-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ho6oQB/8Zlyr7C4rTUTGzt2tCdgA4bOZpCaGM1p/dFRKaL45VRvMhKtMDslvbQjk jiO1p6rMu1a6YE+8vphLUQ== 0000921895-08-002369.txt : 20080912 0000921895-08-002369.hdr.sgml : 20080912 20080911203954 ACCESSION NUMBER: 0000921895-08-002369 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080912 DATE AS OF CHANGE: 20080911 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: S1 CORP /DE/ CENTRAL INDEX KEY: 0001063254 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 582395199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54731 FILM NUMBER: 081068123 BUSINESS ADDRESS: STREET 1: 705 WESTECH DRIVE CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 4049233500 MAIL ADDRESS: STREET 1: 705 WESTECH DRIVE CITY: NORCROSS STATE: GA ZIP: 30092 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY FIRST TECHNOLOGIES CORP DATE OF NAME CHANGE: 19980603 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAMIUS LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 SC 13D/A 1 sc13da706297006_09112008.htm AMENDMENT NO. 7 TO THE SCHEDULE 13D sc13da706297006_09112008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 7)1

S1 Corporation
(Name of Issuer)

Common Stock, $.01 Par Value
(Title of Class of Securities)

78463B101
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 9, 2008
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    4,835,213
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
       4,835,213
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,835,213
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 8.5%
14
TYPE OF REPORTING PERSON
 
CO

2

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
PARCHE, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
       1,126,839
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,126,839
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,126,839
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.0%
14
TYPE OF REPORTING PERSON
 
OO

3

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
RCG AMBROSE MASTER FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
       126,905
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
126,905
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
126,905
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

4

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
RCG HALIFAX FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
       132,150
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
132,150
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
132,150
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

5

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
RAMIUS MASTER FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
       562,375
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
562,375
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
562,375
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

6

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
RAMIUS FUND III, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
       32,611
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
32,611
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
32,611
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

7

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
RCG ENTERPRISE, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,126,839
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,126,839
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,126,839
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.0%
14
TYPE OF REPORTING PERSON
 
CO

8

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
RCG STARBOARD ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
       5,962,052
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
5,962,052
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,962,052
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.5%
14
TYPE OF REPORTING PERSON
 
IA, OO

9

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
RAMIUS ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
594,986
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
594,986
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
594,986
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.1%
14
TYPE OF REPORTING PERSON
 
IA, OO

10

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,816,093
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,816,093
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,816,093
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.0%
14
TYPE OF REPORTING PERSON
 
IA, OO

11

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,816,093
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,816,093
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,816,093
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.0%
14
TYPE OF REPORTING PERSON
 
OO

12

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
       -0-
8
SHARED VOTING POWER
 
       6,816,093
9
SOLE DISPOSITIVE POWER
 
       -0-
10
SHARED DISPOSITIVE POWER
 
       6,816,093
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
      6,816,093
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.0%
14
TYPE OF REPORTING PERSON
 
IN

13

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 -0-
8
SHARED VOTING POWER
 
       6,816,093
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
       6,816,093
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
      6,816,093
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
      12.0%
14
TYPE OF REPORTING PERSON
 
IN

14

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 -0-
8
SHARED VOTING POWER
 
       6,816,093
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
       6,816,093
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
      6,816,093
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.0%
14
TYPE OF REPORTING PERSON
 
IN

15

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
       -0-
8
SHARED VOTING POWER
 
 6,816,093
9
SOLE DISPOSITIVE POWER
 
       -0-
10
SHARED DISPOSITIVE POWER
 
 6,816,093
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 6,816,093
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.0%
14
TYPE OF REPORTING PERSON
 
IN

16

CUSIP NO. 78463B101
 
1
NAME OF REPORTING PERSON
 
JEFFREY C. SMITH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
51,000*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
51,000*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
51,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

* Includes 42,000 Shares underlying stock options that are convertible into Shares within 60 days of the date hereof.
 
17

CUSIP NO. 78463B101
 

The following constitutes Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D filed by the undersigned.  This Amendment No. 7 amends the Schedule 13D as specifically set forth.
 
Item 2 is hereby amended to add the following:
 
Effective September 9, 2008, Jeffrey C. Smith resigned from his position as a member of the Board of Directors of the Issuer on a voluntary basis.  Accordingly, Mr. Smith is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 7.  Additionally, upon Mr. Smith’s resignation the Reporting Persons shall cease to have representation on the Issuer’s Board of Directors.
 
Pursuant to the Joint Filing Agreement described and defined below in Item 6, the remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
 
The first paragraph of Item 3 is hereby amended and restated as follows:
 
The Shares purchased by Starboard, Parche, RCG Ambrose, RCG Halifax, Ramius Master and Ramius Fund III were purchased with the working capital of such entities (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein.  The aggregate purchase cost of the 6,816,093 Shares beneficially owned in the aggregate by Starboard, Parche, RCG Ambrose, RCG Halifax, Ramius Master and Ramius Fund III is approximately $31,547,264, including brokerage commissions.
 
Item 5 is hereby amended and restated as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 56,659,342 Shares outstanding, as of July 21, 2008, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 8, 2008.
 
A.
Starboard
 
 
(a)
As of the date hereof, Starboard beneficially owned 4,835,213 Shares.
 
Percentage: Approximately 8.5%
 
 
(b)
1.  Sole power to vote or direct vote: 4,835,213
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 4,835,213
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Transactions in the Shares by Starboard since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
 
18

CUSIP NO. 78463B101
 
B.
Parche
 
 
(a)
As of the date hereof, Parche beneficially owned 1,126,839 Shares.
 
Percentage: Approximately 2.0%
 
 
(b)
1.  Sole power to vote or direct vote: 1,126,839
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,126,839
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Transactions in the Shares by Parche since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
C.
RCG Ambrose
 
 
(a)
As of the date hereof, RCG Ambrose beneficially owned 126,905 Shares.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 126,905
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 126,905
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Transactions in the Shares by RCG Ambrose since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
D.
RCG Halifax
 
 
(a)
As of the date hereof, RCG Halifax beneficially owned 132,150 Shares.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 132,150
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 132,150
 
4.  Shared power to dispose or direct the disposition: 0
 
(c)
Transactions in the Shares by RCG Halifax since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
E.
Ramius Master
 
 
(a)
As of the date hereof, Ramius Master beneficially owned 562,375 Shares.
 
Percentage: Less than 1%
 
19

CUSIP NO. 78463B101
 
 
(b)
1.  Sole power to vote or direct vote: 562,375
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 562,375
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Transactions in the Shares by Ramius Master since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
F.
Ramius Fund III
 
 
(a)
As of the date hereof, Ramius Fund III beneficially owned 32,611 Shares.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 32,611
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 32,611
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Transactions in the Shares by Ramius Fund III since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
G.
RCG Enterprise
 
(a)  
As of the date hereof, RCG Enterprise, as the sole non-managing member of Parche and owner of all economic interest therein, may be deemed the beneficial owner of the 1,126,839 Shares beneficially owned by Parche.
 
Percentage: Approximately 2.0%
 
(b)  
1. Sole power to vote or direct vote: 1,126,839
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,126,839
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
RCG Enterprise has not has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D.  The transactions in the Shares by Parche since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and incorporated herein by reference.
 
H.
RCG Starboard Advisors
 
 
(a)
As of the date hereof, as the investment manager of Starboard and the managing member of Parche, RCG Starboard Advisors may be deemed the beneficial owner of (i) 4,835,213 Shares owned by Starboard and (ii) 1,126,839 Shares owned by Parche.
 
 
20

CUSIP NO. 78463B101
 
Percentage: Approximately 10.5%
 
 
(b)
1.  Sole power to vote or direct vote: 5,962,052
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 5,962,052
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
RCG Starboard Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D on behalf of Parche and Starboard are set forth on Schedule A and incorporated herein by reference.
 
I.
Ramius Advisors
 
 
(a)
As of the date hereof, as the investment advisor of Ramius Master and Ramius Fund III, Ramius Advisors may be deemed the beneficial owner of (i) 562,375 Shares owned by Ramius Master and (ii) 32,611 Shares owned by Ramius Fund III.
 
Percentage: Approximately 1.1%
 
 
(b)
1. Sole power to vote or direct vote: 594,986
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 594,986
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Ramius Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D on behalf of Ramius Master and Ramius Fund III are set forth on Schedule A and incorporated herein by reference.
 
J.
Ramius
 
 
(a)
As of the date hereof, as the sole member of RCG Starboard Advisors, the managing member of Ramius Advisors (the investment manager of Ramius Master) and the investment manager of RCG Halifax and RCG Ambrose, Ramius may be deemed the beneficial owner of (i) 4,835,213 shares owned by Starboard, (ii) 1,126,839 Shares owned by Parche, (iii) 126,905 Shares owned by RCG Ambrose, (iv) 132,150 Shares owned by RCG Halifax, (v) 562,375 Shares owned by Ramius Master and (vi) 32,611 Shares owned by Ramius Fund III.
 
Percentage: Approximately 12.0%
 
 
(b)
1.  Sole power to vote or direct vote: 6,816,093
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 6,816,093
 
4.  Shared power to dispose or direct the disposition: 0
 
 
21

CUSIP NO. 78463B101
 
 
(c)
Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D on behalf of Parche, Starboard, RCG Ambrose, RCG Halifax, Ramius Master and Ramius Fund III are set forth on Schedule A and incorporated herein by reference.
 
K.
C4S
 
 
(a)
As of the date hereof, as the managing member of Ramius, C4S may be deemed the beneficial owner of (i) 4,835,213 shares owned by Starboard, (ii) 1,126,839 Shares owned by Parche, (iii) 126,905 Shares owned by RCG Ambrose, (iv) 132,150 Shares owned by RCG Halifax, (v) 562,375 Shares owned by Ramius Master and (vi) 32,611 Shares owned by Ramius Fund III.
 
Percentage: Approximately 12.0%
 
 
(b)
1.  Sole power to vote or direct vote: 6,816,093
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 6,816,093
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
C4S did not enter into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D on behalf of Parche, Starboard, RCG Ambrose, RCG Halifax, Ramius Master and Ramius Fund III are set forth on Schedule A and incorporated herein by reference.
 
L.
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
 
 
(a)
As of the date hereof, as the managing members of C4S, each of Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon may be deemed the beneficial owner of (i) 4,835,213 shares owned by Starboard, (ii) 1,126,839 Shares owned by Parche, (iii) 126,905 Shares owned by RCG Ambrose, (iv) 132,150 Shares owned by RCG Halifax, (v) 562,375 Shares owned by Ramius Master and (vi) 32,611 Shares owned by Ramius Fund III.  Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the Shares owned by Starboard, Parche, RCG Ambrose, RCG Halifax, Ramius Master and Ramius Fund III by virtue of their shared authority to vote and dispose of such Shares.  Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such Shares.
 
Percentage: Approximately 12.0%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 6,816,093
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 6,816,093
 
 
22

CUSIP NO. 78463B101
 
 
(c)
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D on behalf of Parche, Starboard, RCG Ambrose, RCG Halifax, Ramius Master and Ramius Fund III are set forth on Schedule A and incorporated herein by reference.
 
M.
Mr. Smith
 
 
(a)
As of the date hereof, Mr. Smith beneficially owned 9,000 Shares, in addition to 42,000 Shares underlying stock options that may be converted into Shares within 60 days of the date hereof.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 51,000
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 51,000
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Mr. Smith did not enter into any transactions in the Shares since the filing of Amendment No. 6 to the Schedule 13D.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
 
 
(e)
Not applicable.
 
The Reporting Persons do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only.
 
Item 6 is hereby amended to add the following:
 
This Amendment No. 7 reports the sale of an aggregate of 70,505 Shares by the Reporting Persons pursuant to the Sales Plan Agreement.  The Sales Plan Agreement allows for the sale of up to an aggregate of 4,532,390 Shares.  Shares sold pursuant to the Sales Plan Agreement may be sold in accordance with trading requirements adopted by the Reporting Persons and the Sales Plan Agreement may be terminated at any time by the Reporting Persons.
 
On September 11, 2008, Starboard Value and Opportunity Master Fund Ltd., Parche, LLC, RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd., Ramius Fund III, Ltd, RCG Enterprise, Ltd, RCG Starboard Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, and Jeffrey M. Solomon (collectively, the “Group”) entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which they agreed to the joint filing on behalf of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.  The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
23

CUSIP NO. 78463B101
 
Item 7 is hereby amended to include the following exhibit:
 
 
Exhibit 99.1
Exhibit 99.1 Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd., Parche, LLC, RCG Ambrose Master Fund, Ltd., RCG Halifax Fund, Ltd., Ramius Master Fund, Ltd., Ramius Fund III, Ltd, RCG Enterprise, Ltd, RCG Starboard Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, and Jeffrey M. Solomon, dated September 11, 2008.

 
24

CUSIP NO. 78463B101
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: September 11, 2008

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
By: RCG Starboard Advisors, LLC,
    its investment manager
 
PARCHE, LLC
By: RCG Starboard Advisors, LLC,
    its managing member
 
RCG AMBROSE MASTER FUND, LTD.
By: Ramius LLC,
    its investment manager
 
RCG HALIFAX FUND, LTD.
By: Ramius LLC,
    its investment manager
 
RAMIUS FUND III, LTD
By: Ramius Advisors, LLC,
    its investment manager
 
RAMIUS MASTER FUND, LTD.
By: Ramius Advisors, LLC,
    its investment manager
 
RCG ENTERPRISE, LTD
By: Ramius LLC,
    its investment manager
 
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
    its sole member
 
RAMIUS ADVISORS, LLC
By: Ramius LLC,
    its managing member
 
RAMIUS LLC
By: C4S & Co., L.L.C.,
    as managing member
 
C4S & CO., L.L.C.
 
 

By:
/s/ Jeffrey M. Solomon
Name:  Jeffrey M. Solomon
Title:  Authorized Signatory



JEFFREY M. SOLOMON
   
     
/s/ Jeffrey M. Solomon
 
Jeffrey C. Smith
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
 
JEFFREY C. SMITH



25

CUSIP NO. 78463B101

Schedule A

Transactions in the Shares Since the Filing of Amendment No. 6 to the Schedule 13D

Shares of Common Stock
Sold
Price Per
Share ($)
Date of
Sale

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

14,942
 
6.9709
09/09/2008
22,521
 
6.7914
09/10/2008
  12,463  
 
6.7155
09/11/2008

PARCHE, LLC

3,536
 
6.9709
09/09/2008
5,331
 
6.7914
09/10/2008
 2,950  
 
6.7155
09/11/2008

RAMIUS MASTER FUND, LTD.

1,715
 
6.9709
09/09/2008
2,586
 
6.7914
09/10/2008
1,431 
 
6.7155
09/11/2008

RAMIUS FUND III, LTD

101
 
6.9709
09/09/2008
153
 
6.7914
09/10/2008
  84  
 
6.7155
09/11/2008

 
RCG AMBROSE MASTER FUND, LTD.

403
 
6.9709
09/09/2008
607
 
6.7914
09/10/2008
  336 
 
6.7155
09/11/2008
 

 
26

CUSIP NO. 78463B101
 
RCG HALIFAX FUND, LTD.

403
 
6.9709
09/09/2008
607
 
6.7914
09/10/2008
  336  
 
6.7155
09/11/2008
 
 
27
EX-99.1 2 ex991sc13da706297006_091108.htm JOINT FILING AGREEMENT ex991sc13da706297006_091108.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them that certain Amendment No. 7 to the Statement on Schedule 13D filed on September 11, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, $.01 Par Value, of S1 Corporation.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
 
Dated: September 11, 2008

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
By: RCG Starboard Advisors, LLC,
    its investment manager
 
PARCHE, LLC
By: RCG Starboard Advisors, LLC,
    its managing member
 
RCG AMBROSE MASTER FUND, LTD.
By: Ramius LLC,
    its investment manager
 
RCG HALIFAX FUND, LTD.
By: Ramius LLC,
    its investment manager
 
RAMIUS FUND III, LTD
By: Ramius Advisors, LLC,
    its investment manager
 
RAMIUS MASTER FUND, LTD.
By: Ramius Advisors, LLC,
    its investment manager
 
RCG ENTERPRISE, LTD
By: Ramius LLC,
    its investment manager
 
RCG STARBOARD ADVISORS, LLC
By: Ramius LLC,
    its sole member
 
RAMIUS ADVISORS, LLC
By: Ramius LLC,
    its managing member
 
RAMIUS LLC
By: C4S & Co., L.L.C.,
    as managing member
 
C4S & CO., L.L.C.
 
 

By:
/s/ Jeffrey M. Solomon
Name:  Jeffrey M. Solomon
Title:  Authorized Signatory



JEFFREY M. SOLOMON
   
     
/s/ Jeffrey M. Solomon
 
 
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
 
 


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