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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): September 23, 1999
SECURITY FIRST TECHNOLOGIES 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
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
(a) On September 24, 1999, Security First Technologies Corporation, or
S1, announced, in a press release attached as Exhibit 99.1, that it had entered
into an Agreement and Plan of Merger (the "Merger Agreement") by which S1 will
acquire VerticalOne Corporation in a stock-for-stock exchange. The Merger
Agreement and the share of S1 common stock to be issued in the merger are
subject to applicable stockholder approvals of both S1 and VerticalOne and any
required regulatory filings and notices, as well as customary closing
conditions. The Merger Agreement is filed as Exhibit 2.1 and incorporated by
reference herein.
(b) On the same day, as also set forth in the attached press release,
S1 invested $15.0 million in VerticalOne by purchasing a new Series C preferred
stock. VerticalOne issued 2,608,242 shares of VerticalOne Series C preferred
stock to S1 at a purchase price of $5.751 per share. The Stock Purchase
Agreement is filed as Exhibit 99.2 and incorporated by reference herein.
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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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2.1 Agreement and Plan of Merger by and among Security First
Technologies Corporation, VerticalOne Acquisition
Corporation and VerticalOne Corporation dated as of
September 23, 1999.
99.1 Press Release dated September 24, 1999.
99.2 Series C Preferred Stock Purchase Agreement by and between
VerticalOne Corporation and Security First Technologies
Corporation dated as of September 23, 1999.
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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.
SECURITY FIRST TECHNOLOGIES CORPORATION
(Registrant)
/s/ LISA A. WILKIE
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Lisa A. Wilkie
Controller
Date: September 29, 1999
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EXHIBIT INDEX
Exhibit
No. Description
- --- -----------
2.1 Agreement and Plan of Merger by and among Security First Technologies
Corporation, VerticalOne Acquisition Corporation and VerticalOne
Corporation dated as of September 23, 1999.
99.1 Press Release dated September 24, 1999.
99.2 Series C Preferred Stock Purchase Agreement by and between VerticalOne
Corporation and Security First Technologies Corporation dated as of
September 23, 1999.