned and accepted employment with Group 1 and we ceased operations. Two executives remained through April 15, 2004 to manage the Company’s wind down, liquidation and the first distribution to the stockholders. On April 15, 2004, we held a final board meeting. We retain a trailing director and accounting agent to manage the remaining wind down and liquidation process. We cannot list here all of the risks and uncertainties that could cause our actual future financial results to differ materially from our present expectations or projections regarding estimated distribution to stockholders but we can identify many of them. For example, our future results could be affected by the cost of satisfying currently known liabilities, the need to satisfy unanticipated liabilities that might arise in the future, the expenses of dissolving and winding up the Company, and the price at which S Wind-up stock may be held or sold. It is important to remember that forward-looking statements speak only as of the date when they are made and we do not promise that we will publicly update or revise those statements whenever conditions change or future events occur. Accordingly we do not recommend that any person seeking to evaluate our Company should place undue reliance on any forward-looking statements in this report.

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The following discussion and analysis should be read in conjunction with the selected financial data in Item 6 and our financial statements and related notes in Item 8.

Critical Accounting Policies and Estimates

In connection with the adoption of the plan of dissolution and the anticipated liquidation, we adopted the liquidation basis of accounting effective October 1, 2003, whereby assets are valued at their estimated net realizable cash values and liabilities are stated at their estimated settlement amounts. The preparation of financial statements using the liquidation basis of accounting requires us to make assumptions, judgments and estimates that can have a significant impact on our reported net assets in liquidation. We base our assumptions, judgments and estimates on the most recent information available and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis we evaluate our assumptions, judgments and estimates and make changes accordingly. We believe that the assumptions, judgments and estimates involved in the accounting for estimated costs to be incurred during liquidation have the greatest potential impact on our financial statements, so we consider these estimates to be our critical accounting policies. We discuss below the critical accounting estimates associated with these policies.

Estimated Costs to be Incurred During Liquidation

Under the liquidation basis of accounting, we accrue for the remaining costs to be incurred during liquidation, including consulting fees