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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 10, 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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SECURITY FIRST TECHNOLOGIES CORPORATION
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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 10, 1999, S1 Corporation, a Delaware corporation ("S1"),
completed its acquisition (the "Edify Merger") of the assets and business of
Edify Corporation, a Delaware corporation ("Edify"), pursuant to an Agreement
and Plan of Merger, dated May 16, 1999 (the "Edify Merger Agreement"). Edify
stockholders approved the Edify Merger Agreement and the Edify Merger at a
special meeting held on November 10, 1999. S1's stockholders approved the
issuance of shares of S1 common stock, par value $.01 per share ("S1 Common
Stock"), in connection with the Edify Merger on November 10, 1999. In
connection with the Edify Merger, S1's Board of Directors appointed Jeffrey M.
Crowe to serve on S1's Board of Directors. Upon the effective time of the Edify
Merger, Mr. Crowe determined not to accept the appointment and resigned from
the Board of Directors of S1.
In accordance with the provisions of the Edify Merger Agreement, the Edify
Merger was effected on a stock for stock basis in a tax-free exchange. Each
issued and outstanding share of Edify common stock, par value $.001 per share
("Edify Common Stock") converted into 0.330969 of a share of S1 Common Stock
(excluding options to purchase Edify Common Stock that were not exercised prior
to the effective time of the acquisition and which were converted into options
to purchase S1 Common Stock at the exchange ratio), plus cash in lieu of
fractional shares.
The press release related to the closing of the Edify Merger is attached
at Exhibit 99.1.
On November 10, 1999, S1 completed its acquisition (the "VerticalOne
Merger") of the assets and business of VerticalOne Corporation, a Delaware
corporation ("Vertical One"), pursuant to an Agreement and Plan of Merger, dated
September 23, 1999, (the "VerticalOne Merger Agreement"). VerticalOne
stockholders approved the VerticalOne Merger Agreement and the VerticalOne
Merger at a special meeting held on November 10, 1999. S1's stockholders
approved the issuance of shares of S1 Common Stock in connection with the
VerticalOne Merger on November 10, 1999. In connection with the VerticalOne
Merger, S1's Board of Directors appointed Gregg Freishtat to serve on S1's Board
of Directors.
In accordance with the provisions of the VerticalOne Merger Agreement, the
VerticalOne Merger was effected on a stock for stock basis in a tax-free
exchange. Each issued and outstanding share of VerticalOne common stock, par
value $.001 per share ("VerticalOne Common Stock") converted into 0.1903 of a
share of S1 Common Stock and a contingent right to receive up to 0.0097 of a
share of S1 Common Stock (excluding options to purchase VerticalOne Common Stock
that were not exercised prior to the effective time of the acquisition and which
were converted into options to purchase S1 Common Stock at the exchange ratio),
plus cash in lieu of fractional shares.
The press release related to the closing of the VerticalOne Merger is
attached at Exhibit 99.2.
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S1's registration statement on Form S-4 (File No. 333-82711), as amended
(the "Registration Statement"), sets forth certain additional information
regarding the Edify Merger and the VerticalOne Merger.
ITEM 5. OTHER EVENTS.
On November 10, 1999, S1 filed a certificate of amendment to its Amended
and Restated Certificate of Incorporation changing the name of S1 to "S1
Corporation."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The following audited financial statements of Edify previously have been
filed with the Securities and Exchange Commission (the "SEC") as part of the
Registration Statement and are incorporated herein by reference:
-- Independent Auditor's Report.
-- Consolidated Balance Sheets as of December 31, 1998 and 1997.
-- Consolidated Statements of Income 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.
The following unaudited financial statements of Edify have previously been
filed with the SEC as part of the Registration Statement and are incorporated
herein by reference:
-- Consolidated Balance Sheets - June 30, 1999 and December 31,
1998.
-- Consolidated Statements of Income - Six Months ended June 30,
1999 and 1998.
-- Consolidated Statements of Cash Flows - Six Months ended June 30,
1999 and 1998.
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-- Notes to Consolidated Financial Statements.
The following audited financial statements of VerticalOne previously have
been filed with the SEC as part of the Registration Statement and are
incorporated herein by reference:
-- Independent Auditors' Report.
-- Consolidated Balance Sheet as of December 31, 1998.
-- Statements of Operations for the period from Inception (October
8, 1998) through December 31, 1998.
-- Statement of Cash Flows for the period of Inception (October 8,
1998) through December 31, 1998.
-- Notes to Financial Statements.
The following unaudited financial statements of VerticalOne have previously
been filed with the SEC as part of the Registration Statement and are
incorporated herein by reference:
-- Balance Sheet - June 30, 1999 and December 31, 1998.
-- Statements of Operations - Six Months ended June 30, 1999 and for
the period from Inception (October 8, 1998) through June 30,
1999.
-- Statements of Cash Flows - Six Months ended June 30, 1999 and for
the period from Inception (October 8, 1998) through June 30,
1999.
-- Notes to Financial Statements.
(b) Pro forma financial information
The required pro forma financial information of S1, Edify and VerticalOne
has previously been filed with the SEC as part of the Registration Statement and
is incorporated herein by reference.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of May 16, 1999, by and
among S1 Corporation, Sahara Strategy Corporation and Edify
(incorporated herein by reference to Exhibit
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2.2 to the Current Report on Form 8-K filed with the SEC by S1 on
May 21, 1999).
2.2 Agreement and Plan of Merger, dated as of September 23, 1999, by
and among S1 Corporation, VerticalOne Acquisition Corporation
and VerticalOne Corporation (incorporated herein by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC
by S1 on October 1, 1999).
23.1 Consent of KPMG LLP regarding Edify financial statements.
23.2 Consent of KPMG LLP regarding VerticalOne financial statements.
99.1 Press release regarding Edify transaction.
99.2 Press release regarding VerticalOne transaction.
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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: November 18, 1999
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INDEX TO EXHIBITS
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Exhibit No. Description Page
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2.1 Agreement and Plan of Merger, dated as of May 16, 1999, by
and among Security First Technologies Corporation, Sahara
Strategy Corporation and Edify (incorporated herein by
reference to Exhibit 2.2 to the Current Report on Form 8-K
filed with the SEC by S1 on May 21, 1999.)
2.2 Agreement and Plan of Merger, dated as of September 23,
1999, by and among Security First Technologies Corporation,
VerticalOne Acquisition Corporation and VerticalOne
Corporation (incorporated herein by reference to Exhibit 2.1
to the Current Report on Form 8-K filed with the SEC by S1
on October 1, 1999.)
23.1 Consent of KPMG LLP regarding Edify financial statements.
23.2 Consent of KPMG LLP regarding VerticalOne financial
statements.
99.1 Press release regarding Edify transaction.
99.2 Press release regarding VerticalOne transaction.
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CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
S1 Corporation
We consent to incorporation by reference in the current report on Form 8-K of
S1 Corporation, of our report dated January 25, 1999, with respect to the
consolidated balance sheets of Edify Corporation and subsidiary as of December
31, 1998, and 1997, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1998, and the related schedule, which report appears
in the December 31, 1998 annual report on Form 10-K of Edify Corporation.
/s/ KPMG LLP
Mountain View, California
November 15, 1999
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EXHIBIT 23.2
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
VerticalOne Corporation:
We consent to the incorporation by reference in the Form 8-K of Security First
Technologies Corporation of our report dated September 21, 1999, relating to the
balance sheet of VerticalOne Corporation as of December 31, 1998, and the
related statements of operations, shareholders' deficit, and cash flows for the
period from inception (October 8, 1998) through December 31, 1998, which report
appears in the registration statement on Form S-4 of Security First
Technologies Corporation dated October 12, 1999.
/s/ KPMG LLP
Atlanta, Georgia
November 17, 1999
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EXHIBIT 99.1
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CONTACTS:
Financial/Investor: Media:
Bob Zwerneman Marcy Theobald Tracey Frederickson
Vice President of Investor Relations PR Manager Sr. Account Executive
S1 Corporation S1 Corporation Sterling Hager, Inc.
404-812-6225 404-812-6254 617-926-6665 x126
[email protected] [email protected] [email protected]
</TABLE>
S1 CORPORATION COMPLETES ACQUISITION
OF EDIFY CORPORATION
-- S1 FURTHER EXECUTES ON ITS VISION TO EMPOWER
FINANCIAL INSTITUTIONS TO IMPROVE THEIR CUSTOMERS' WORLD --
ATLANTA, GA. - NOVEMBER 11, 1999 -- S1 Corporation (NASDAQ:SONE) today announced
that it has completed its acquisition of publicly-held Edify Corporation
(NASDAQ: EDFY) of Santa Clara, CA. S1 is incorporating Edify's Internet-based
financial services solutions into S1's product family to further enhance S1's
comprehensive offerings. Edify's voice e-Commerce business will be marketed
under the Edify brand as it maintains its identity as a strategic business unit
and wholly-owned subsidiary of S1 Corporation. With the completion of the
acquisition, S1 Corporation continues to aggressively execute on its commitment
to provide financial institutions with the most comprehensive and innovative
online solutions.
Under the terms of the agreement entered into on May 16, 1999, S1
Corporation has issued approximately 5.9 million shares of S1 common stock to
the former Edify stockholders. S1 also assumed options to purchase Edify common
stock, which converted into options to purchase approximately 1.5 million shares
of S1 common stock.
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"Through the addition of Edify's highly regarded small business technology,
we are continuing to enhance the S1 offering to deliver the most extensive
Internet-based solutions in the industry today," said James S. Mahan III, CEO S1
Corporation. "This acquisition demonstrates our ability to anticipate market
needs and execute on strategic opportunities that further establish our
leadership position."
ABOUT S1 CORPORATION
S1 (NASDAQ:SONE), the pioneer of Internet banking, is today's leading
provider of innovative Internet-based financial services solutions. 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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EXHIBIT 99.2
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CONTACTS:
Financial/Investor: Media:
Bob Zwerneman Marcy Theobald Sandra Dunn
VP of Investor Relations PR Manager VP of Marketing
S1 Corporation S1 Corporation VerticalOne Corporation
404-812-6225 404-812-6254 678-443-7913
[email protected] [email protected] [email protected]
</TABLE>
S1 CORPORATION COMPLETES ACQUISITION
OF VERTICALONE CORPORATION
-- S1 ADDS ANOTHER MAJOR MILESTONE IN EXECUTING ON ITS VISION TO
EMPOWER
FINANCIAL INSTITUTIONS TO IMPROVE THEIR CUSTOMERS' WORLD --
ATLANTA - NOVEMBER 11, 1999 -- S1 Corporation (NASDAQ:SONE) today announced that
it has completed its acquisition of Atlanta-based VerticalOne Corporation.
VerticalOne becomes a wholly-owned subsidiary of S1 Corporation and will
maintain its corporate identity as a leading consolidator, organizer and
presenter of personal account information via the Internet. With the completion
of this strategic acquisition, S1 Corporation continues to aggressively execute
on its commitment to provide innovative solutions that help financial
institutions deliver greater value to their customers and ultimately improve
their customers' worlds.
Under the terms of the agreement entered into on September 23, 1999, S1
Corporation issued approximately 3.86 million shares of S1 common stock to
VerticalOne shareholders. S1 also assumed options to purchase VerticalOne common
stock, which converted into options to purchase approximately 500 thousand
shares of S1 common stock and granted approximately 2 million additional options
to VerticalOne employees.
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"By joining forces with VerticalOne, S1 is uniquely positioned to enable
financial institutions to develop lasting, personal relationships with their
customers," said James S. Mahan III, CEO of S1 Corporation. "We are extremely
pleased to welcome the exceptional people of VerticalOne into the S1 family. S1
solutions will now be extended to enable financial institutions, for the first
time, to provide customers with a single, online view of all their personal and
financial data, regardless of the source of the account. Ultimately, this
capability will empower financial institutions to provide such a compelling and
personalized online experience that ordinary customers will inevitably become a
loyal community of return visitors."
In addition to applying its technology in support of financial services
solutions, VerticalOne will aggressively target and penetrate additional market
segments to capitalize on significant demand and market opportunity.
VerticalOne's strong relationships with leading Internet-based companies will be
maintained and expanded.
VerticalOne's distribution partners include GO Network, LookSmart, MyWay
(formerly Planet Direct), The Motley Fool, The Street.com, AnyDay.com, and
BellSouth(R) Buzz(sm), and are also accessible via the Palm VII(TM) organizer,
the first handheld solution for out-of-the-box wireless Internet access. Through
these partnerships, and others, VerticalOne's reach will extend to over 40
million Internet users, giving them one-stop access to all of their personal
accounts online.
ABOUT S1 CORPORATION
S1 (NASDAQ:SONE), the pioneer of Internet banking, is today's leading
provider of innovative Internet-based financial services solutions. 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
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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.
ABOUT VERTICALONE CORPORATION
Headquartered in Atlanta, VerticalOne Corporation is a privately held
company founded in 1998 to enable the next generation of Internet content
personalization services for consumers. VerticalOne has built the information
infrastructure that will empower Internet destination sites to offer their
online customers a single point-of-access to a wide variety of personal content
and account information including reward programs, communications, investments,
bank statements, and other bills or personal accounts. VerticalOne's Privacy
Statement is certified by both TRUSTe(sm) and BBBOnLine(R), and the company is
certified by Internet Security Systems (ISS).
More information about the company can be obtained from the World Wide Web at
http://www.verticalone.com or by email to [email protected].
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