Attached files
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EX-99.2 - EX-99.2 - S1 CORP /DE/ | w84173exv99w2.htm |
EX-99.1 - EX-99.1 - S1 CORP /DE/ | w84173exv99w1.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 25, 2011
S1 Corporation
(Exact name of registrant as specified in its charter)
Delaware | 000-24931 | 58-2395199 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
705 Westech Drive, Norcross, Georgia | 30092 | |
(Address of principal executive offices) | (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 25, 2011, S1 Corporation (the Company) issued a press release announcing that it had
received from ACI Worldwide, Inc. (ACI) an unsolicited, revised cash and stock proposal to
acquire the Company. The Companys Board of Directors will review the terms of the revised
proposal submitted by ACI in a manner consistent with its obligations under the merger agreement
with Fundtech Ltd. and applicable Delaware law, and will consider such options or alternatives that
it believes to be in the best interests of the Companys stockholders.
Copies of the ACI proposal and the Companys press release are attached hereto as Exhibit 99.1 and
Exhibit 99.2, respectively, and are incorporated herein by reference.
Forward Looking Statements
Certain statements in this press release 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 proxy statement filed in connection with the proposed transaction with Fundtech,
its Annual Reports on Form 10-K and other filings with the Securities and Exchange Commission
(SEC). 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 has filed with the SEC a definitive
proxy statement dated August 19, 2011 and other relevant materials and Fundtech intends to file
relevant materials with the SEC and other governmental or regulatory authorities, including an
information statement. STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
AND ANY OTHER RELEVANT MATERIALS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO SUCH MATERIALS, FILED
BY S1 AND FUNDTECH WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT S1, FUNDTECH AND
THE TRANSACTION. The definitive proxy statement, information statement and certain other relevant
materials 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 S1s definitive proxy statement dated August 19, 2011 regarding the
transaction with Fundtech filed with the SEC on August 19, 2011 and Fundtechs information
statement when it becomes 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
|
Proposal Letter from ACI Worldwide, Inc. dated August 25, 2011. | |
99.2
|
Press Release by S1 Corporation dated August 25, 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 25, 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
|
Proposal Letter from ACI Worldwide, Inc. dated August 25, 2011. | |
99.2
|
Press Release by S1 Corporation dated August 25, 2011. |