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EX-99.1 - EX-99.1 - S1 CORP /DE/ | w83865exv99w1.htm |
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
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 2, 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 (I.R.S. Employer Identification No.) |
705 Westech Drive, Norcross, Georgia (Address of principal executive offices) |
30092 (Zip Code) |
(404) 923-3500
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
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:
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)) |
Item 8.01 Other Events.
On August 2, 2011, S1 Corporation (the Company) announced that its Board of Directors had
rejected ACI Worldwide, Inc.s previously announced proposal and affirmed its commitment to the
Companys pending business combination with Fundtech Ltd. A copy of the press release is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.
Forward Looking Statements
Certain statements herein may constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to,
those regarding any transaction with Fundtech or ACI Worldwide and other statements that are not
historical facts. These statements involve risks and uncertainties including those detailed in S1s
Annual Reports on Form 10-K and other filings with the Securities and Exchange Commission. Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those forecasted or expected. S1 disclaims any
intention or obligation to update publicly or revise such statements, whether as a result of new
information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction with Fundtech, S1 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 S1, FUNDTECH AND THE
TRANSACTION. The proxy statement, information statement and certain other relevant materials (when
they become available) and any other documents filed by S1 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 S1s Investor Relations at (404)
923-3500 or by accessing S1s 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
S1, Fundtech and their respective executive officers and directors may be deemed to be
participating in the solicitation of proxies in connection with the transaction between the
companies. Information about the executive officers and directors of S1 and the number of shares of
S1s common stock beneficially owned by such persons is set forth in the proxy statement for S1s
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 Fundtechs ordinary shares
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 S1, Fundtech and their respective executive officers and directors in the
transaction by reading the proxy statement and information statement regarding the transaction with
Fundtech 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1
|
Press Release by S1 Corporation dated August 2, 2011. |
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.
Date: August 2, 2011 | S1 CORPORATION |
|||
By: | /s/ Gregory D. Orenstein | |||
Name: | Gregory D. Orenstein | |||
Title: | SVP, Chief Legal Officer and Secretary |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1
|
Press Release by S1 Corporation dated August 2, 2011. |