- Amended Current report filing (8-K/A)
17 Novembro 2011 - 8:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 17, 2011 (November 9, 2011)
S1 CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-24931
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58-2395199
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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705 Westech Drive, Norcross, Georgia
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30092
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(Address of principal executive offices)
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(Zip code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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)
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Purpose of Amendment
The purpose of this amendment is to correct an omission in S1 Corporations (the Company) Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15,
2011 (the Initial Filing) which reported the Companys grants of shares of restricted common stock to certain of the Companys employees and directors. The Initial Filing omitted the grant of 25,000 shares of restricted common
stock to Paul M. Parrish.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
In addition to the grants specified in the Initial Filing and as permitted
pursuant to the terms of that certain Transaction Agreement dated October 3, 2011 by and among the Company, ACI Worldwide, Inc. and Antelope Investment Co. LLC, on November 9, 2011, the Company granted under the S1 Corporation 2003 Stock
Incentive Plan, as amended and restated effective February 26, 2008, 25,000 shares of restricted common stock to Paul M. Parrish.
Forward Looking Statements
Certain
statements herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, those regarding any transaction with ACI Worldwide,
Inc. and other statements that are not historical facts. These statements involve risks and uncertainties including those detailed in S1s Annual Reports on Form 10-K and other filings with the Securities and Exchange Commission. Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. S1 disclaims any intention or obligation to update publicly or revise
such statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
S1 Corporation has filed a Solicitation/Recommendation Statement on Schedule 14D-9, as amended, with the SEC. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ THAT STATEMENT AND OTHER MATERIALS FILED WITH THE SEC BY S1 BECAUSE THEY CONTAIN IMPORTANT INFORMATION. S1 stockholders and other interested parties may obtain, free of charge, copies of S1s Schedule 14D-9, as
amended, and other documents filed by S1 with the SEC at the SECs website at http://www.sec.gov. In addition free copies of the documents filed by S1 with the SEC with respect to the exchange offer may be obtained by contacting S1s
Investor Relations at (404) 923-3500 or by accessing S1s investor relations website at www.s1.com.
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.
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S1 CORPORATION
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(Registrant)
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Date: November 17, 2011
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By:
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/s/ Gregory D. Orenstein
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Name: Gregory D. Orenstein
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Title: SVP, Chief Legal Officer and Secretary
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