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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
Date of Report (Date of earliest event reported): November 18, 1999
S1 CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-24931 58-2395199
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3390 PEACHTREE ROAD, NE, SUITE 1700, ATLANTA, GEORGIA 30326
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(Address of principal executive offices)
Registrant's telephone number, including area code: (404) 812-6200
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 18, 1999, S1 Corporation's ("S1") Belgian subsidiary, S1
Europe Holdings C.V.A., completed its acquisition of FICS Group, N.V., a Belgian
corporation (naamloze vennootschap ("N.V.")) ("FICS"), by acquiring all of the
outstanding shares of capital stock of FICS and issuing to the former
shareholders of FICS 10,000,000 shares of S1 common stock (excluding options to
purchase FICS common stock that were converted into options to purchase S1
common stock at the option conversion number) (the "FICS Acquisition").
S1's stockholders approved the issuance of shares of S1 common stock
relating to the FICS Acquisition on November 10, 1999. In connection with the
FICS Acquisition, S1's Board of Directors appointed Michel Akkermans and David
Hodgson to serve on the Board of Directors of S1.
The press release related to the FICS Acquisition is attached at Exhibit
99.1.
S1's registration statement on Form S-4 (File No. 333-82711), as amended
(the "Registration Statement"), sets forth certain additional information
regarding the FICS Acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The following audited financial statements of FICS previously have been
filed with the Securities and Exchange Commission (the "SEC") as part of the
Registration Statement and are incorporated herein by reference:
-- Report of Independent Accountants.
-- Consolidated Balance Sheets as of December 31, 1998 and
1997.
-- Consolidated Statements of Operations for years ended
December 31, 1998, 1997 and 1996.
-- Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996.
-- Notes to Consolidated Financial Statements.
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The following unaudited financial statements of FICS have previously
been filed with the SEC as part of the Registration Statement and are
incorporated herein by reference:
-- Introductory Note to Unaudited Interim Financial
Statements.
-- Consolidated Balance Sheets - June 30, 1999 and
December 31, 1998.
-- Consolidated Statement of Operations - Six Months ended
June 30, 1999 and 1998.
-- Consolidated Statement of Cash Flows - Six Months ended
June 30, 1999 and 1998.
-- Notes to Consolidated Financial Statements.
(b) Pro forma financial information
The required pro forma financial information of S1 and FICS has
previously been filed with the SEC as part of the Registration Statement and is
incorporated herein by reference.
(c) Exhibits
2.1 Share Purchase Agreement II by and among S1 Europe
Holdings C.V.A., a Belgian corporation and a subsidiary of
S1 Corporation, the stockholders of FICS Group N.V. who
are signatories thereto, and as may be joined by other
stockholders from time to time, and for the limited
purposes therein, S1 Corporation and FICS Group N.V.,
dated September 21, 1999 (incorporated herein by reference
to Exhibit 2.1 to the Current Report on Form 8-K filed
with the SEC by S1 on September 23, 1999).
10.1 Stock Purchase Agreement II, by and among S1 Corporation,
the individuals and entities who are signatories thereto,
and as may be joined by other individuals and entities
from time to time, and FICS Group N.V. for the limited
purposes set forth therein, dated September 21, 1999
(incorporated herein by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed with the SEC by S1 on
September 23, 1999).
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23.1 Consent of PricewaterhouseCoopers & Co. Bedrijfsrevisoren
regarding FICS financial statements.
99.1 Press release.
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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
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(Registrant)
/s/ Lisa Wilkie
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Lisa Wilkie
Controller
Date: December 3, 1999
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INDEX TO EXHIBITS
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Exhibit No. Description Page
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2.1 Share Purchase Agreement II by and among S1 Europe Holdings
C.V.A., a Belgian corporation and a subsidiary of S1, the
stockholders of FICS Group N.V. who are signatories thereto,
and as may be joined by other stockholders from time to time,
and for the limited purposes therein, S1 and FICS Group N.V.,
dated September 21, 1999 (incorporated herein by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed with the
SEC by S1 on September 23, 1999.)
10.1 Stock Purchase Agreement II, by and among S1, the individuals
and entities who are signatories thereto, and as may be
joined by other individuals and entities from time to time,
and FICS Group N.V. for the limited purposes set forth
therein, dated September 21, 1999 (incorporated herein by
reference to Exhibit 10.1 to the Current Report on Form 8-K
filed with the SEC by S1 on September 23, 1999).
23.1 Consent of PricewaterhouseCoopers & Co. Bedrijfsrevisoren
regarding FICS financial statements.
99.1 Press release.
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[PRICEWATERHOUSECOOPERS LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
Gentlemen,
We hereby consent to the incorporation by reference to our Report dated April 9,
1999, except for Note 12, which is as of October 6, 1999 relating to the
Financial statements of FICS Group N.V. as incorporated in the Current Report
on Form 8-K dated November 18, 1999.
PRICEWATERHOUSECOOPERS
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PricewaterhouseCoopers Bredrijfrevisoren bevbs
Brussel, Belgium.
November 18, 1999
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EXHIBIT 99.1
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CONTACTS:
Financial/Investor: Media:
Bob Zwerneman Chris Nabors Tracey Frederickson
Vice President of Investor Relations Dir. Of Comm Sr. Account Executive
S1 Corporation S1 Corporation Sterling Hager, Inc.
404-812-6225 404-812-6775 617-926-6665 x126
[email protected] [email protected] [email protected]
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S1 CORPORATION COMPLETES ACQUISITION OF FICS GROUP
-- S1 CONTINUES TO EXECUTE ON ITS AGGRESSIVE ACQUISITION STRATEGY; BECOMES
WORLD'S LARGEST INNOVATOR OF INTERNET-BASED FINANCIAL SOLUTIONS --
ATLANTA - NOVEMBER 19, 1999 -- S1 Corporation (NASDAQ: SONE) today announced
that it has completed its acquisition of FICS Group, N.V., a privately-held
company based in Brussels, Belgium. This strategic acquisition provides S1 with
an established international presence and enables the company to leverage FICS'
highly regarded corporate banking and financial reporting expertise. S1 also
gains additional blue chip customers, expanding its customer base to include 21
of the top 50 financial institutions worldwide.
S1 is integrating FICS' online corporate banking solutions into its
product family to further enhance its core offerings. Furthermore, S1 will gain
a global distribution network with sales forces in 11 countries and experience
with banking payment systems and regulatory requirements. It will leverage FICS'
research and development efforts in cutting-edge technologies such as wireless
access, e-purses, smart cards, and biometric authentication. In addition, S1 has
established a separate division for FICS' Financial Reporting System , which
will continue to deliver leading financial reporting solutions.
In the transaction, S1 issued 10 million shares of its common stock and
acquired all the FICS shares. FICS stockholders are also entitled to receive up
to an additional 4.5 million shares under an "earn-out" if FICS meets certain
financial goals through 2002. In addition, the
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currently outstanding options held by FICS employees convert into options for
approximately 1.2 million shares of S1 common stock. Furthermore, S1 is granting
an additional 2.8 million S1 options to FICS employees.
"This acquisition, coupled with our recent acquisitions of Edify and
VerticalOne, clearly establishes S1 as the defining force in the Internet-based
financial services industry," said James S. Mahan III, S1 CEO. "Furthermore, it
provides evidence of the global scope of our vision and our ability to
anticipate and address the needs and challenges faced by today's leading
financial institutions."
ABOUT S1 CORPORATION
S1 (NASDAQ:SONE), the pioneer of Internet banking, is today's leading
provider of innovative Internet-based financial services solutions worldwide. S1
offers a broad range of applications that empower financial organizations to
increase revenue, strengthen customer relationships and gain competitive
advantage by meeting the evolving needs of their customers across various lines
of business, market segments and delivery channels. Through its professional
services organization, S1's applications can be implemented in-house or
outsourced to the S1 Data Center. Additional information about S1 is available
at http://www.s1.com.
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