UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2010
S1 CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-24931 | | 58-2395199 |
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(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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705 Westech Drive, Norcross, Georgia | |
30092 |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(404) 923-3500
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02. | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 1, 2010, the Compensation Committee of the Board of Directors of S1 Corporation (the “Company”) approved the 2010 Management Incentive Plan (the “2010 Plan”) pursuant to which named executive officers and other key contributors of the Company are eligible for cash bonuses based on the achievement of financial and performance metrics. Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization excluding stock based compensation expense) is the key metric used to determine the bonus pool and the actual bonus available to be paid. Performance metrics may also be established for individual participants and the achievement of such performance metrics will also be a factor in determining the amount of bonus to be paid.
The foregoing is qualified in its entirety by reference to the 2010 Plan, a copy of which is filed as Exhibit 10.1 to this report and is hereby incorporated by reference herein.
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| Item 9.01. | | Financial Statements and Exhibits. |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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| Exhibit No. | | Description |
| 10.1 | | 2010 Management Incentive Plan |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | S1 CORPORATION
(Registrant)
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| | By: | /s/ Gregory D. Orenstein | |
| | | Gregory D. Orenstein | |
| | | SVP, Chief Legal Officer and Secretary | |
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Date: February 4, 2010
