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As filed with the Securities and Exchange Commission on September 14, 2000
Registration Statement No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
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 58-2395199
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3390 Peachtree Road, NE, Suite 1700, Atlanta, Georgia 30326
(Address of Principal Executive Offices)
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S1 CORPORATION AMENDED AND RESTATED 1995 STOCK OPTION PLAN
S1 CORPORATION AMENDED AND RESTATED DIRECTORS' STOCK OPTION PLAN
SECURITY FIRST NETWORK BANK STOCK OPTION AGREEMENT (ADVISORY DIRECTORS)
1995 STOCK OPTION PLAN OF SECUREWARE, INC.
SECURITY FIRST NETWORK BANK STOCK OPTION AGREEMENT (SECUREWARE)
S1 CORPORATION 1997 EMPLOYEE STOCK OPTION PLAN
S1 CORPORATION 1998 DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
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Robert F. Stockwell
Chief Financial Officer
S1 Corporation
3390 Peachtree Road, NE, Suite 1700
Atlanta, Georgia 30326
(Name and address of agent for service)
(404) 812-6780
(Telephone number, including area code, of agent for service)
COPY TO:
Stuart G. Stein, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(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 PER SHARE PRICE FEE
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Common Stock, par value $0.01 per share 3,000,000 $16.875 * $50,625,000 * $13,365.00 *
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* Estimated solely for the purpose of calculating this fee pursuant to Rule
457(c) and (h) under the Securities Act of 1933, as amended, based upon the
average of the high and low prices for shares of common stock S1
Corporation as reported on The Nasdaq Stock Market's National Market Tier
of $16.875 on the basis of September 13, 2000.
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
On July 7, 1999, Security First Technologies Corporation (now known as
S1 Corporation) filed a Post-Effective Amendment No. 1 to Registration
Statement on Form S-4 on Form S-8 (File No. 333-82381) with the Securities and
Exchange Commission (the "SEC"). On August 9, 2000, S1 Corporation filed a
Post-Effective Amendment No. 1 to Form S-8 Registration Statement (File No.
333-43326) with the SEC. The contents of those registration statements are
incorporated herein by reference.
ITEM 8. EXHIBITS.
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Exhibit
No. Description
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4.1 Amended and Restated Certificate of Incorporation of S1
Corporation ("S1") (filed as Exhibit 1 to S1's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission (the "SEC") on September 30, 1998 and incorporated
herein by reference).
4.2 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of S1 dated June 3, 1999 (filed as Exhibit
4.2 to S1's Registration Statement on Form S-8 (File No.
333-82369) filed with the SEC on July 7, 1999 and
incorporated herein by reference).
4.3 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of S1 dated November 10, 1999 (filed as
Exhibit 3.3 to S1's Annual Report on Form 10-K for the fiscal
year ending December 31, 1999 and incorporated herein by
reference).
4.4 Certificate of Designation for S1's Series B Redeemable
Convertible Preferred Stock (filed as Exhibit 2 to S1's
Registration Statement on Form 8-A filed with the SEC on
September 30, 1998 and incorporated herein by reference).
4.5 Certificate of Designation for S1's Series C Redeemable
Convertible Preferred Stock (filed as Exhibit 3 to S1's
Quarterly Report on Form 10-Q for the quarterly period ending
March 31, 1999 and incorporated herein by reference).
4.6 Certificate of Designations for S1's Series D Convertible
Preferred Stock (filed as Exhibit 3 to S1's Current Report on
Form 8-K filed with the SEC on June 7, 2000 and incorporated
herein by reference).
4.7 Amended and Restated Bylaws of S1, as amended (filed as
Exhibit 4.7 to S1's Post-Effective Amendment No. 1 to Form
S-8 Registration Statement (File No. 333-82383) filed with
the SEC on August 9, 2000 and incorporated herein by
reference).
4.8 Specimen certificate for S1's common stock (filed as Exhibit
4 to S1's Quarterly Report on Form 10-Q for the quarterly
period ending March 31, 2000 and incorporated herein by
reference).
4.9 Specimen certificate for S1's Series B Convertible Redeemable
Preferred Stock (filed as Exhibit 4.3 to S1's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998 and
incorporated herein by reference).
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1
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4.10 Specimen certificate for S1's Series C Redeemable Convertible
Preferred Stock (filed as Exhibit 4.10 to S1's Post-Effective
Amendment No. 1 to Form S-8 Registration Statement (File No.
333-82383) filed with the SEC on August 9, 2000 and
incorporated herein by reference).
4.11 Specimen certificate for S1's Series D Convertible Preferred
Stock (filed as Exhibit 4 to S1's Current Report on Form 8-K
filed with the SEC on June 7, 2000 and incorporated herein by
reference).
5 Opinion of Nancy K. Kenley as to the legality of the
securities registered hereunder, including the consent of Ms.
Kenley.
23.1 Consent of Nancy K. Kenley (included in Item 5).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of KPMG LLP.
24 Power of Attorney.
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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 this 14th day of
September, 2000.
S1 CORPORATION
By: /s/ ROBERT F. STOCKWELL
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Robert F. Stockwell
Chief Financial 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 below on this 14th day of September, 2000.
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SIGNATURE TITLE
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/s/ James S. Mahan, III
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James S. Mahan, III Chief Executive Officer and a
Director (Principal Executive
Officer)
/s/ Robert F. Stockwell
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Robert F. Stockwell Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Michel Akkermans* Chairman of the Board
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Michel Akkermans
/s/ Robert W. Copelan* Director
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Robert W. Copelan
/s/ Gregg S. Freishtat* Director
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Gregg S. Freishtat
/s/ David C. Hodgson* Director
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David C. Hodgson
/s/ Joseph S. McCall* Director
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Joseph S. McCall
/s/ Howard J. Runnion* Director
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Howard J. Runnion, Jr.
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/s/ Jackson L. Wilson* Director
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Jackson L. Wilson, Jr.
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*By /s/ ROBERT F. STOCKWELL
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Robert F. Stockwell
pursuant to Power of Attorney
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EXHIBIT INDEX
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Exhibit
No. Description
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4.1 Amended and Restated Certificate of Incorporation of S1
Corporation ("S1") (filed as Exhibit 1 to S1's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission (the "SEC") on September 30, 1998 and incorporated
herein by reference).
4.2 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of S1 dated June 3, 1999 (filed as Exhibit
4.2 to S1's Registration Statement on Form S-8 (File No.
333-82369) filed with the SEC on July 7, 1999 and
incorporated herein by reference).
4.3 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of S1 dated November 10, 1999 (filed as
Exhibit 3.3 to S1's Annual Report on Form 10-K for the fiscal
year ending December 31, 1999 and incorporated herein by
reference).
4.4 Certificate of Designation for S1's Series B Redeemable
Convertible Preferred Stock (filed as Exhibit 2 to S1's
Registration Statement on Form 8-A filed with the SEC on
September 30, 1998 and incorporated herein by reference).
4.5 Certificate of Designation for S1's Series C Redeemable
Convertible Preferred Stock (filed as Exhibit 3 to S1's
Quarterly Report on Form 10-Q for the quarterly period ending
March 31, 1999 and incorporated herein by reference).
4.6 Certificate of Designations for S1's Series D Convertible
Preferred Stock (filed as Exhibit 3 to S1's Current Report on
Form 8-K filed with the SEC on June 7, 2000 and incorporated
herein by reference).
4.7 Amended and Restated Bylaws of S1, as amended (filed as
Exhibit 4.7 to S1's Post-Effective Amendment No. 1 to Form
S-8 Registration Statement (File No. 333-82383) filed with
the SEC on August 9, 2000 and incorporated herein by
reference).
4.8 Specimen certificate for S1's common stock (filed as Exhibit
4 to S1's Quarterly Report on Form 10-Q for the quarterly
period ending March 31, 2000 and incorporated herein by
reference).
4.9 Specimen certificate for S1's Series B Convertible Redeemable
Preferred Stock (filed as Exhibit 4.3 to S1's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998 and
incorporated herein by reference).
4.10 Specimen certificate for S1's Series C Redeemable Convertible
Preferred Stock (filed as Exhibit 4.10 to S1's Post-Effective
Amendment No. 1 to Form S-8 Registration Statement (File No.
333-82383) filed with the SEC on August 9, 2000 and
incorporated herein by reference).
4.11 Specimen certificate for S1's Series D Convertible Preferred
Stock (filed as Exhibit 4 to S1's Current Report on Form 8-K
filed with the SEC on June 7, 2000 and incorporated herein by
reference).
5 Opinion of Nancy K. Kenley as to the legality of the
securities registered hereunder, including the consent of Ms.
Kenley.
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23.1 Consent of Nancy K. Kenley (included in Item 5).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of KPMG LLP.
24 Power of Attorney.
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