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): October 28, 2004 S1 Corporation (Exact name of registrant as specified in its charter) Delaware 000-24931 58-2395199 -------- --------- ---------- (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 3500 Lenox Road, Suite 200, Atlanta, GA 30326 --------------------------------------------- (Address of principal executive offices) 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 (see General Instruction A.2. below): |_| 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 2.02 Results of Operations and Financial Condition On October 28, 2004, S1 Corporation ("S1") issued a press release announcing the results of operations for the quarter ended September 30, 2004. That press release is being furnished as Exhibit 99.1 to this report. Also on October 28, 2004, S1 held a conference call during which S1 discussed its third quarter year results and presented certain other material relating to S1 and its operations. A replay of the conference call is available for playback two hours after the conference call is complete by dialing (800) 642-1687, Access # 1398350. The replay will be active until 5:00 p.m. EDT on November 4, 2004. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description - --------- --------------------------------------------------------------------- 99.1 Press release dated October 28, 2004 2 - -------------------------------------------------------------------------------- SIGNATURE 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 Corporartion (Registrant) By: /s/ Richard P. Dobb -------------------------------------- Name: Richard P. Dobb Title: Vice President, General Counsel and Secretary Date: October 28, 2004 3 - -------------------------------------------------------------------------------- Exhibit Index Exhibit No. Description - --------- --------------------------------------------------------------------- 99.1 Press release dated October 28, 2004 - -------------------------------------------------------------------------------- 4