UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 8, 2011
S1 CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
000-24931 (Commission File Number) |
58-2395199 (IRS Employer Identification No.) |
705 Westech Drive, Norcross, Georgia (Address of principal executive offices) |
30092 (Zip code) |
Registrants telephone number, including area code: (404) 923-3500
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Rule 425, Rule 14a-12 and Instruction 2 to Rule 14d-2(b)(2) |
Item 8.01. | Other Events |
On July 8, 2011 (the Effective Time), S1 Corporation and its wholly owned subsidiary, S1,
Inc. (collectively, the Company), entered into a Settlement and License Agreement (the
Agreement) with Leon Stambler (Stambler), which settled all claims brought against the Company
arising in the civil action filed on May 28, 2010 in the United States District Court for the
Eastern District of Texas (the Court) captioned Leon Stambler v. Intuit Inc., et al. (the
Litigation). Details regarding the Litigation may be found in S1 Corporations periodic reports
on Form 10-Q and Form 10-K filed with the Securities and Exchange Commission subsequent to the
initiation of the Litigation.
Pursuant to the terms of the Agreement (i) Stambler agreed to grant the Company a license for
the use of certain patents (the Stambler Patents), (ii) the Company and Stambler agreed to
release each other from any and all claims accruing prior to or as of the Effective Time related in
whole or in part to the Litigation or the Stambler Patents, and (iii) the Company agreed to pay
Stambler a one-time payment of $260,000.
On July 11, 2011, the Court dismissed the Company, with prejudice, from the Litigation.
Important Additional Information and Where to Find It
In connection with the proposed merger between the Company and Fundtech Ltd. (Fundtech), the
Company and Fundtech intend to file relevant materials with the SEC and other governmental or
regulatory authorities, including a proxy statement and information statement, respectively.
INVESTORS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, FUNDTECH AND THE TRANSACTION. The proxy statement,
information statement and certain other relevant materials (when they become available) and any
other documents filed by the Company or Fundtech with the SEC may be obtained free of charge at the
SECs website at http://www.sec.gov. In addition, investors may obtain free copies of the documents
filed with the SEC (i) by contacting the Companys Investor Relations at (404) 923-3500 or by
accessing the Companys investor relations website at www.s1.com; or (ii) by contacting Fundtechs
Investor Relations at (201) 946-1100 or by accessing Fundtechs investor relations website at
www.fundtech.com. Investors are urged to read the proxy statement and information statement
and the other relevant materials when they become available before making any voting or investment
decision with respect to the transaction.
Participants in the Solicitation
The Company, Fundtech and their respective executive officers and directors may be deemed to
be participating in the solicitation of proxies in connection with the transaction. Information
about the executive officers and directors of the Company and the number of shares of the Companys
common stock beneficially owned by such persons is set forth in the proxy statement for the
Companys 2011 Annual Meeting of Stockholders which was filed with the SEC on April 8, 2011.
Information about the executive officers and directors of Fundtech and the number of shares of
Fundtechs common stock beneficially owned by such persons is set forth in the annual report on
Form 20-F which was filed with the SEC on May 31, 2011. Investors may obtain additional information
regarding the direct and indirect interests of the Company, Fundtech and their respective executive
officers and directors in the transaction by reading the proxy statement and information statement
regarding the transaction when they become available.
This communication shall not constitute an offer to sell or the solicitation of an offer to
sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
S1 CORPORATION (Registrant) |
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Date: July 14, 2011 | By: | /s/ Gregory D. Orenstein | ||
Name: | Gregory D. Orenstein | |||
Title: | SVP, Chief Legal Officer and Secretary | |||