UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-----------------------
Security First Technologies Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
814279105
(CUSIP Number)
David C. Hodgson
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
Tel. No.: (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
November 18, 1999
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
814279105 Page 2 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 2,793,000
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,793,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,793,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
814279105 Page 3 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 20, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 2,793,000
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,793,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,793,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
814279105 Page 4 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 52, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 2,793,000
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,793,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,793,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
814279105 Page 5 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 2,793,000
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,793,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,793,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
814279105 Page 6 of 22 Pages
Item 1. Security and Issuer.
The title of the class of equity securities of Security First
Technologies Corporation, a Delaware corporation (the "Company"), to which this
statement relates is the Company's Common Stock, par value $0.01 per share (the
"Common Stock"). The address of the principal executive office of the Company is
3390 Peachtree Road, NE, Suite 1700, Atlanta, Georgia 30326.
Item 2. Identity and Background.
This statement is being filed by a group, as defined in Rule 13d-5 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The members of the group are General Atlantic
Partners, LLC, a Delaware limited liability company ("GAP"), General Atlantic
Partners 20, L.P., a Delaware limited partnership ("GAP 20"), General Atlantic
Partners 52, L.P., a Delaware limited partnership ("GAP 52"), and GAP
Coinvestment Partners, L.P., a New York limited partnership ("GAPCO" and,
collectively with GAP, GAP 20 and GAP 52, the "Reporting Persons"), all of which
are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. Each of the
Reporting Persons is engaged in acquiring, holding and disposing of interests in
various companies for investment purposes. The general partner of each of GAP 20
and GAP 52 is GAP. The managing members of GAP are Steven A. Denning, Peter L.
Bloom, William E. Ford, William O. Grabe, David C. Hodgson and Franchon M.
Smithson (collectively, the "GAP Managing Members"). The GAP Managing Members
are also the general partners of GAPCO. The business address of each of the GAP
Managing Members is 3 Pickwick Plaza, Greenwich, Connecticut 06830, and the
present principal occupation or
<PAGE>
814279105 Page 7 of 22 Pages
employment of each of the GAP Managing Members is as a managing member of GAP.
Each of the GAP Managing Members is a citizen of the United States.
None of the Reporting Persons and none of the above individuals has,
during the last five years, been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
or subject to any judgment, decree or final order finding any violation of
federal or state securities laws or enjoining future violations of, or
prohibiting or mandating activities subject to, such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On November 18, 1999, pursuant to the Share Purchase Agreement II,
dated as of September 21, 1999 (the "Share Purchase Agreement") entered into by
and among the Company, S1 Europe Holding N.V. ("S1 Holdings"), a subsidiary of
the Company and each of the stockholders of FICS Group N.V. ("FICS") who are
signatories thereto, and as may be joined by other stockholders from time to
time, the Company acquired all of the outstanding capital stock of FICS for
cash. Immediately thereafter, on November 18, 1999, pursuant to the Stock
Purchase Agreement II, dated as of September 21, 1999, entered into by and among
the Company, S1 Holdings and each of the stockholders of FICS who are
signatories thereto, GAP 20, GAP 52 and GAPCO purchased 2,399,000, 53,000 and
341,000 shares of the Company's Common Stock, respectively.
Item 4. Purpose of Transaction.
GAP 20, GAP 52 and GAPCO acquired the shares of Common Stock for
investment purposes and the Reporting Persons hold shares of Common Stock for
investment purposes. From time to time the Reporting Persons may acquire
additional shares
<PAGE>
814279105 Page 8 of 22 Pages
of Common Stock or dispose of some or all of the shares of Common Stock owned by
them. None of the Reporting Persons has any other plans which relate to or would
result in any of the items listed in paragraphs (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, GAP, GAP 20, GAP 52 and GAPCO each own of
record no shares of Common Stock, 2,399,000 shares of Common Stock, 53,000
shares of Common Stock and 341,000 shares of Common Stock, respectively, or 0%,
5.1%, 0.1% and 0.7%, respectively, of the Company's issued and outstanding
shares of Common Stock.
By virtue of the fact that the GAP Managing Members are also the
general partners authorized and empowered to vote and dispose of the securities
held by GAPCO, and that GAP is the general partner of GAP 20 and GAP 52, the
Reporting Persons may be deemed to share voting power and the power to direct
the disposition of the shares of Common Stock which each owns of record.
Accordingly, as of the date hereof, each of the Reporting Persons may be deemed
to own beneficially an aggregate of 2,793,000 shares of Common Stock or 5.9% of
the Company's issued and outstanding shares of Common Stock.
(b) Each of the Reporting Persons has the shared power to direct the
vote and the shared power to direct the disposition of the 2,793,000 shares of
Common Stock that may be deemed to be owned beneficially by each of them.
(c) Except as set forth herein, to the knowledge of the Reporting
Persons with respect to the persons named in response to paragraph (a), none of
the persons named in response to paragraph (a) has effected any transactions in
shares of Common Stock during the past 60 days.
<PAGE>
814279105 Page 9 of 22 Pages
(d) No person other than the persons listed is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any securities owned by any member of the group.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to the Issuer.
As noted above, the GAP Managing Members are authorized and empowered
to vote and dispose of the securities held by GAPCO, and GAP is authorized and
empowered to vote and dispose of the securities held by GAP 20 and GAP 52.
Accordingly, GAP and the GAP Managing Members may, from time, consult among
themselves and coordinate the voting and disposition of the Company's shares of
Common Stock as well as such other action taken on behalf of the Reporting
Persons with respect to the Company's shares of Common Stock as they deem to be
in the collective interest of the Reporting Persons.
Pursuant to the Stockholder Agreement, dated as of September 21, 1999,
between certain stockholders of the Company and GAP 20, GAP 52 and GAPCO, each
of GAP 20, GAP 52 and GAPCO agreed to, among other things, vote in favor of the
approval of the series of transactions contemplated by the Share Purchase
Agreement.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Agreement relating to the filing of joint acquisition statements as
required by Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended.
Exhibit 2: Power of Attorney dated December 30, 1998 appointing Thomas J.
Murphy Attorney-In-Fact for GAP.
<PAGE>
814279105 Page 10 of 22 Pages
Exhibit 3: Power of Attorney dated December 30, 1998 appointing Thomas J.
Murphy Attorney-In-Fact for GAPCO.
Exhibit 4: Stockholder Agreement dated as of September 21, 1999 by and among
each of the stockholders of FICS listed on the signature page
thereto and the stockholders of the Company named on Schedule I
thereto.
Exhibit 2.3 Share Purchase Agreement II incorporated herein by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with
the SEC on September 23, 1999. Stock
Exhibit 10.1 Stock Purchase Agreement II incorporated herein by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed with
the SEC on September 23, 1999.
<PAGE>
814279105 Page 11 of 22 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of November 24, 1999.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 20, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 52, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
814279105 Page 12 of 22 Pages
EXHIBIT 1
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is accurate.
Dated: November 24, 1999
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 20, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 52, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
<PAGE>
814279105 Page 13 of 22 Pages
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
--------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
814279105 Page 14 of 22 Pages
EXHIBIT 2
to SCHEDULE 13D
GENERAL ATLANTIC PARTNERS, LLC
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
The undersigned, General Atlantic Partners, LLC, a Delaware limited
liability company, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Limited Liability Company"), by its
Managing Member, Steven A. Denning, a U.S. citizen of full legal age, domiciled
at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street,
Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Limited
Liability Company, as fully to all intents and purposes as a Managing Member
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact may lawfully do or cause to be done. This power of attorney
shall expire on December 31, 1999.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Steven A. Denning
-------------------------
Steven A. Denning
Managing Member
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 30th day of December, 1998, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
814279105 Page 15 of 22 Pages
EXHIBIT 3
to SCHEDULE 13D
GAP COINVESTMENT PARTNERS, L.P.
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
The undersigned, GAP Coinvestment Partners, L.P., a Delaware limited
partnership, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Partnership"), by its Managing
General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled
at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street,
Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Partnership as
fully to all intents and purposes as a General Partner might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done. This power of attorney shall expire on December
31, 1999.
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Steven A. Denning
-------------------------
Steven A. Denning
Managing Member
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 30th day of December, 1998, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
814279105 Page 16 of 22 Pages
EXHIBIT 4
to SCHEDULE 13D
S1
STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT, dated as of September 21, 1999, is entered
into by and among each of the stockholders of FICS Group N.V., a Belgian
corporation (naamloze vennootschap ("N.V.")) ("FICS"), listed on the signature
page of this Stockholder Agreement (collectively, the "FICS Stockholders"), and
the stockholders of Security First Technologies Corporation, a Delaware
corporation ("S1"), named on Schedule I hereto (collectively, the
"Stockholders") who are directors, executive officers or other affiliates of S1
(for purposes of Rule 145 under the Securities Act of 1933, as amended).
WHEREAS, S1, the FICS Stockholders, S1 Europe Holdings N.V., a Belgian
corporation ("S1 Holdings"), and FICS have entered into that certain Share
Purchase Agreement II, dated as of September 21, 1999 (the "Agreement"), which
is conditioned upon, and requires, the execution of this Stockholder Agreement
and which provides for, among other things, the acquisition of all or
substantially all of the capital stock of FICS by S1 Holdings (the
"Transaction"); and
WHEREAS, in order to induce the FICS Stockholders to enter into or
proceed with the Agreement, the Stockholders represent and warrant that the
facts provided herein are accurate as to each of the Stockholders set froth
herein, and each of the Stockholders agrees to, among other things, vote in
favor of the Agreement, the Transaction and the other transactions contemplated
by the Agreement in his/her capacity as a stockholder of S1.
NOW, THEREFORE in consideration of the premises, the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Ownership of S1 Common Stock. Each Stockholder represents and
warrants that the number of shares of S1 common stock, par value $.01 per share
("S1 Common Stock"), set forth opposite such Stockholder's name on Schedule I
hereto is the total number of shares of S1 Common Stock over which such person
has "beneficial ownership" within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, except that the provisions of Rule
13d-3(d)(1)(i) shall be considered without any limit as to time.
2. Agreements of the Stockholders. Each Stockholder covenants and
agrees that:
(a) Such Stockholder shall, at any meeting of the holders of S1 Common
Stock called for the purpose, vote or cause to be voted all shares of S1 Common
Stock with respect to which such Stockholder has the right to vote (whether
owned as of the date hereof or hereafter
<PAGE>
814279105 Page 17 of 22 Pages
acquired) in favor of the Agreement, the Transaction and the other transactions
contemplated by the Agreement.
(b) Prior to the Closing Date, except as otherwise expressly permitted
hereby, such Stockholder shall not, sell, pledge, transfer or otherwise dispose
of his/her shares of S1 Common Stock; provided, however, that this Section 2(b)
shall not apply to a pledge existing as of the date hereof.
3. Successors and Assigns. A Stockholder may sell, pledge, transfer or
otherwise dispose of his/her shares of S1 Common Stock, provided that such
Stockholder obtains the prior written consent of a number of FICS Stockholders
that together own a majority of the capital stock of FICS and that any acquirer
of such S1 Common Stock agrees in writing to be bound by this Stockholder
Agreement.
4. Specific Performance; Termination. The parties agree and intend that
this Stockholder Agreement be a valid and binding agreement enforceable against
the parties hereto and that damages and other remedies at law for the breach of
this Stockholder Agreement are inadequate. Each of the Stockholders agrees that
irreparable damage to the FICS Stockholders would occur in the event that the
provisions of this Stockholder Agreement were not performed in accordance with
its specific terms or were otherwise breached by any of the Stockholders. It is
accordingly agreed that the FICS Stockholders shall be entitled to an injunction
ro injunctions to prevent breaches of this Stockholder Agreement by any of the
Stockholders and to enforce specifically the terms and provisions hereof in any
court of the United States or any state having jurisdiction, this being in
addition to any other remedy to which S1 is entitled at law or in equity. This
Stockholder Agreement may be terminated at any time prior to the consummation of
the Transaction by the mutual written consent of the parties hereto and shall be
automatically terminated in the event that the Agreement is terminated in
accordance with its terms.
5. Notices. Notices may be provided to the FICS Stockholders and the
Stockholders in the manner specified in the Agreement, with all notices to the
Stockholders being provided to them at the addresses set forth at Schedule I.
6. Governing Law. This Stockholder Agreement shall be governed by the
laws of the State of Delaware, without giving effect to the principles of
conflicts of laws thereof.
7. Counterparts. This Stockholder Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same and each of
which shall be deemed an original.
8. Headings. The section headings contained herein are for reference
purpose only and shall not affect in any way the meaning or interpretation of
this Stockholder Agreement.
<PAGE>
814279105 Page 18 of 22 Pages
9. Definitions. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Agreement.
<PAGE>
814279105 Page 19 of 22 Pages
IN WITNESS WHEREOF, each of the FICS Stockholders and the Stockholders
have caused this Stockholder Agreement to be executed and delivered as of the
day and year first above written.
FICS STOCKHOLDERS
/s/ Michel Akkermans
- --------------------
MICHEL AKKERMANS
PAMICA N.V.
By: /s/ Michel Akkermans
- ------------------------
Name:
Title:
GENERAL ATLANTIC PARTNERS 20, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC, its General Partner
By: /s/ David C. Hodgson
- ------------------------
Name: David C. Hodgson
Title: A Managing Member
GENERAL ATLANTIC PARTNERS 52, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC, its General Partner
By: /s/ David C. Hodgson
- ------------------------
Name: David C. Hodgson
Title: A Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ David C. Hodgson
- ------------------------
Name: David C. Hodgson
Title: A General Partner
<PAGE>
814279105 Page 20 of 22 Pages
GIMV N.V.
By: /s/ Guan Acker /s/ Herman Daens
- ----------------------------------------
Name: Guan Acker Herman Daens
Title: CEO-President Chairman
/s/ Guy Moons
- -------------
GUY MOONS
/s/ Steven Van Rossen
- ---------------------
STEVEN VAN ROSSEN
/s/ Nadine Quaeyhaegens
- -----------------------
NADINE QUAEYHAEGENS
/s/ Etienne Castiaux
- --------------------
ETIENNE CASTIAUX
/s/ Goort Gelten
- ----------------
GOORT GELTEN
/s/ Loek Van Den Boog
- ---------------------
LOEK VAN DEN BOOG
/s/ Fredrick Dumas
- ------------------
FREDRICK DUMAS
<PAGE>
814279105 Page 21 of 22 Pages
UNICO PORTFOLIO LTD.
By: /s/ Marcela Tejeria A.
- --------------------------
Name: MARCELA TEJEIRA A.
Title: President
By: /s/ Shona Louise White
- --------------------------
Name: SHONA LOUISE WHITE
Title: Secretary
<PAGE>
814279105 Page 22 of 22 Pages
THE STOCKHOLDERS:
/s/ James S. Mahan III
- ----------------------
James S. Mahan III
/s/ Robert F. Stockwell
- -----------------------
Robert F. Stockwell
/s/ Daniel H. Drechsel
- ----------------------
Daniel H. Drechsel
/s/ Robert W. Copelan, D.V.M.
- -----------------------------
Robert W. Copelan, D.V.M.
/s/ Dorsey R. Gardner
- ---------------------
Dorsey R. Gardner
/s/ Joseph S. McCall
- --------------------
Joseph S. McCall
/s/ Howard J. Runnion, Jr.
- --------------------------
Howard J. Runnion, Jr.
/s/ Jackson L. Wilson
- ---------------------
Jackson L. Wilson
