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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 26, 2000
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 5. OTHER EVENTS.
Effective May 26, 2000, S1 Corporation ("S1") completed a
transaction that resulted in equity investments in S1 totaling US $244 million
by ZG Investments, Ltd., State Farm Mutual Automobile Insurance Company, Allianz
Capital Partners GmbH, Fleet Private Equity Co., Inc. and J.P. Morgan Ventures
Corporation (the "Purchasers"). Under the terms of the Stock Purchase Agreement
dated as of May 25, 2000, by and among S1 and the Purchasers (the "Stock
Purchase Agreement"), S1 issued an aggregate of 244,000 shares of newly
authorized Series D Convertible Preferred Stock to the Purchasers. The specimen
certificate for S1's Series D Convertible Preferred Stock is filed at Exhibit 4
hereto, and the terms of such securities are set forth in the Certificate of
Designation filed at Exhibit 3 hereto.
Copies of the Stock Purchase Agreement and the related Registration
Rights Agreement, dated as of May 25, 2000, by and among S1 and the Purchasers,
are filed at Exhibits 10.1 and 10.2 hereto, respectively, and incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
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<CAPTION>
Exhibit
No. Description
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<S> <C>
3 Certificate of Designations for S1's Series D Convertible
Preferred Stock.
4 Specimen certificate for S1's Series D Convertible Preferred
Stock.
10.1 Stock Purchase Agreement, dated as of May 25, 2000, by and
among S1 and the Purchasers.
10.2 Registration Rights Agreement, dated as of May 25, 2000, by
and among S1 Corporation and the Purchasers.
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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/ Robert Stockwell
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Robert F. Stockwell
Chief Financial Officer
Date: June 7, 2000
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No. Description
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<S> <C>
3 Certificate of Designations for S1's Series D Convertible
Preferred Stock.
4 Specimen certificate for S1's Series D Convertible Preferred
Stock.
10.1 Stock Purchase Agreement, dated as of May 25, 2000, by and
among S1 and the Purchasers.
10.2 Registration Rights Agreement, dated as of May 25, 2000, by
and among S1 Corporation and the Purchasers.
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