S1 (SONE) 10-K/A 2000 FY Annual report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2000
	OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to

Commission file number: 000-24931

S1 CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	58-2395199
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
3390 Peachtree Road, NE, Suite 1700
Atlanta, Georgia	30326
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (404) 812-6200

Securities registered pursuant to Section 12(b) of the Act:

Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share
Title of Class

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes   X  . No____.

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

      As of March 22, 2001, the aggregate market value of the shares of common stock of the registrant issued and outstanding on such date, excluding 3,453,927 shares held by all affiliates of the registrant, was approximately $365,634,065. This figure is based on the closing sales price of $6.6562 per share of the registrant’s common stock on March 22, 2001, and excludes shares held by directors and executive officers because such persons may be deemed to be affiliates. This reference to affiliate status is not necessarily a conclusive determination for other purposes.

      Shares of common stock outstanding as of March 22, 2001: 58,385,279

DOCUMENTS INCORPORATED BY REFERENCE

      List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated:

      Portions of the definitive proxy statement for the annual meeting of shareholders to be held May 23, 2001, which the registrant intends to file no later than 120 days after December 31, 2000, are incorporated by reference in Part III.

      Explanatory Note:

      This amendment to S1 Corporation’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on April 2, 2001, is filed to correct the misalignment of certain figures in the financial statement entitled “S1 Corporation and Subsidiaries Consolidated Statements of Stockholders’ Equity” of Item 8 to Part II of the Form 10-K. The line items affected are: “Common stock issued upon the exercise of stock options and employee stock purchase,” “Stock option compensation,” “Warrant issued in connection with marketing agreement” and “Issuance of common stock in connection with acquisitions.” During the Edgarization process, the figures corresponding to the above-mentioned line items were inadvertently placed in the “Comprehensive income” column instead of the “Total stockholders’ equity” column. The Company has made no further changes to its Annual Report on Form 10-K filed with the SEC on April 2, 2001.

PART II

Item 8. Financial Statements and Supplementary Data.

      The financial statement entitled “S1 Corporation and Subsidiaries Consolidated Statements of Stockholders’ Equity” of Item 8 is hereby amended and restated as follows:

S1 CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the years ended December 31, 1998, 1999, and 2000
(in thousands, except share data)

		Convertible preferred stock
		Series A						Series B
		Shares			Amount			Shares		Amount
	Balance at December 31, 1997		1,251,084		$	2,679			—	$	—
	Net loss		—			—			—		—
Change in net unrealized gains on     investment securities available for sale			—			—			—		—
	Conversion of preferred stock to common stock		(614,620	)		(768	)		—		—
	Sale of common stock, net of expenses		—			—			—		—
	Issuance of preferred stock, net of expenses		—			—			749,064		10,000
	Common stock issued upon the     exercise of stock options		—			—			—		—
	Stock option compensation		—			—			—		—
	Issuance of options to acquire     common and preferred stock		—			—			—		—
	Issuance of common stock in     exchange for purchased technology		—			—			—		—
	Issuance of common stock in     exchange for marketable equity securities		—			—			—		—
	Cumulative foreign currency     translation adjustment		—			—			—		—
	Comprehensive income
	Balance at December 31, 1998		636,464		$	1,911			749,064	$	10,000
	Net loss		—			—			—		—
Change in net unrealized gains on     investment securities available for sale			—			—			—		—
Change in cumulative foreign currency     translation adjustment			—			—			—		—
	Conversion of preferred stock to common stock		(207,514	)		(849	)		—		—
	Issuance of preferred stock, net of expenses		—			—			—		—
	Sale of common stock, net of expenses		—			—			—		—
	Payment on receivable from the sale of stock		—			—			—		—
	Interest earned on receivable from the sale     of stock		—			—			—		—
	Common stock issued upon the     exercise of stock options		—			—			—		—
	Stock option compensation		—			—			—		—
	Warrant issued in connection with     marketing agreement		—			—			—		—
	Issuance of common stock in connection     with acquisitions		—			—			—		—
	Comprehensive income		—			—			—		—
	Balance at December 31, 1999		428,950		$	1,062			749,064	$	10,000
	Net loss		—			—			—		—
Change in net unrealized gains on     investment securities available for sale			—			—			—		—
Change in cumulative foreign currency     translation adjustment			—			—			—		—
Realized gains on sale of investment securities			—			—			—		—
	Conversion of preferred stock to common stock		(428,950	)		(1,062	)		—		—
	Issuance of preferred stock, net of expenses		—			—			—		—
	Payment on receivable from the sale of stock		—			—			—		—
	Interest earned on receivable from the sale     of stock		—			—			—		—
	Common stock issued upon the exercise of     stock options and employee stock purchase		—			—			—		—
	Stock option compensation		—			—			—		—
	Warrant issued in connection with     marketing agreement		—			—			—		—
	Issuance of common stock in connection     with acquisitions		—			—			—		—
	Comprehensive income		—			—			—		—
	Balance at December 31, 2000		—		$	—			749,064	$	10,000

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Convertible preferred stock
		Series C						Series D
		Shares			Amount			Shares		Amount
	Balance at December 31, 1997		—		$	—			—	$	—
	Net loss		—			—			—		—
Change in net unrealized gains on     investment securities available for sale			—			—			—		—
	Conversion of preferred stock to common stock		—			—			—		—
	Sale of common stock, net of expenses		—			—			—		—
	Issuance of preferred stock, net of expenses		—			—			—		—
	Common stock issued upon the     exercise of stock options		—			—			—		—
	Stock option compensation		—			—			—		—
	Issuance of options to acquire     common and preferred stock		—			—			—		—
	Issuance of common stock in     exchange for purchased technology		—			—			—		—
	Issuance of common stock in     exchange for marketable equity securities		—			—			—		—
	Cumulative foreign currency     translation adjustment		—			—			—		—
	Comprehensive income		—			—			—		—
	Balance at December 31, 1998		—		$	—			—	$	—
	Net loss		—			—			—		—
Change in net unrealized gains on     investment securities available for sale			—			—			—		—
Change in cumulative foreign currency     translation adjustment			—			—			—		—
	Conversion of preferred stock to common stock		—			—			—		—
	Issuance of preferred stock, net of expenses		215,000			12,027			—		—
	Sale of common stock, net of expenses		—			—			—		—
	Payment on receivable from the sale of stock		—			—			—		—
	Interest earned on receivable from the sale     of stock		—			—			—		—
	Common stock issued upon the     exercise of stock options		—			—			—		—
	Stock option compensation		—			—			—		—
	Warrant issued in connection with     marketing agreement		—			—			—		—
	Issuance of common stock in connection     with acquisitions		—			—			—		—
	Comprehensive income
	Balance at December 31, 1999		215,000		$	12,027			—	$	—
	Net loss		—			—			—		—
Change in net unrealized gains on     investment securities available for sale			—			—			—		—
Change in cumulative foreign currency     translation adjustment			—			—			—		—
Realized gains on sale of investment securities			—			—			—		—
	Conversion of preferred stock to common stock		(21,500	)		(1,203	)		—		—
	Issuance of preferred stock, net of expenses		—			—			244,000		231,957
	Payment on receivable from the sale of stock		—			—			—		—
	Interest earned on receivable from the sale     of stock		—			—			—		—
	Common stock issued upon the exercise of     stock options and employee stock purchase		—			—			—		—
	Stock option compensation		—			—			—		—
	Warrant issued in connection with     marketing agreement		—			—			—		—
	Issuance of common stock in connection     with acquisitions		—			—			—		—
	Comprehensive income		—			—			—		—
	Balance at December 31, 2000		193,500		$	10,824			244,000	$	231,957

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Common stock				Additional		Receivable
						paid-in		from the sale
		Shares		Amount		capital		of stock
	Balance at December 31, 1997		20,974,490	$	210	$	74,382	$	—
	Net loss		—		—		—		—
Change in net unrealized gains on     investment securities available for sale			—		—		—		—
	Conversion of preferred stock to common stock		1,229,240		12		756		—
	Sale of common stock, net of expenses		185,186		2		968		—
	Issuance of preferred stock, net of expenses		—		—		—		—
	Common stock issued upon the     exercise of stock options		1,515,464		15		4,824		—
	Stock option compensation		—		—		787		—
	Issuance of options to acquire     common and preferred stock		—		—		1,300		—
	Issuance of common stock in     exchange for purchased technology		363,220		4		1,996		—
	Issuance of common stock in     exchange for marketable equity securities		259,404		2		1,798		—
	Cumulative foreign currency     translation adjustment		—		—		—		—
	Comprehensive income
	Balance at December 31, 1998		24,527,004	$	245	$	86,811	$	—
	Net loss		—		—		—		—
Change in net unrealized gains on     investment securities available for sale			—		—		—		—
Change in cumulative foreign currency     translation adjustment			—		—		—		—
	Conversion of preferred stock to common stock		415,028		4		845		—
	Issuance of preferred stock, net of expenses		—		—		—		(12,027	)
	Sale of common stock, net of expenses		1,225,617		12		63,945		—
	Payment on receivable from the sale of stock		—		—		—		962
	Interest earned on receivable from the sale of stock		—		—		750		(670	)
	Common stock issued upon the     exercise of stock options		2,854,774		29		11,873		—
	Stock option compensation		—		—		1,118		—
	Warrant issued in connection with     marketing agreement		—		—		715		—
	Issuance of common stock in connection     with acquisitions		19,808,820		198		960,550		—
	Comprehensive income
	Balance at December 31, 1999		48,831,243	$	488	$	1,126,607	$	(11,735	)
	Net loss
Change in net unrealized gains on     investment securities available for sale			—		—		—		—
Change in cumulative foreign currency     translation adjustment			—		—		—		—
Realized gains on sale of investment securities			—		—		—		—
	Conversion of preferred stock to common stock		900,900		9		2,256		—
	Issuance of preferred stock, net of expenses		—		—		—		—
	Payment on receivable from the sale of stock		—		—		—		1,325
	Interest earned on receivable from the sale of stock		—		—		1,044		(1,044	)
	Common stock issued upon the     exercise of stock options     and employee stock purchase		3,567,747		36		17,414		—
	Stock option compensation		—		—		5,015		—
	Warrant issued in connection with     marketing agreement		—		—		4,962		—
	Issuance of common stock in connection     with acquisitions		4,665,880		47		452,798		—
	Comprehensive income
	Balance at December 31, 2000		57,965,770	$	580	$	1,610,096	$	(11,454	)

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Retained			Accumulated
		earnings/			other			Total
		(accumulated			comprehensive			stockholders'			Comprehensive
		deficit)			income			equity			income
	Balance at December 31, 1997	$	(52,035	)	$	(96	)	$	25,140
	Net loss		(30,805	)		—			(30,805	)		(30,805	)
Change in net unrealized gains on     investment securities available for sale			—			1,270			1,270			1,270
	Conversion of preferred stock to common stock		—			—			—
	Sale of common stock, net of expenses		—			—			970
	Issuance of preferred stock, net of expenses		—			—			10,000
	Common stock issued upon the     exercise of stock options		—			—			4,839
	Stock option compensation		—			—			787
	Issuance of options to acquire     common and preferred stock		—			—			1,300
	Issuance of common stock in     exchange for purchased technology		—			—			2,000
	Issuance of common stock in     exchange for marketable equity    securities		—			—			1,800
	Cumulative foreign currency     translation adjustment		—			(72	)		(72	)		(72	)
	Comprehensive income										$	(29,607	)
	Balance at December 31, 1998	$	(82,840	)	$	1,102		$	17,229
	Net loss		(125,087	)		—			(125,087	)		(125,087	)
Change in net unrealized gains on     investment securities available for sale			—			58,818			58,818			58,818
Change in cumulative foreign currency     translation adjustment			—			365			365			365
	Conversion of preferred stock to common stock		—			—			—			—
	Issuance of preferred stock, net of expenses		—			—			—			—
	Sale of common stock, net of expenses		—			—			63,957			—
	Payment on receivable from the sale of stock		—			—			962			—
	Interest earned on receivable from the sale of stock		—			—			80			—
	Common stock issued upon the     exercise of stock options		—			—			11,902			—
	Stock option compensation		—			—			1,118			—
	Warrant issued in connection with     marketing agreement		—			—			715			—
	Issuance of common stock in connection     with acquisitions		—			—			960,748			—
	Comprehensive income		—			—			—		$	(65,904	)
	Balance at December 31, 1999	$	(207,927	)	$	60,285		$	990,807			—
	Net loss		(1,177,678	)		—			(1,177,678	)		(1,177,678	)
Change in net unrealized gains on     investment securities available for sale			—			(19,120	)		(19,120	)		(19,120	)
Change in cumulative foreign currency     translation adjustment			—			364			364			364
Realized gains on sale of investment securities			—			(40,182	)		(40,182	)		—
	Conversion of preferred stock to common stock		—			—			—			—
	Issuance of preferred stock, net of expenses		—			—			231,957			—
	Payment on receivable from the sale of stock		—			—			1,325			—
	Interest earned on receivable from the sale of stock								—
	Common stock issued upon the exercise of     stock options and employee stock purchase		—			—			17,450			—
	Stock option compensation		—			—			5,015			—
	Warrant issued in connection with     marketing agreement		—			—			4,962			—
	Issuance of common stock in connection     with acquisitions		—			—			452,845			—
	Comprehensive income		—			—			—		$	(1,196,434	)
	Balance at December 31, 2000	$	(1,385,605	)	$	1,347		$	467,745

See accompanying notes to consolidated financial statements.

2

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned hereunto duly authorized.

S1 CORPORATION

(Registrant)

/s/ Robert F. Stockwell
Robert F. Stockwell

Chief Financial Officer

       Date: April 3, 2001