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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): November 27, 2000
S1 CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-24931 58-2395199
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3390 PEACHTREE ROAD, NE, SUITE 1700, ATLANTA, GEORGIA 30326
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(Address of principal executive offices)
Registrant's telephone number, including area code: (404) 812-6200
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On November 27, 2000, S1 Corporation ("S1") issued a press
release announcing the appointment of Jaime Ellertson as its new Chief Executive
Officer. Mr. Ellertson replaces James S. Mahan, III, who becomes Chairman.
Current Chairman Michel Akkermans has resigned from the Chairman's position but
remains on S1's Board of Directors. A copy of the press release is attached as
Exhibit 99.1.
Also, effective as of November 27, 2000, S1 reached an agreement
for the partial payment of the "earn-out" shares to the former shareholders of
FICS Group, N.V. ("FICS") S1 acquired FICS on November 17, 1999. Pursuant to
the terms of the FICS acquisition, the former FICS stockholders were entitled
to receive up to an additional 4.5 million shares of S1 common stock under an
"earn-out" if FICS met certain financial goals or signed certain large customer
contracts. Although FICS has not met its revenue goals, it did sign certain
large customer contracts. S1 agreed to issue a total of 1.8 million shares to
the former FICS shareholders, and the remainder of the earn-out is terminated.
By terminating the earn-out now, S1 has eliminated the restrictions on S1's
ability to change the operations of FICS and removes circumstances under which
the full earn-out would have been paid.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit
No. Description
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99.1 Press Release dated November 27, 2000.
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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
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(Registrant)
/s/ Robert F. Stockwell
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Robert F. Stockwell
Chief Financial Officer
Date: November 27, 2000
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Release dated November 27, 2000.