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As filed with the Securities and Exchange Commission on ________ __, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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S1 CORPORATION
(Exact name of registrant as specified in its governing instrument)
<TABLE>
<CAPTION>
<S> <C>
DELAWARE 58-2395199
(State of Organization) (I.R.S. Employer Identification Number)
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3390 PEACHTREE ROAD, NE, SUITE 1700
ATLANTA, GA 30326
(Address of principal executive offices)
ROBERT F. STOCKWELL
CHIEF FINANCIAL OFFICER
3390 PEACHTREE ROAD, NE, SUITE 1700
ATLANTA, GA 30326
(404) 812-6200
(Name and address of agent for service)
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Copies 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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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF CLASS AMOUNT TO BE
OF SECURITIES BEING REGISTERED REGISTERED
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<S> <C>
Common Stock, $0.01 par value per share 827,936
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<CAPTION>
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AGGREGATE OFFERING AMOUNT OF
PRICE PER COMMON SHARE (1) PRICE (1) REGISTRATION FEE (1)
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<C> <C> <C>
$ 42.7505 $ 35,394,677.96 9,344.19
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) based on the average of the high and low reported
sales prices on the Nasdaq National Market Tier on May 4, 2000.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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Subject to Completion
Dated May 5, 2000
PROSPECTUS
SHARES
S1 CORPORATION
COMMON STOCK
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The selling stockholders named in this prospectus may offer and sell up
to 827,936 shares of our common stock. We are registering the resale of the
offered shares as required by the terms of our agreement with the selling
stockholders. The registration of the offered shares does not necessarily mean
that any of the shares will be offered or sold by the selling stockholders.
Although we will incur expenses in connection with the registration of these
shares, we will not receive any cash proceeds if they are sold.
Our common stock is quoted on the Nasdaq Stock Market's National Market
Tier under the symbol "SONE."
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INVESTING IN S1 COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" ON PAGE 4.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU OTHERWISE.
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The selling stockholders may from time to time offer and sell all or a
portion of the offered shares in transactions on Nasdaq or any other national
securities exchange or quotation service on which the offered shares are listed
or quoted at the time of the sale, in the over-the-counter market, in negotiated
transactions or otherwise, at prices then prevailing or related to the
then-current market price or at negotiated prices. The offered shares may be
sold directly or through agents or broker-dealers acting as principal or agent,
or in block trades or pursuant to a distribution by one or more underwriters on
a firm commitment or best-efforts basis. To the extent required, the names of
any agents or broker-dealers and applicable commissions or discounts and any
other required information with respect to any particular offer will be set
forth in this prospectus under the caption "Plan of Distribution" or in any
accompanying prospectus supplement. The selling stockholders reserve the right
to accept or reject, in whole or in part, any proposed purchase of the offered
shares to be made directly or through agents. The selling stockholders and any
agents or broker-dealers participating in the distribution of the offered shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, and any profit on the sale of offered shares by the selling stockholders
and any commissions received by any agents or broker-dealers may be deemed to be
underwriting commissions or discounts under the Securities Act.
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The date of this prospectus is ________ __, 2000.
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RED LEGEND
The information in this prospectus is not complete and may be changed.
The selling stockholders may not sell these securities until the registration
statement relating to these securities has been declared effective by the
Securities and Exchange Commission. This prospectus is neither an offer to sell
nor a solicitation of an offer to buy these securities in any jurisdiction where
the offer or sale is unlawful.
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PROSPECTUS SUMMARY
S1 CORPORATION
S1 develops integrated, brandable Internet applications that enable
financial services companies to create their own financial portals. S1's Virtual
Financial Manager suite of software applications integrates banking, investment,
loan and credit card accounts at an institution, with content such as news,
weather and sports personalized by the end-user. S1 licenses its Virtual
Financial Manager software, provides installation and integration services and
offers outsourced Internet transaction processing through our data center. S1
targets organizations that view providing their products and services on the
Internet as a strategic competitive advantage and an integral component of their
business.
In recent years, as use of the Internet has grown, Internet commerce,
including banking, insurance and securities trading, has increased in
popularity. To capitalize on this trend, S1 believes financial institutions need
an integrated Internet solution that satisfies the service demands of their
customers while providing the financial institutions with a channel to market
additional products and services directly to their customers. Because of the
technological challenges, development times and risks associated with building
Internet solutions internally, many financial institutions are seeking
third-party software providers to implement Internet solutions.
S1's Virtual Financial Manager addresses the requirements of both
financial institutions and end-users by integrating multiple financial
applications in one comprehensive product suite that can also include
personalized information. Virtual Financial Manager creates a powerful financial
portal through which end-users can conduct many of their daily financial,
commercial and personal activities online. At the same time, Virtual Financial
Manager allows S1's clients to perform one-to-one marketing to their customers
through a branded, secure Internet solution.
S1's principal executive offices are located at 3390 Peachtree Road, NE,
Suite 1700, Atlanta, Georgia 30326, and its telephone number is (404) 812-6200.
S1's web site is www.s1.com. That web site is not a part of this prospectus.
RECENT ACQUISITIONS
In April, 2000, S1 completed its acquisitions of Q-Up Systems, Inc. and
Davidge Data Systems. For your convenience, we have provided a brief description
of the business of these companies, which now operate as S1 subsidiaries. When
we refer to "S1" we are also, unless the context requires otherwise, referring
to Q-Up and Davidge, as well as the other consolidated subsidiaries of S1.
Q-UP SYSTEMS, INC.
Q-Up provides Internet Banking and E-Commerce portal solutions for
financial institutions, primarily community banks with assets of $10 billion or
less. Q-Up introduced the Internet Banking System ("IBS") to the community bank
marketplace in 1996 and now supports over 407 customers across the United
States. Q-Up is based in Austin, Texas.
DAVIDGE DATA SYSTEMS
Davidge, a New York-based software company, specializes in middleware and
order routing software and systems for the brokerage industry.
Davidge brings a customer base of more than 90 broker-dealer clients, 45
NYSE member firms, five of the top 10 discount brokers and four the top 10
clearing firms to S1's existing customer base.
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RISK FACTORS
You should consider carefully the following risks before you decide to
buy our common stock. If any of the following risks actually occur, our
business, financial condition or results of operations would likely suffer. In
that case, the trading price of our common stock could decline, and you may lose
all or a part of the money you paid to buy our common stock.
We do not expect to achieve profitable operations for the foreseeable future,
and this may negatively impact the value of your S1 common stock
We incurred losses in 1999 and we expect to incur losses in 2000. At
December 31, 1999, we had an accumulated deficit of $207.9 million. In addition,
as a result of our recent acquisitions, we recorded approximately $928.7 million
of goodwill and other intangible assets, resulting in amortization expense of
approximately $306.8 million annually over approximately three years. Moreover,
we expect that our expenses associated with sales, marketing, research and
development, customer support and executive offices will continue to increase
over the near term, even though revenues may not keep pace with these expenses.
As a result, we expect to continue to incur net losses for the foreseeable
future.
Our future operating results will be adversely affected if, among other
things:
- there is insufficient demand for our products;
- we are unsuccessful in attracting and retaining motivated and qualified
personnel; or
- the amount of price and product competition we face as a result of the
growth of financial services activity on the Internet.
Acquisitions may be costly and difficult to integrate, divert management
resources or dilute stockholder value
We acquired three companies in November 1999 and two in April 2000.
Integrating these companies and any future acquisitions into our existing
operations is a complex, time consuming and expensive process and may disrupt
S1's business if not completed in a timely and efficient manner. We may
encounter substantial difficulties, costs and delays involved in integrating the
acquired operations with our own, including:
- potential incompatibility of business cultures;
- potential delays in rationalizing diverse technology platforms;
- potential difficulties in coordinating geographically separated
organizations;
- potential difficulties in re-training sales forces to market all of our
products across all of our intended markets;
- potential conflicts in third-party relationships; and
- the loss of key employees and diversion of the attention of management
from other ongoing business concerns.
In addition, we intend to pursue acquisition or investment opportunities
in the future, which could cause us to:
- issue additional shares of our stock, which would dilute our current
stockholders' percentage ownership;
- incur debt and assume liabilities; and
- incur amortization expenses related to goodwill and other intangible
assets or incur large and immediate write-offs.
Our quarterly operating results may fluctuate, and any fluctuations could
adversely affect the price of our common stock
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Our quarterly operating results have fluctuated significantly to date. If
we fail to meet the expectations of securities analysts or investors as a result
of any future fluctuations in our quarterly operating results, the market price
of our common stock would likely decline. We expect that we may experience
fluctuations in the future because:
- we cannot accurately predict the number and timing of contracts we will
sign, in part because the budget constraints and internal review
processes of existing and potential clients are not within our control;
- our clients'orders tend to be relatively large, and in any given period a
substantial portion of our revenues may be attributable to a few clients;
- the length of our sales cycle to large financial organizations generally
lasts from six to 18 months, which adds an element of uncertainty to our
ability to forecast revenues;
- if we fail to introduce new or enhanced products, or if our competitors
introduce new or enhanced products, sales of our products and services
may not achieve expected levels and may even decline;
- our ability to expand the mix of distribution channels through which our
products are sold may be limited;
- our products may not achieve widespread consumer acceptance, which could
cause our revenues to be lower than expected;
- our sales may be constrained by the timing of releases of third party
software that works with our products; and
- a significant percentage of our expenses is relatively fixed and we may
be unable to reduce expenses if revenues decrease.
We depend on a limited number of clients for most of our revenue and, if any of
those clients terminates its contract, our revenues and financial performance
would decline
Our business success depends on our relationships with a limited number
of large clients. On a pro forma basis giving effect to our recent acquisitions
of Edify Corporation, FICS Group N.V. and VerticalOne Corporation as if the
transactions occurred on January 1, 1999, we had one client which accounted for
21% of our revenue for 1999. We expect that we will continue to derive a
significant portion of our revenue from a limited number of clients in the
future.
A substantial number of our client contracts do not allow our clients to
terminate their contracts prior to the termination date without financial
penalties. These financial penalties are usually insufficient to replace the
ongoing revenue we would have otherwise received.
System failures or performance problems with our products could cause demand for
these products to decrease, require us to make significant capital expenditures
or impair client relations
There are many factors which could adversely affect the performance,
quality and desirability of our products and could delay or prevent these
products from gaining market acceptance. These factors include:
- extraordinary end-user volumes or other events could cause systems to
fail or to operate at an unacceptably low speed, causing transaction
delays for end users;
- our products could contain errors, or "bugs", which could impair the
services we provide;
- during the initial implementation of some products, we experienced
significant delays integrating software and bringing banks online, and we
may experience similar difficulties or delays in connection with future
implementations and upgrades to new versions;
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- many of our products require integration with third-party products and
systems, and we may not be able to integrate these products with new or
existing products; and
- our products, or the back-end systems or other software used by our
clients, may not have adequately addressed the year 2000 problem, causing
our products to fail.
Network or Internet security problems could damage our reputation and business
Despite our security measures, the core of our network infrastructure
could be vulnerable to unforeseen computer problems. Although we believe we have
taken steps to mitigate much of the risk, we may in the future experience
interruptions in service as a result of the accidental or intentional actions of
Internet users, current and former employees or others. Unknown security risks
may result in liability to us and also may deter financial organizations from
licensing our software and services. Although we intend to continue to implement
and establish security measures, there can be no assurance that measures we have
implemented will not be circumvented in the future, which could have a material
adverse effect on our business, financial condition or results of operations.
The occurrence of any of these problems could reduce product demand from
potential customers and cause existing customers to terminate their license or
data center contracts with us. These problems could also require us to spend
significant capital to remedy any failure and could subject us to costly
litigation with clients or their end users.
We may become involved in litigation over proprietary rights, which may be
costly and time consuming
Other parties may assert that our products, trademarks or other
proprietary rights require a license of intellectual property rights or
infringe, or may infringe, on their intellectual property rights. Any claims,
with or without merit, could:
- be time consuming;
- result in costly litigation;
- cause product shipment delays; or
- require us to enter into royalty or licensing agreements.
Royalty or licensing agreements, if required, may not be available on
terms acceptable to us, or at all, which could harm our business, financial
condition and results of operations. Litigation to determine the validity of any
claims could result in significant expense to us and divert the efforts of our
technical and management personnel from productive tasks, whether or not the
litigation is determined in our favor. In the event of an adverse ruling, we may
be required to:
- pay substantial damages;
- discontinue the use and sale of infringing products;
- expend significant resources to develop non-infringing technology; or
- obtain licenses to infringing technology.
Our failure to develop or license a substitute technology could significantly
harm our business.
We expect software to be increasingly subject to third-party infringement
claims as the number of competitors grows and the functionality of products in
different industry segments overlaps. Third parties may have, or may eventually
be issued, patents that would be infringed by our products or technology. Any of
these third parties could make a claim of infringement against us with respect
to our products or technology. In addition, we may become involved in costly and
time consuming litigation to protect the validity of our proprietary rights,
including patents and trademarks. For example, in March 2000, we filed suit for
patent infringement against another company.
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If we fail to develop and expand our distribution channels, it would impede
revenue growth
An integral part of our strategy is to develop multiple distribution
channels, including a field sales force, value added resellers and original
equipment manufacturers. We intend to continue to expend resources to develop
the reseller channel. The loss of resellers, their failure to perform under
agreements with us, or our inability to attract and retain new resellers with
the technical, industry and application expertise required to market our
products successfully in the future could harm our business. To the extent that
we are successful in increasing our sales through resellers, those sales will be
at discounted rates, and our revenue for each sale will be less than if we had
licensed the same products to the customer directly.
Expansion of our direct distribution channel depends upon the increased
productivity of existing field sales forces and our ability to integrate and
train new sales personnel. The cost of these efforts could exceed the revenue
generated, and our sales and marketing organization may not be able to compete
successfully against the significantly more extensive and well-funded sales and
marketing operations of many of our current or potential competitors.
Our market is highly competitive and, if we are unable to keep pace with
evolving technology, our revenue and future prospects may decline
The market for our products and services is characterized by rapidly
changing technology, intense competition and evolving industry standards. We
have many competitors who offer various components of our suite of applications
or who use a different technology platform to accomplish similar tasks. In some
cases our existing clients also use some of our competitors' products. Our
future success will depend on our ability to develop, sell and support
enhancements of current products and new software products in response to
changing client needs. If the completion of the next version of any of our
products is delayed, our revenue and future prospects could be harmed. In
addition, competitors may develop products or technologies that the industry
considers more attractive than those we offer or that render our technology
obsolete.
A significant portion of our clients are in the rapidly consolidating financial
services industry, which is subject to economic changes that could reduce demand
for our products and services
For the foreseeable future, we expect to derive most of our revenue from
products and services we provide to the banking industry and other financial
services firms such as insurance companies. Changes in economic conditions and
unforeseen events, like recession or inflation, could occur and reduce
consumers' use of bank services. Any event of this kind, or implementation for
any reason by banks of cost reduction measures, could result in significant
decreases in demand for our products and services.
Mergers and acquisitions are pervasive in today's banking industry. Our
existing clients may be acquired by or merged into other financial institutions
which already have their own financial Internet software solution or which
decide to terminate their relationships with us for other reasons. As a result,
our sales could decline if an existing client is merged into or acquired by
another company.
Infringement of our proprietary technology could hurt our competitive position
and income potential
Our success depends upon our proprietary technology and information. We
rely on a combination of patent, copyright, trademark and trade secret laws and
confidentiality procedures to protect our proprietary technology and
information. Because it is difficult to police unauthorized use of software, the
steps we have taken to protect our services and products may not prevent
misappropriation of our technology. Any misappropriation of our proprietary
technology or information could reduce any competitive advantages we may have or
result in costly litigation.
We now also have a significant international presence. The laws of some
foreign countries, including the laws of Belgium, where our subsidiary, FICS, is
headquartered, may not protect our proprietary technology as well as the laws of
the United States. Our ability to protect our proprietary technology abroad may
not be adequate.
If we are unable to attract and retain highly skilled technical employees, we
may not be able to compete
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Based on the significant growth in our operations, we believe that our
future success will depend in large part on our ability to attract and retain
highly skilled technical personnel. Because the development of our software
requires knowledge of computer hardware, as well as a variety of software
applications, we need to attract and retain technical personnel who are
proficient in all these disciplines. There is substantial competition for
employees with the technical skills we require. If we cannot hire and retain
talented technical personnel, this could adversely affect our growth prospects
and future success.
If we are unable to effectively manage our expected growth, we will not be able
to successfully implement our business plan
We expect to grow rapidly. Our failure to manage our growth effectively
could impair our ability to successfully implement our business plan. Our growth
will place additional demands on our management, operational capacity and
financial resources, including our ability to recruit non-technical personnel
for management, sales, marketing and delivery positions. Because many of our
implementation and service engagements are large in scale, we must maintain
numerous teams of qualified technical personnel to serve our clients
efficiently. In addition, our systems, procedures, controls and resources,
particularly our client service resources, may not be adequate to support
continued expansion of operations.
Internet-related laws could adversely affect our business
The adoption or modification of laws or regulations relating to the
Internet, or interpretations of existing law, could adversely affect our
business. Laws and regulations which apply to communications and commerce over
the Internet are becoming more prevalent. For example, a recent session of the
United States Congress resulted in Internet laws regarding copyrights, taxation
and the transmission of specified types of material. The European Union recently
enacted its own privacy regulations and is currently considering other
Internet-related legislation. The law of the Internet, however, remains largely
unsettled, even in areas where there has been some legislative action. It may
take years to determine whether and how existing laws such as those governing
intellectual property, privacy, libel and taxation apply to the Internet. In
addition, the growth and development of the market for online financial
services, including online banking, may prompt calls for more stringent consumer
protection laws, both in the United States and abroad, that may impose
additional burdens on companies conducting business online.
Our VerticalOne service may not succeed if financial or other account providers
do not allow us to access end users' account information from their host systems
Unless a significant number of financial organizations or other account
providers allow us to access their host systems to gather information for
aggregation by our VerticalOne service, we may not succeed in making the service
sufficiently useful for our clients' customers to consider it useful. Some
financial organizations or other account providers may object to this account
access and attempt to block or impede us from performing our aggregation
service. We may also choose to cease aggregating financial or other account
information from an objecting organization to preserve an existing or potential
client relationship or other business purpose.
Restrictions on our export or encrypted technology could cause us to incur
delays in international sales
Our solutions use encrypted technology, the export of which is regulated
by the United States government. If the United States government were to adopt
new legislation restricting the export of software or encryption technology, we
could experience delays or reductions in our shipments of products
internationally. In addition, existing or future export regulations could limit
our ability to distribute our solutions outside of the United States.
We may not be able to obtain capital needed for future growth from external
sources and, if we obtain this capital through equity issuances, your interest
in us could be diluted or, if we obtain it through debt, our operating
flexibility could be limited by covenants
We may require additional financing to support our continued operations
and for general corporate purposes. We may not be able to fund all of our future
capital needs from income from operations. Consequently, we may have to rely on
third-party sources of capital, which may not be available to us on favorable
terms, if at all. Our access to third-party sources of capital depends on a
number of factors, including the market's perception of our growth potential and
our present and future revenue. We may also pursue equity investments from
strategic partners in the
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future. If we pursue additional equity offerings, our existing stockholders'
interests will be diluted. If we decide to use debt financing, we may have to
comply with a variety of operating covenants which could limit our operating
flexibility.
Future sales of our common stock in the public market could negatively affect
our stock price and our ability to raise funds in new stock offerings
If our stockholders sell substantial amounts of our common stock,
including shares issued when options and warrants are exercised or shares of our
preferred stock are converted into common stock, in the public market following
this offering, the market price of our common stock could fall. These sales also
might make it more difficult for us to sell equity or equity-related securities
in the future.
As of March 31, 2000, we had 51,163,353 shares of common stock
outstanding, assuming no exercise of outstanding options or warrants or
conversion of preferred stock. As of February 29, 2000 holders of
approximately 7.4 million restricted shares of our stock or vested options or
warrants to purchase restricted shares of our common stock, representing 14.5%
of our shares outstanding on that date, have rights which may require us to
register their shares with the SEC. In addition, in connection with our recent
acquisitions, we have agreed to register with the SEC up to approximately 2
million additional restricted shares for sale for the accounts of holders of
stock and options of these companies. By exercising their registration rights
and causing a large number of shares to be sold in the public market, these
stockholders could cause the market price of our common stock to fall. In
addition, if these stockholders demand to include their shares in one of our
registration statements, our ability to raise needed capital could be adversely
affected.
As of March 31, 2000, there were outstanding employee stock options to
purchase 15,954,379 shares of our common stock, options and warrants to acquire
6,425,413 shares of our common stock, and 1,061,514 shares of preferred stock
convertible into an aggregate of 1,694,990 shares of our common stock. The
common stock issuable after vesting and upon exercise of these options and
warrants and upon conversion of this preferred stock will be eligible for sale
in the public market from time to time. The options and warrants generally have
exercise prices significantly below the current market price of our common
stock. We have also reserved an aggregate of 4,500,000 shares of our common
stock for issuance to the former stockholders of FICS if FICS meets specified
performance targets while operating as our subsidiary. The possible sale of a
significant number of these shares may cause the market price of our common
stock to fall.
Ownership of our common stock by our officers, directors and principal
stockholders may prevent a change in control
Our directors, executive officers, principal stockholders and their
affiliates beneficially own a significant percentage of our outstanding common
stock. This concentration of ownership may:
- delay, defer or prevent a change in control of our operations, which
could prevent you from selling your shares at a premium;
- impede a merger, consolidation, takeover or other business combination;
or
- discourage a potential acquirer from making a tender offer or otherwise
attempting to obtain control, and may cause the market price of our
common stock to fall.
Market volatility may cause the price of our common stock to decline
The trading prices of Internet stocks in general, and ours in particular,
have experienced extreme price fluctuations in recent months. These fluctuations
often have been unrelated or disproportionate to the operating performance of
these companies. The valuations of many Internet stocks, including ours, are
extraordinarily high based on conventional valuation standards such as price to
earnings and price to sales ratios. These trading prices and valuations may not
be sustained. Any negative change in the public's perception of the prospects of
Internet or e-commerce companies could depress our stock price regardless of our
results of operations. Other broad market and industry factors may decrease the
trading price of our common stock, regardless of our operating performance.
Market fluctuations, as well as general political and economic conditions such
as recession or interest rate or
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currency rate fluctuations, also may decrease the trading price of our common
stock. In addition, our stock price could be subject to wide fluctuations in
response to the following factors:
- actual or anticipated variations in our quarterly operating results;
- announcements of new products, product enhancements, technological
innovations or new services by us or our competitors;
- changes in financial estimates by securities analysts;
- conditions or trends in the Internet and online commerce industries;
- changes in the market valuations of other Internet or online service
companies;
- developments in Internet regulations;
- announcements by us or our competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments;
- unscheduled system downtime;
- additions or departures of key personnel; and
- sales of our common stock or other securities in the open market.
In the past, securities class-action lawsuits have often been instituted
against companies following stock price declines. Litigation of this type, if
instituted, could result in substantial costs and a diversion of our
management's attention and resources.
International operations and currency exchange rate fluctuations may adversely
effect us
We conduct our business worldwide and may be adversely affected by changes in
demand resulting from:
- fluctuations in currency exchange rates;
- governmental currency controls;
- changes in various regulatory requirements;
- political and economic changes and disruptions;
- difficulties in enforcing our contracts in foreign jurisdictions;
- export/import controls;
- tariff regulations;
- difficulties in staffing and managing foreign sales and support
operations;
- greater difficulties in trade accounts receivable collection; and
- possible adverse tax consequences.
In addition, we maintain our international executive offices and a
significant portion of our maintenance, consulting, and research and development
operations in Belgium. Therefore, our operations may also be affected by
economic conditions in Belgium. These risks associated with international
operations may harm our business.
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FORWARD LOOKING STATEMENTS IN THIS PROSPECTUS
This prospectus and the documents incorporated into this prospectus by
reference contain forward-looking statements within the safe harbor provisions
of the Private Securities Litigation Reform Act. These statements include
statements with respect to our financial condition, results of operations and
business and on the expected impact of our recent acquisitions on our financial
performance. Words such as anticipates, expects, intends, plans, believes,
seeks, estimates and similar expressions identify forward-looking statements.
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:
- the possibility that the anticipated benefits from S1's recent
transactions will not be fully realized;
- the possibility that costs or difficulties related to S1's integration of
the acquired companies will be greater than expected;
- our dependence on the timely development, introduction and customer
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 S1's public
announcements and filings with the Securities and Exchange Commission.
In evaluating the transactions, you should carefully consider the
discussion of these and other factors in the section entitled "Risk Factors" on
page 4.
ABOUT THIS PROSPECTUS
We have filed with the Commission a registration statement on Form S-3,
of which this prospectus is a part, under the Securities Act with respect to the
offered shares. This prospectus does not contain all of the information set
forth in the registration statement, portions of which we have omitted as
permitted by the rules and regulations of the Commission. Statements contained
in this prospectus as to the contents of any contract or other document are not
necessarily complete. If the Commission's rules and regulations require that a
contract or document be filed as an exhibit to the registration statement, we
refer you to the copy of that contract or document filed as an exhibit to the
registration statement for a complete description. For further information
regarding S1 and the offered shares, we refer you to the registration statement
and its exhibits and schedules which may be obtained from the Commission at its
principal office in Washington, D.C. upon payment of the fees prescribed by the
Commission.
-11-
<PAGE> 13
WHERE YOU CAN FIND MORE INFORMATION
S1 is subject to the informational requirements of the Securities
Exchange Act of 1934 and files annual, quarterly and special reports, proxy
statements and other information with the Commission. You may read and copy any
materials we file with the Commission at the Public Reference Room of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New
York, New York 10048. You may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. In addition, we file
many of our documents electronically with the Commission, and you may access
those documents over the Internet. The Commission maintains a "web site" that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The address of
the Commission's web site is "http://www.sec.gov."
Our common stock is quoted on the Nasdaq Stock Market's National Market
Tier under the symbol "SONE."
The Commission allows us to "incorporate by reference" the information we
file with them in this prospectus. This helps us disclose certain information to
you by referring you to the documents we file. The information we incorporate by
reference is an important part of this prospectus. We incorporate by reference
each of the documents listed below.
a. Our Annual Report on Form 10-K for the year ended December 31,
1999.
b. Our Current Report on Form 8-K filed with the Commission on:
- March 8, 2000
- May 2, 2000
c. Our Registration Statement on Form 8-A, which incorporates by
reference a description of the common shares from our
Registration Statement on Form S-4 (Reg. No. 333-56181).
d. Our subsequent filings made pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act and made prior to the
termination of this
offering.
NO PROCEEDS TO THE COMPANY
S1 will not receive any of the proceeds from sales of shares by the
selling stockholders. Most of the costs and expenses incurred in connection with
the registration under the Securities Act of the offered shares will be paid by
S1. The selling stockholders will pay any brokerage fees and commissions, fees
and disbursements of legal counsel for the selling stockholder and share
transfer and other taxes attributable to the sale of the offered shares.
SELLING STOCKHOLDERS
The selling stockholders received the offered shares in private placement
transactions. Since the selling stockholders may sell all, some or none of their
shares, S1 cannot estimate the number of shares that will be sold by the selling
stockholders or that will be owned by the selling stockholders upon completion
of the offering. The offered shares represent approximately 1.6% of the total
number of shares of S1's common stock outstanding as of March 31, 2000.
<TABLE>
<CAPTION>
Name of Selling Stockholder Number of Shares Owned Number of Shares Offered % owned
- --------------------------- ---------------------- ------------------------ -------
<S> <C> <C> <C>
Robert C. Buckner 86,533 8,653 *
RHS Investments-1, L.P. 1,090,317 109,032 2%
Robert H. Seale III 121,146 12,115 *
Lawrence D. Hausman-Cohen 69,266 6,923 *
Tony Flagg 17,307 1,731 *
SM Partners 1,731 1,558 *
Myers Dupuy 5,757 5,181 *
Russ Norwood 347 312 *
</TABLE>
-12-
<PAGE> 14
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Jack McDonald 1,731 173 *
and Rebecca McDonald
Trustees of the Shannon
McDonald GST Trust U/A
dated February 8, 2000
Jack McDonald 1,731 173 *
and Rebecca McDonald
Trustees of the Pamela
McDonald GST Trust U/A
dated February 8, 2000
Jack McDonald 39,805 3,981 *
Dan Martin 12,980 1,298 *
Trustee of the Martin
GST Trust U/A dated
February 15, 2000
L. Daniel Martin 246,619 24,662 *
Wade L. Sanders 4,327 433 *
Trustee of the Sanders
GST Trust U/A dated
March 9, 2000
Wade Sanders 38,940 3,894 *
TA/Advent VIII 428,999 428,999 *
TA/Atlantic and Pacific IV 195,623 195,623 *
TA Executives Fund LLC 8,151 8,151 *
TA Investors LLC 8,580 8,580 *
GPH Q-Up Partners 1,073 1,073 *
GCWF Investment Partners 2,159 2,159 *
BDA Investment Partners 2,159 2,159 *
1998 GPH Fund, LLC 1,073 1,073 *
</TABLE>
* owns less than 1%
PLAN OF DISTRIBUTION
The selling stockholders may from time to time, in one or more
transactions, sell all or a portion of the offered shares on Nasdaq or any other
national securities exchange or quotation service on which the offered shares
are listed or quoted at the time of sale, in the over-the-counter market, in
negotiated transactions, in underwritten transactions or otherwise, at prices
then prevailing or related to the then current market price or at negotiated
prices. The offering price of the offered shares from time to time will be
determined by the selling stockholders and, at the time of determination, may be
higher or lower than the market price of the common stock as quoted on Nasdaq.
In connection with an underwritten offering, underwriters or agents may receive
compensation in the form of discounts, concessions or commissions from a selling
stockholder or from purchasers of offered shares for whom they may act as
agents. Underwriters may sell offered shares to or through dealers, and the
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Under agreements that may be entered into by S1,
underwriters, dealers and agents who participate in the distribution of offered
shares may be entitled to indemnification by S1 against liabilities under the
Securities Act or otherwise, or to contribution with respect to payments which
the underwriters, dealers or agents may be required to make. The offered shares
may be sold directly or through broker-dealers acting as principals or agents,
or pursuant to a distribution by one or more underwriters on a firm commitment
or best-efforts basis. Broker-dealers acting as principals or agents may receive
compensation in the form of discounts, concessions or commissions from a selling
stockholder or from purchasers of offered shares for whom they may act as
agents. The methods by which the offered shares may be sold include:
- a block trade in which the broker-dealer so engaged will attempt to sell
the offered shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by such broker-
dealer for its account pursuant to this prospectus;
-13-
<PAGE> 15
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- an exchange distribution in accordance with the rules of the NASD;
- privately-negotiated transactions; and
- underwritten transactions.
The selling stockholders and any underwriters, dealers or agents
participating in a distribution of the offered shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the offered shares by the selling stockholders and any commissions
received by such broker-dealers may be deemed to be underwriting commissions
under the Securities Act.
When the selling stockholder elects to make a particular offer of shares,
a prospectus supplement, if required, will be distributed which will identify
any underwriters, dealers or agents and any discounts, commissions and other
terms constituting compensation from the selling stockholder and any other
required information.
To comply with any applicable state securities laws, the offered shares
may be sold only through registered or licensed brokers or dealers. In addition,
in some states, the offered shares may not be sold unless they have been
registered or qualified for sale in the state or an exemption from registration
or qualification requirement is available and is satisfied.
S1 has agreed to pay all costs and expenses incurred in connection with
the registration under the Securities Act of the offered shares, including:
- all registration and filing fees,
- printing expenses, and
- fees and disbursements of counsel and accountants for S1.
The selling stockholders will pay any brokerage fees and commissions,
fees and disbursements of legal counsel for the selling stockholders and stock
transfer and other taxes attributable to the sale of the offered shares. S1 also
has agreed to indemnify each of the selling stockholders and their respective
officers, directors and trustees and each person who controls, within the
meaning of the Securities Act, a selling stockholder against losses, claims,
damages, liabilities and expenses arising under the securities laws in
connection with this offering. The selling stockholders have agreed to indemnify
S1, its officers and each person who controls, within the meaning of the
Securities Act, S1, against any losses, claims, damages, liabilities and
expenses arising under the securities laws in connection with this offering with
respect to written information furnished to S1 by the selling stockholders.
EXPERTS
The consolidated financial statements and financial statement schedule
as of December 31, 1999 and for the year then ended incorporated in this
Prospectus by reference to the Annual Report on Form 10-K for the year ended
December 31, 1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The financial statements and schedule of S1 as of December 31, 1998, and
for each of the years in the two-year period ended December 31, 1998, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
LEGAL MATTERS
-14-
<PAGE> 16
The legality of the offered shares will be passed upon for S1 by Nancy K.
Kenley, S1's Corporate Legal Counsel.
-15-
<PAGE> 17
==============================================================================
==============================================================================
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY S1 OR THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE OFFERED SHARES, IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE ANY SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN
THE AFFAIRS OF S1 SINCE THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
PAGE
----
Prospectus Summary............................................ 3
Risk Factors.................................................. 4
Forward Looking Statements.................................... 11
About This Prospectus......................................... 11
Where You Can Find More Information........................... 12
No Proceeds to the Company.................................... 12
Selling Stockholders.......................................... 12
Plan of Distribution.......................................... 13
Experts....................................................... 14
Legal Matters................................................. 14
=============================================================================
=============================================================================
=============================================================================
=============================================================================
827,936 SHARES
S1 CORPORATION
COMMON STOCK
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
_________ __, 2000
=============================================================================
=============================================================================
<PAGE> 18
===================================== ====================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated fees and expenses payable by
S1 in connection with the issuance and distribution of the securities being
registered:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee...................................................................$ 9,345
Printing and Duplicating Expenses.................................................. 15,000
Legal Fees and Expenses............................................................ 20,000
Accounting Fees and Expenses....................................................... 20,000
Miscellaneous...................................................................... 10,000
--------
Total........................................................................$ 74,345
========
</TABLE>
ITEM 15. 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 of 1933 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue.
II-1
<PAGE> 19
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<S> <C>
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).
4.1.1 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of S1 (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).
4.2 Certificate of Designation for S1's Series B Redeemable
Convertible Preferred Stock (filed as Exhibit 2 to S1's
Registration 4.2 Statement on Form 8-A filed with the
SEC on September 30, 1998 and incorporated herein by
reference).
4.3 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 quarter ended
March 31, 1999 and incorporated herein by reference).
4.4 Amended and Restated Bylaws of S1 (filed as Exhibit 3
to S1's Registration Statement on Form 8-A filed with
the SEC on September 30, 1998 and incorporated herein
by reference).
4.5 Specimen certificate for S1's common stock (filed as
Exhibit 4 to S1's Registration Statement on Form 8-A
filed with the SEC on September 30, 1998 and
incorporated herein by reference).
4.6 Specimen certificate for S1's Series A Convertible
Preferred Stock (filed as Exhibit 4.2 to S1's Annual
Report on Form 10-K for the year ended December 31,
1998 and incorporated herein by reference).
4.7 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 year ended December
31, 1998 and incorporated herein by reference).
4.8 Specimen certificate for S1's Series C Redeemable
Convertible Preferred Stock (filed as Exhibit 4 to S1's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999 and incorporated herein by reference).
5.1 Opinion of Nancy K. Kenley, Esq. as to the validity of
the shares being registered.
23.1 Consent of Nancy K. Kenley, Esq. (included in Exhibit
5.1).
23.2 Consent of PricewaterhouseCoopers LLP regarding S1
financial statements.
23.3 Consent of KPMG LLP regarding S1 financial statements.
24.1 Power of Attorney (included on signature page).
</TABLE>
ITEM 17. 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 of 1933;
(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 this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (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
II-2
<PAGE> 20
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and
(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 this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a) (1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in the
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the Securities
offered herein, 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 further undertakes that, for the
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement
relating to the Securities offered herein, 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
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
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, 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 whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 21
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-3 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 5, 2000.
S1 CORPORATION
By: /s/ James S. Mahan, III
--------------------------------
James S. Mahan, III
Chief Executive Officer,
President and Director (Principal
Executive Officer)
Power of Attorney - the undersigned directors of S1 Corporation, hereby
constitute and appoint James S. Mahan III and Robert F. Stockwell and each and
either of them, their true and lawful attorneys-in-fact and agents, to do any
and all acts and things in their names and on their behalf in their capacity as
directors and to execute any and all instruments for them and in their names in
the capacities indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable S1 Corporation to comply with
the Securities Act of 1933 and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this registration
statement, or any registration statement for this offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
including specifically, but without limitation, any and all amendments
(including post-effective amendments) hereto and they hereby ratify and confirm
all that the above-mentioned attorneys and agents, or either of them, shall do
or cause to be done by virtue thereof.
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 5th day of May, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ James S. Mahan, III Chief Executive Officer, President and
-------------------------- Director (Principal Executive
James S. Mahan, III Officer)
/s/ Robert F. Stockwell Senior Vice President and Chief
-------------------------- Financial Officer (Principal
Robert F. Stockwell Financial Officer and Principal
Accounting Officer)
/s/ Robert W. Copelan Director
--------------------------
Robert W. Copelan
/s/ Joseph S. McCall
--------------------------
Joseph S. McCall Director
/s/ Howard J. Runnion, Jr. Director
---------------------------
Howard J. Runnion, Jr.
</TABLE>
II-4
<PAGE> 22
<TABLE>
<CAPTION>
<S> <C>
/s/ Jackson L. Wilson, Jr. Director
--------------------------
Jackson L. Wilson, Jr.
/s/ Gregg Freishtat Director
--------------------------
Gregg Freishtat
/s/ Michel Akkermans Director
--------------------------
Michel Akkermans
/s/ David Hodgson Director
--------------------------
David Hodgson
</TABLE>
II-5
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<S> <C>
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).
4.1.1 Certificate of Amendment of Amended and Restated
Certificate of Incorporation of S1 (filed as Exhibit
4.2 to S1's RegistrationStatement on Form S-8 (File
No. 333-82369) filed with the SEC on July 7, 1999 and
incorporated herein by reference).
4.2 Certificate of Designation for S1's Series B Redeemable
Convertible Preferred Stock (filed as Exhibit 2 to
S1's RegistrationStatement on Form 8-A filed with the
SEC on September 30, 1998 and incorporated herein by
reference).
4.3 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 quarter ended
March 31, 1999 and incorporated herein by reference).
4.4 Amended and Restated Bylaws of S1 (filed as Exhibit 3
to S1's Registration Statement on Form 8-A filed with
the SEC on September 30, 1998 and incorporated herein
by reference). Specimen certificate for S1's common
stock (filed as Exhibit 4 to S1's Registration
Statement on Form 8-A filed with the SEC on September
30, 1998 and incorporated herein by reference).
Specimen certificate for S1's Series A Convertible
Preferred Stock (filed as Exhibit 4.2 to S1's Annual
Report on Form 10-K for the 4.6 year ended December
31, 1998 and incorporated herein by reference).
4.7 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 year ended
December 31, 1998 and incorporated herein by reference).
4.8 Specimen certificate for S1's Series C Redeemable
Convertible Preferred Stock (filed as Exhibit 4 to S1's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999 and incorporated herein by reference).
5.1 Opinion of Nancy K. Kenley, Esq. as to the validity of
the shares being registered.
23.1 Consent of Nancy K. Kenley, Esq. (included in Exhibit
5.1).
23.2 Consent of PricewaterhouseCoopers LLP regarding S1
financial statements.
23.3 Consent of KPMG LLP regarding S1 financial statements.
24.1 Power of Attorney (included on signature page).
</TABLE>
II-6
<PAGE> 24
<PAGE> 1
==================================== =======================================
==================================== =======================================
EXHIBIT 5.1
LEGAL OPINION OF NANCY KENLEY, ESQ.
May 5, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: S1 Corporation
Gentlemen and Ladies:
As Corporate Legal Counsel to S1 Corporation, a Delaware corporation
("S1"), I am furnishing this opinion letter in connection with S1's registration
statement on Form S-3 (the "Registration Statement"), filed with the Securities
and Exchange Commission relating to the registration on behalf of certain
selling stockholders named therein of up to 827,936 shares of S1 common stock,
par value $0.01 per share (the "Shares"). All of the Shares were issued upon the
acquisition of Q-Up Systems, Inc. ("Q-UP") by S1 pursuant to an Agreement and
Plan of Merger by and among S1, Q-Up, Austin Acquisition Corporation and the
stockholders of Q-Up who are signatories thereto, dated as of March 6, 2000 (the
"Agreement"). This opinion letter is furnished to you at your request to enable
you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
Section 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, I have examined copies of the
following documents:
1. An executed copy of the Agreement.
2. An executed copy of the Registration Statement.
3. The Certificate of Incorporation of S1.
4. The Bylaws of S1.
5. Resolutions of the Board of Directors of S1 adopted at a
meeting held on March 6, 2000 relating to the issuance and
sale of the Shares and arrangements in connection therewith.
In my examination of the aforesaid documents, I have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to me as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the Delaware
General Corporation Law, as amended. I express no opinion herein as to any other
laws, statutes,
<PAGE> 2
ordinances, rules, or regulations. As used herein, the term "Delaware General
Corporation Law, as amended" includes the statutory provisions contained
therein, all applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, I am of the opinion
that the Shares are validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection with the
Registration Statement and speaks as of the date hereof. I assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
I hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the reference to my name under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, I do not thereby admit that I am an "expert"
within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Nancy K. Kenley
--------------------
Nancy K. Kenley
Corporate Legal Counsel
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 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. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
PricewaterhouseCoopers LLP
Atlanta, Georgia
May 3, 2000
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
S1 Corporation:
We consent to the incorporation by reference in the registration statement (No.
333- ) on Form S-3 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 and to the reference to our firm
under the heading "Experts" in the prospectus.
KPMG LLP
Atlanta, Georgia
May 3, 2000
