UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 8)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
S1 Corporation
(Name of Subject Company)
S1 Corporation
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
78463B101
(CUSIP Number of Class of Securities)
Gregory D. Orenstein, Esq.
Senior Vice President, Chief Legal Officer and Secretary
705 Westech Drive
Norcross, Georgia 30092
(404) 923-3500
(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
With a copy to:
Stuart G. Stein, Esq.
Daniel Keating, Esq.
Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street, NW
Washington, DC 20004
(202) 637-8575
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Introduction
This Amendment No. 8 (this “Amendment”), amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Original Schedule 14D-9”) originally filed with the United States Securities and Exchange Commission (the “SEC”) by S1 Corporation, a Delaware corporation (“S1” or the “Company”), on September 13, 2011, as amended by that certain Amendment No. 1 filed with the SEC on September 16, 2011 (“Amendment No. 1”), as amended and restated in its entirety by that certain Amendment No. 2 filed with the SEC on October 13, 2011 (“Amendment No. 2”), as amended by that certain Amendment No. 3 filed with the SEC on October 18, 2011 (“Amendment No. 3”), as amended by that certain Amendment No. 4 filed with the SEC on October 25, 2011 (“Amendment No. 4”), as amended by that certain Amendment No. 5 filed with the SEC on November 1, 2011 (“Amendment No. 5”), as amended by that certain Amendment No. 6 filed with the SEC on November 18, 2011 (“Amendment No. 6”) and as amended by that certain Amendment No. 7 filed with the SEC on December 2, 2011 (“Amendment No. 7,” and, together with the Original Schedule 14D-9, Amendment No.1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, the “Schedule 14D-9”).
The Schedule 14D-9 relates to the exchange offer by Antelope Investment Co. LLC, a Delaware limited liability company (“Antelope”) and wholly owned subsidiary of ACI Worldwide, Inc., a Delaware corporation (“ACI”), to purchase each outstanding share of S1 common stock for, at an S1 stockholder’s election, 0.3148 shares of ACI common stock or $10.00 in cash (less applicable withholding taxes and without interest), subject to certain proration procedures, set forth in the Prospectus/Offer to Exchange, dated October 13, 2011, which forms a part of ACI’s Post-Effective Amendment No. 1 to its Registration Statement on Form S-4 (File No. 333-176557) filed with the SEC on October 13, 2011 and the related Letter of Election and Transmittal, filed with the SEC as Exhibit (a)(1)(B) to Amendment No. 9 to ACI’s Schedule TO (the “Schedule TO”) under Section 14(d)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed on December 29, 2011. The Schedule TO was originally filed on August 30, 2011 and the original Prospectus/Offer to Exchange, dated August 30, 2011, was filed with the SEC as Exhibit (a)(1)(A) to the Tender Offer Statement under Section 14(d)(1) of the Exchange Act, and the related Letter of Election and Transmittal, filed with the SEC as Exhibit (a)(1)(B) to the Schedule TO, set forth the terms of ACI’s and Antelope’s original exchange offer.
All information in the Schedule 14D-9 is incorporated into this Amendment by reference, except that such information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed to them in the Schedule 14D-9.
On December 29, 2011, ACI announced that it had extended the exchange offer until 5:00 p.m., Eastern time, on Monday, January 30, 2012, unless further extended.
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| Item 8. | Additional Information. |
Item 8(d) is hereby amended and supplemented by adding the following language to the third paragraph of Item 8(d):
“ACI and S1 have each certified their compliance with the Second Request.”
Item 8(k) is hereby amended and restated in its entirety as follows:
“(k) ACI Announces Extension of Exchange Offer. On December 29, 2011, ACI announced that it had extended the Amended Exchange Offer. The Amended Exchange Offer will now expire at 5:00 p.m., Eastern time, on Monday, January 30, 2012, unless further extended.
ACI also announced that as of December 28, 2011, 26,913,826 shares of S1 Common Stock have been validly tendered in, and not withdrawn from, the Amended Exchange Offer, representing approximately 48.8% of the outstanding shares of S1 Common Stock.”
| Item 9. | Exhibits. |
Item 9 is hereby amended and supplemented by adding the following exhibits:
| Exhibit No. | Description | |
| (a)(29) | Press Release issued by ACI Worldwide, Inc. on December 29, 2011 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC by ACI Worldwide, Inc. on December 29, 2011). | |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 8 is true, complete and correct.
| Dated: December 30, 2011 | S1 Corporation | |||||
| By: | /S/ PAUL M. PARRISH | |||||
| Name: | Paul M. Parrish | |||||
| Title: | Chief Financial Officer | |||||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| (a)(29) | Press Release issued by ACI Worldwide, Inc. on December 29, 2011 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC by ACI Worldwide, Inc. on December 29, 2011). | |
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