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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): May 25, 2000
S1 CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 000-24931 58-2395199
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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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 5. OTHER EVENTS.
On May 25, 2000, S1 Corporation issued a press release announcing the
sale of 244,000 shares of its Series D Convertible Preferred Stock to State Farm
Mutual Automobile Insurance Company, ZG Investments, Ltd., Allianz Capital
Partners GmbH, Fleet Private Equity Co., Inc. and J.P. Morgan Ventures
Corporation for an aggregate purchase price of $244,000,000. A copy of the press
release is attached at Exhibit 99.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99 Press release dated May 25, 2000.
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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
(Registrant)
/s/ Robert Stockwell
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Robert Stockwell
Chief Financial Officer
Date: May 25, 2000
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Exhibit Index
99 Press release dated May 25, 2000.
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[S1 LETTERHEAD]
EXHIBIT 99
CONTACTS:
Bob Zwerneman Tracey Frederickson
Vice President, Investor Relations Sterling Hager PR for S1
S1 Corporation 617-926-6665 ext. 327
404-812-6225 [email protected]
[email protected]
S1 CORPORATION RECEIVES EQUITY INVESTMENTS FROM FIVE GLOBAL
FINANCIAL SERVICE PROVIDERS
-- COMMITMENTS SOLIDIFY S1'S LEADERSHIP POSITION IN THE EMERGING
EFINANCE MARKET --
ATLANTA, GA. - MAY 25, 2000 - S1 Corporation (NASDAQ: SONE), a leading
provider of Internet-based financial services solutions, announced today that it
has received equity investments, totaling US$244 million, from five of the
world's largest financial service providers. The organizations who have made
equity investments in S1 include affiliates of Zurich Financial Services Group
(SWX:ZUAN and LSE:ADZ), Allianz AG (DAX:G.ALL), FleetBoston Financial
Corporation (NYSE:FBF), J.P. Morgan (NYSE:JPM) and State Farm Mutual Automobile
Insurance Company. The additional capital will be used for S1's general
corporate purposes, including its mission to provide new and existing customers
with advanced access to emerging technologies that help create competitive
advantages in the rapidly evolving world of eFinance.
"As we continue to broaden and deepen our relationships with some of the
world's largest and most influential financial institutions, this vote of
confidence truly validates both our business model and our vision for the future
of eFinance," said James S. Mahan III, CEO of S1 Corporation. "Since our
inception, we have worked closely with our customers to leverage their expertise
and align our resources to help them meet their customers' needs. Today's
commitments take this strategy to a new level, further extending our global
relationships and enabling us to more rapidly execute on our plans to become the
dominant eFinance infrastructure provider on the planet."
Under the terms of the agreements, S1 will issue US$244 million in shares
of newly authorized series D convertible preferred stock. The series D
convertible preferred stock votes with S1's common stock, and has no
preferential dividend or liquidation rights. In total, the preferred stock is
convertible into an aggregate of 7,145,052 shares of S1 common stock at the
option of the holder or upon the occurrence of certain events, subject to
customary adjustments at an effective price of $34.15 per share.
"By aligning ourselves more closely with S1, Zurich Financial Services
and its subsidiaries will be uniquely positioned to drive our global businesses
with a dynamic,
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enterprise-wide financial solution that delivers value to our customers and our
shareholders," said Rolf Huppi, chairman and CEO of Zurich Financial Services.
"It is our belief that S1 has the vision, technology and experience to make the
concept of eFinance a reality in today's global online financial services
market. As an extension of our initial commitment to S1, we intend to utilize
the strengths of S1 to aggressively take our 35 million households online and
continue to add value to our customers."
According to Chad Gifford, president and chief operating officer, of
FleetBoston, "Its robust platform and list of marquis global customers and
partners makes S1 the leading provider who has the ability to deliver the proven
infrastructure required to support the largest global financial institutions. We
are already deploying S1's Corporate Suite and clearly plan to extend our
relationship with S1."
According to Dr. Friedrich Wobking, Member of the Board of Management of
Allianz Versicherungs AG and responsible for the international e-business
coordination within the Allianz Group, "As a global financial institution whose
many businesses will derive great benefits from innovations in eFinance, Allianz
believes it is important to align itself with technology leaders like S1. As an
investor, we see great potential for value creation with S1 and its focus on
eFinance."
According to Chris Ahearn, co-head of corporate development at LabMorgan,
"Our investment represents the beginning of our work with the S1 management team
in building, creating and investing in wholesale oriented eFinance companies
whose products and services can enhance the overall S1 platform. We look forward
to helping S1 continue to build out its corporate and wholesale arsenal."
ABOUT S1 CORPORATION
S1 (Nasdaq:SONE), the pioneer of Internet banking, is today's leading
global 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.
ABOUT STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY
Founded in 1922, State Farm Mutual Automobile Insurance Company has been
the United States' leading auto insurer since 1942 and the number one insurer of
homes since 1964. State Farm also provides life and health insurance. In
addition, the company's federal savings bank offers deposit and consumer loan
products. For more information, please visit http://www.statefarm.com.
ABOUT ZURICH FINANCIAL SERVICES
The Zurich Financial Services Group (SWX:ZUAN and LSE:ADZ) is a global
leader in the financial services industry, providing its customers with
solutions in the area of financial protection and asset accumulation. The Group
concentrates its activities in four core businesses:
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non-life and life insurance, reinsurance and asset management. Headquartered in
Zurich, Switzerland, the Group's worldwide presence builds on strong positions
in its three key markets: the United States, the United Kingdom and Switzerland.
It has offices in more than 60 countries reaching over 35 million customers and
employing 68,000 people. Based on consolidated figures for 1999, the Group
achieved gross premiums of USD 48 billion. This amount includes insurance
deposits as well as premiums from the Farmers Exchanges. The net income amounted
to USD 3.26 billion. On December 31, 1999, the Group had USD 442 billion of
assets under management of which USD 264 billion represent funds managed for
third-party institutional and retail customers. More information is available at
http://www.zurich.com.
ABOUT ALLIANZ GROUP
The Allianz Group is one of the world's leading global insurance
companies with gross premium income of 53 billion euros in the business year
1999 and a market capitalization of over 100 billion euros. Allianz is
represented in 77 countries around the globe with around 700 subsidiaries and
employs more than 114.200 people worldwide. Allianz AG in Munich, Germany, is
the lead company for the international Group. Over half of the Group's premium
income is generated outside Germany. Almost 70 percent of the Group's business
is in property and casualty insurance and 30 percent in life and health
insurance. At the end of 1997 Allianz designated asset management for private
and institutional investors as its third core business. Since that time Allianz
has steadily expanded this business segment. At the end of 1999 the Group had
assets under management approaching 400 billion euros. Investments for third
parties stood at around 30 billion euros. Among the largest member companies of
the Allianz Group are Assurances Generales de France (AGF) in France, Riunione
Adriatica di Sicurta (RAS) in Italy, Cornhill Insurance in Great Britain, as
well as Fireman's Fund Insurance Company and - since May 2000 - PIMCO Advisors
in the U.S.
ABOUT FLEETBOSTON FINANCIAL
FleetBoston Financial is the eighth-largest financial holding
company in the United States. An $187 billion diversified financial services
company, it offers a comprehensive array of innovative financial solutions to 20
million customers in more than 20 countries and territories. Among the company's
key lines of business are: retail banking, with over 1,250 branches and over
3,400 ATMs in the Northeast; commercial banking, including capital
markets/investment banking and commercial finance; investment services,
including discount brokerage; and full-service banking through more than 250
offices in Latin America. FleetBoston Financial is headquartered in Boston and
listed on the New York Stock Exchange (NYSE: FBF) and the Boston Stock Exchange
(BSE: FBF).
ABOUT LABMORGAN
LabMorgan is the e-finance unit of J.P. Morgan & Co. Incorporated. It
identifies, implements, and invests in e-finance ideas that shape the future of
financial services. The unit combines the capabilities of a classic incubator
and early-stage merchant bank with the premier brand, financial markets prowess,
content, and client reach of J.P. Morgan. LabMorgan provides
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a high-speed development environment for entrepreneurs with innovative e-finance
ideas and is a hub of technological innovation within the firm.
FORWARD-LOOKING STATEMENTS
The statements contained in this release that are forward-looking are based on
current expectations that are subject to a number of uncertainties and risks,
and actual results may differ materially. These forward-looking statements are
not guarantees of future performance and are subject to risks and uncertainties
that could cause actual results to differ materially from the results
contemplated by the forward-looking statements. These risks and uncertainties
include, but are in no way limited to:
- the possibility that the anticipated benefits from our
recent acquisition transactions will not be fully realized;
- the possibility that costs or difficulties related to our
integration of recent acquisitions will be greater than
expected;
- our dependence on the timely development, introduction and
customs acceptance of new internet services;
- rapidly changing technology and shifting demand
requirements and internet usage patterns;
- other risks and uncertainties, including the impact of
competitive services, products and prices, the unsettled
conditions in the internet and other high-technology
industries and the ability to attract and retain key
personnel; and
- other risk factors as may be detailed from time to time in
our public announcements and filings with the SEC,
including the Company's annual report on Form 10-K for the
year ended December 31, 1999.
In addition, nothing in the press release should be viewed as an update or
comment on earlier forward looking statements provided by S1 Corporation. As
noted above, because actual results, performance or developments may differ
materially from forward-looking statements, S1 will not update such statements
over the course of future periods.
The series D preferred stock being offered has not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration under the
Securities Act.
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