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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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)
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Q-Up Systems, Inc. 1999 Stock Option Plan
(Full title of the Plan)
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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.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-8575
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(2) PER SHARE (1) PRICE (1)(2) FEE (1)(2)
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<S> <C> <C> <C> <C>
Common Stock 1,442,116 35.78125 51,600,713.13 13622.59
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended.
(2) The Registrant is registering 1,442,116 shares of its common stock, par
value $.01 per share, reserved for issuance pursuant to the Q-Up Systems, Inc.
1999 Stock Option Plan.
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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, 1999.
(b) Current report on Form 8-K filed on March 8, 2000.
Current report on Form 8-K filed on May 2, 2000.
Current report on Form 8-K filed on May 8, 2000.
(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.
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.
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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.
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit No. Exhibit
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<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.)
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3
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<TABLE>
<S> <C>
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 Opinion of Nancy Kenley, Esq. as to the validity of the
securities registered hereunder, including the consent of
Ms. Kenley.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Nancy Kenley, Esq. (included in her opinion filed
as Exhibit 5 hereto).
99.1 Section 145 of the Delaware General Corporation Law
(Incorporated by reference to Exhibit 99.1 to S1's
Post-Effective Amendment No. 1 to Form S-4 on Form S-8
(Registration No. 333-82711) filed with the SEC on January
19, 2000).
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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;
(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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offiered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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.
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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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act of 1934) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Rregistrant 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 May 15, 2000.
S1 CORPORATION
By: /s/ James S. Mahan III
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James S. Mahan, III
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 15th day of May, 2000.
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SIGNATURE TITLE
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<S> <C>
/s/ James S. Mahan III Chief Executive Officer, President and
- -------------------------------- Director (Principal Executive Officer)
James S. Mahan, III
/s/ Robert F. Stockwell Senior Vice President and Chief
- -------------------------------- Financial Officer (Principal
Robert F. Stockwell Financial Officer and Principal
Accounting Officer)
Director
- --------------------------------
Robert W. Copelan
/s/ Joseph S. McCall Director
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Joseph S. McCall
/s/ Howard J. Runnion, Jr. Director
- --------------------------------
Howard J. Runnion, Jr.
- -------------------------------- Director
Jackson L. Wilson, Jr.
/s/ Gregg Freishtat
- -------------------------------- Director
Gregg Freishtat
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/s/ Michel Akkermans Director
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Michel Akkermans
/s/ David Hodgson Director
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David Hodgson
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EXHIBIT INDEX
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Exhibit
No. Exhibit
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<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 Opinion of Nancy Kenley, Esq. as to the validity of the
securities registered hereunder, including the consent of
Ms. Kenley.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of KPMG LLP
23.3 Consent of Nancy Kenley, Esq. (included in her opinion filed
as Exhibit 5 hereto).
99.1 Section 145 of the Delaware General Corporation Law
(Incorporated by reference to Exhibit to S1's Post-Effective
Amendment No. 1 to Form S-4 on Form S-8 (Registration No.
333-82711) filed with the SEC on 99.1 January 19, 2000).
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EXHIBIT 5
LEGAL OPINION OF NANCY KENLEY, ESQ.
May 15, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: S1 Corporation
Q-Up Systems, Inc. Stock Option Plan
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 the Agreement and Plan of Merger between S1
and Q-Up Systems, Inc. and the Q-Up Systems, Inc. 1999 Stock Option Plan (the
"Plan").
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 Plan have been duly authorized and, upon payment therefore in accordance
with the terms of the Plan, will be validly issued, fully paid and
non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 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 Plan.
Very truly yours,
/s/ Nancy K. Kenley
Nancy K. Kenley, Esq.
Corporate Legal Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 21, 2000,
except as to Note 14 which is as of March 6, 2000, relating to the consolidated
financial statements and financial statement schedule of S1 Corporation, which
appears in S1 Corporation's Annual Report on Form 10-K for the year ended
December 31, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Atlanta, Georgia
May 12, 2000
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
S1 Corporation:
We consent to the incorporation by reference in the registration statement (No.
333- ) on Form S-8 of S1 Corporation of our reports dated February 4, 1999,
relating to the consolidated balance sheet of S1 Corporation and subsidiary as
of December 31, 1998, and the related consolidated statements of operations,
stockholders' equity and comprehensive income (loss), and cash flows for each
of the years in the two-year period ended December 31, 1998, and the related
financial statement schedule, which reports appear in the December 31, 1999
annual report on Form 10-K of S1 Corporation.
KPMG LLP
/s/ KPMG LLP
Atlanta, Georgia
May 12, 2000
