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): August 17, 2005
S1 Corporation
(Exact name of registrant as specified in its charter)
| | | | | |
Delaware
(State or other jurisdiction
of incorporation) | | 000-24931
(Commission
File Number) | | 58-2395199
(IRS Employer
Identification No.) |
| | | | | |
35000 Lenox Road, Suite 200, Atlanta, Georgia
(Address of principal executive offices)
| | 30326
(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:
| ¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| ¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| ¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| ¨ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Rule 425, Rule 14a-12 and Instruction 2 to Rule 14d-2(b)(2) |
Item 1.01. Entry into a Material Definitive Agreement.
Executive Officer Compensation
On August 17, 2005, the Board of Directors of S1 Corporation (the “Company”) approved a recommendation of the Compensation Committee of the Board of Directors to increase the base salary of Mr. James S. Mahan, III, Chairman and Chief Executive Officer of the Company, effective August 1, 2005. Mr. Mahan’s new base salary is $600,000. In addition, the Board of Directors approved the Compensation Committee’s recommendation to grant Mr. Mahan an allowance of up to $500,000 to draw upon from time to time for air transportation, housing and automobile expenses.
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.
| | | | | |
| | S1 CORPORATION
(Registrant)
| |
| | /s/ Richard P. Dobb | |
| | Richard P. Dobb | |
| | Vice President, General Counsel and Secretary | |
| |
Date: August 23, 2005
