<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2000
Registration No. 333-82711
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
Post-Effective
Amendment No. 1
To Form S-4 on
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------
S1 CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
58-2395199
(IRS employer identification number)
3390 Peachtree Road, NE
Suite 1700
Atlanta, Georgia 30326
(404) 812-6200
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
------------------------
Edify Corporation 1996 Equity Incentive Plan
Edify Corporation 1996 Directors Stock Option Plan
Edify Corporation 1990 Stock Option Plan
VerticalOne Corporation 1998 Stock Option Plan
FICS Group Holding Inc. 1998 Stock Plan
(Full title of the Plans)
------------------------
Robert F. Stockwell
Chief Financial Officer
S1 Corporation
3390 Peachtree Road, NE
Suite 1700
Atlanta, Georgia 30326
(404) 812-6780
(Name, address and telephone number of Agent for Service)
Copy to:
Stuart G. Stein, Esq.
Daniel Keating, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-8575
------------------------
===============================================================================
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COMMON STOCK TO BE REMOVED FROM REGISTRATION
S1 Corporation ("S1") filed a Registration Statement on Form S-4
(File No. 333-82711) with the Securities and Exchange Commission (the "SEC") on
July 13, 1999, as amended by Pre-Effective Amendment No. 1 thereto filed with
the SEC on October 12, 1999, pursuant to which it registered the offer and sale
of 32,330,682 shares of common stock, par value $.01 per share, of S1 ("Common
Stock") in connection with its proposed acquisitions of Edify Corporation, FICS
Group N.V. and VerticalOne Corporation. The closing of the Edify and
VerticalOne acquisitions occurred on November 10, 1999, and in connection
therewith 5,966,333 shares of Common Stock have been issued with respect to the
Edify acquisition and 3,842,487 shares of Common Stock have been issued with
respect to the VerticalOne acquisition. The closing of the FICS acquisition
occurred on November 18, 1999, and in connection therewith 10,000,000 shares of
Common Stock have been issued. S1 reserves 4,500,000 previously registered
shares for issuance to the former FICS shareholders in connection with the FICS
earn out. Pursuant to this Post-Effective Amendment on Form S-8, S1 registers
on such Form 6,014,646 previously registered shares for issuance under Edify's
1996 Equity Incentive Plan, 1996 Directors Stock Option Plan and 1990 Stock
Option Plan, VerticalOne's 1998 Stock Option Plan and FICS Group Holdings,
Inc.'s 1998 Stock Plan. The remaining 2,007,216 shares of Common Stock
previously registered are hereby removed from registration as required by S1's
undertaking in the Registration Statement, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the SEC either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference pursuant to Item 3 of
Part II of this registration statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
S1 hereby incorporates by reference into this registration
statement the following documents filed by it with the SEC:
(a) S1's annual report on Form 10-K for the 12 months
ended December 31, 1998.
(b) S1's quarterly reports on Form 10-Q for the quarters
ended March 31, June 30, and September 30, 1999, and
current reports on Form 8-K filed April 28, May 21,
August 5, September 8, September 23, October 1,
November 1, November 9, November 18, December 3 and
December 15, 1999.
(c) The description of Common Stock contained in S1's
registration statement on Form 8-A filed with the SEC
on September 30, 1998, including any amendment or
report filed for the purpose of updating such
description.
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In addition, all documents and reports filed by S1 subsequent
to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be part hereof from the date of filing of such documents or reports.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware sets forth certain circumstances under which directors, officers,
employees and agents may be indemnified against liability that they may incur
in their capacity as such. Section 6 of S1's amended and restated certificate
of incorporation provides for indemnification of S1's directors, officers,
employees and agents under certain circumstances.
Section 6 of S1's amended and restated certificate of
incorporation, which was previously filed as Exhibit 3.1 to the Registration
Statement, is incorporated into this document by reference.
S1 also has the power to purchase and maintain insurance on
behalf of its directors, officers, employees and agents and certain other
persons. S1 has in effect a policy of liability insurance covering its
directors and officers, the effect of which is to reimburse its directors and
officers against certain damages and expenses resulting from certain claims
made against them caused by their negligent act, error or omission.
The foregoing indemnity and insurance provisions have the
effect of reducing directors' and officers' exposure to personal liability for
actions taken in connection with their respective positions.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of S1 pursuant to the foregoing provisions, or otherwise, S1 has been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by S1 of expenses incurred or paid by a director, officer or
controlling person of S1 in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, S1 will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
4.1 Specimen common stock certificate (Incorporated by reference to Exhibit 3.1
to S1's registration statement on Form 8-A (File No. 000-24931) filed with
the SEC on September 30, 1998.)
4.2 Specimen certificate for S1's Series A Convertible Preferred Stock
(Incorporated by reference to Exhibit 4.2 to S1's Annual Report on Form
10-K for the fiscal year ended December 31, 1998 (File No. 000-24931)
filed with the SEC on March 31, 1999.)
4.3 Specimen certificate for S1's Series B Convertible Redeemable Preferred
Stock (Incorporated by reference to Exhibit 4.3 to S1's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 (File No. 000-24931)
filed with the SEC on March 31, 1999.)
4.4 Specimen certificate for S1's Series C Redeemable Convertible Preferred
Stock (Incorporated by reference to Exhibit 4 to S1's Quarterly Report on
Form 10-Q for the quarterly period ending March 31, 1999 (File No.
000-24931) filed with the SEC on May 17, 1999.)
5.1 Opinion of Nancy Kenley, Esq. as to the validity of the securities
registered hereunder, including the consent of Ms. Kenley.
23.1 Consent of KPMG LLP.
23.2 Consent of Nancy Kenley, Esq. (included in her opinion filed as Exhibit 5.1
hereto).
24* Power of Attorney.
99.1 Section 145 of the Delaware General Corporation Law.
</TABLE>
-----------------------
* previously filed
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
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(ii) To reflect in the prospectus any
facts or events arising after the effective date of
the registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in the
registration statement.
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liability arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant or expenses incurred or
paid by a director, officer or controlling person in successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Atlanta, state of Georgia on January 13, 2000.
S1 CORPORATION
By: /s/ James S. Mahan, III
----------------------------------
James S. Mahan, III
Chairman, Chief Executive Officer,
President and Director (Principal
Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 13th day of January, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ James S. Mahan, III Chairman, Chief Executive Officer,
----------------------- President and Director (Principal
James S. Mahan, III Executive Officer)
/s/ Robert F. Stockwell Chief Financial Officer and Treasurer
----------------------- (Principal Financial Officer and
Robert F. Stockwell Principal Accounting Officer)
/s/ Robert W. Copelan* Director
----------------------
Robert W. Copelan
/s/ Dorsey R. Gardner* Director
----------------------
Dorsey R. Gardner
/s/ Joseph S. McCall* Director
---------------------
Joseph S. McCall
/s/ Howard J. Runnion, Jr.* Director
---------------------------
Howard J. Runnion, Jr.
/s/ Jackson L. Wilson, Jr.* Director
---------------------------
Jackson L. Wilson, Jr.
Director
---------------------------
Gregg Freishtat
</TABLE>
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<TABLE>
<S> <C> <C>
Director
---------------------------
Michel Akkermans
Director
---------------------------
David Hodgson
By: /s/ Robert F. Stockwell
-----------------------
*By Power of Attorney
Robert F. Stockwell
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
--- -------
<S> <C>
4.1 Specimen common stock certificate (Incorporated by reference to Exhibit 3.1
to S1's registration statement on Form 8-A (File No. 000-24931) filed with
the SEC on September 30, 1998.)
4.2 Specimen certificate for S1's Series A Convertible Preferred Stock
(Incorporated by reference to Exhibit 4.2 to S1's Annual Report on Form
10-K for the fiscal year ended December 31, 1998 (File No. 000-24931)
filed with the SEC on March 31, 1999.)
4.3 Specimen certificate for S1's Series B Convertible Redeemable Preferred
Stock (Incorporated by reference to Exhibit 4.3 to S1's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 (File No. 000-24931)
filed with the SEC on March 31, 1999.)
4.4 Specimen certificate for S1's Series C Redeemable Convertible Preferred
Stock (Incorporated by reference to Exhibit 4 to S1's Quarterly Report on
Form 10-Q for the quarterly period ending March 31, 1999 (File No.
000-24931) filed with the SEC on May 17, 1999.)
5.1 Opinion of Nancy Kenley, Esq. as to the validity of the securities
registered hereunder, including the consent of Ms. Kenley.
23.1 Consent of KPMG LLP.
23.2 Consent of Nancy Kenley, Esq. (included in her opinion filed as Exhibit 5.1
hereto).
24* Power of Attorney.
99.1 Section 145 of the Delaware General Corporation Law.
</TABLE>
- - ----------------
* previously filed
<PAGE> 1
EXHIBIT 5.1
LEGAL OPINION OF NANCY KENLEY, ESQ.
January 10, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: S1 Corporation
Edify Corporation 1996 Equity Incentive Plan
Edify Corporation 1996 Directors Stock Option Plan
Edify Corporation 1990 Stock Option Plan
VerticalOne Corporation 1998 Stock Option Plan
FICS Group Holding Inc. 1998 Stock Plan
Post-Effective Amendment to Registration Statement on Form S-8
Gentlemen and Ladies:
As Corporate Legal Counsel to S1 Corporation, a Delaware
corporation ("S1"), I am familiar with its corporate affairs and particularly
with the corporate proceedings relating to (i) the Agreement and Plan of Merger
between S1 and Edify Corporation and the Edify Corporation 1996 Equity
Incentive Plan, the Edify Corporation 1996 Directors Stock Option Plan and the
Edify Corporation 1990 Stock Option Plan, (ii) the Agreement and Plan of Merger
between S1 and VerticalOne Corporation and the VerticalOne Corporation 1998
Stock Option Plan, and (iii) the Stock Purchase Agreement II between S1 and the
shareholders of FICS Group N.V. and the FICS Group Holding Inc. 1998 Stock Plan
(collectively, the "Plans").
Based upon the above, I am of the opinion that the shares of common
stock, par value $0.01 per share, of S1 to be issued pursuant to the terms of
the Plans have been duly authorized and, upon payment therefore in accordance
with the terms of the Plans, will be validly issued, fully paid and
non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 of
Post-Effective Amendment No. 1 to Registration Statement No. 333-82711 on Form
S-8, which is being filed by S1 with the Securities and Exchange Commission to
register the shares of common stock to be offered pursuant to the Plans.
Very truly yours,
/s/ Nancy Kenley
Corporate Legal Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to the Registration Statement of S1 Corporation on Form S-4 on Form S-8
(File No. 333-82711) pertaining to the 1996 Equity Incentive Plan, the 1996
Directors Stock Option Plan, the 1990 Stock Option Plan, the 1998 Stock Option
Plan, and the 1998 Stock Plan of our reports dated February 4, 1999, relating
to the consolidated balance sheets of S1 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
reports appear in the December 31, 1998 annual report on Form 10-K of S1
Corporation.
/s/ KPMG LLP
Atlanta, Georgia
January 5, 2000
<PAGE> 1
EXHIBIT 99.1
145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE.
(a) A corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other Court
shall deem proper.
(c) To the extent that a present or former director
or officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and
(b) of this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and
(b) of this section(unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or agent
is proper in the circumstances because the person has met the applicable
standard of conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a
<PAGE> 2
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in this section.
Such expenses (including attorneys' fees) incurred by former directors and
officers or other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this section
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office.
(g) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such
liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation(including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to
the resulting or surviving corporation as such person would have with respect
to such constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in
a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the corporation"
as referred to in this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with
exclusive jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this
<PAGE> 3
section or under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys' fees).
