-----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, NhoCkVXwhYE5QiA1YjYknKIdnOeHBS9NonYPKn1VMaRt7jU8GrDzMkYAJ/Ktfy4+ HKkJ8XAHWN0tkxNMfrjykg== 0000950142-99-000853.txt : 19991125 0000950142-99-000853.hdr.sgml : 19991125 ACCESSION NUMBER: 0000950142-99-000853 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY FIRST TECHNOLOGIES CORP 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 SEC ACT: SEC FILE NUMBER: 005-54731 FILM NUMBER: 99764438 BUSINESS ADDRESS: STREET 1: 3390 PEACHTREE ROAD NE STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4048126200 MAIL ADDRESS: STREET 1: 3390 PEACHTREE ROAD NE STREET 2: SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30326 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC CENTRAL INDEX KEY: 0001017645 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ----------------------- Security First Technologies Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 814279105 (CUSIP Number) David C. Hodgson c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, Connecticut 06830 Tel. No.: (203) 629-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- November 18, 1999 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 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 Rule 13d-1(a) for other parties to whom copies are to be sent. *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). 814279105 Page 2 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 2,793,000 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,793,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,793,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 14 TYPE OF REPORTING PERSON OO 814279105 Page 3 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 20, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 2,793,000 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,793,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,793,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 14 TYPE OF REPORTING PERSON PN 814279105 Page 4 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 52, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 2,793,000 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,793,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,793,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 14 TYPE OF REPORTING PERSON PN 814279105 Page 5 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestment Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 2,793,000 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 2,793,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,793,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 14 TYPE OF REPORTING PERSON PN 814279105 Page 6 of 22 Pages Item 1. Security and Issuer. The title of the class of equity securities of Security First Technologies Corporation, a Delaware corporation (the "Company"), to which this statement relates is the Company's Common Stock, par value $0.01 per share (the "Common Stock"). The address of the principal executive office of the Company is 3390 Peachtree Road, NE, Suite 1700, Atlanta, Georgia 30326. Item 2. Identity and Background. This statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The members of the group are General Atlantic Partners, LLC, a Delaware limited liability company ("GAP"), General Atlantic Partners 20, L.P., a Delaware limited partnership ("GAP 20"), General Atlantic Partners 52, L.P., a Delaware limited partnership ("GAP 52"), and GAP Coinvestment Partners, L.P., a New York limited partnership ("GAPCO" and, collectively with GAP, GAP 20 and GAP 52, the "Reporting Persons"), all of which are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. The general partner of each of GAP 20 and GAP 52 is GAP. The managing members of GAP are Steven A. Denning, Peter L. Bloom, William E. Ford, William O. Grabe, David C. Hodgson and Franchon M. Smithson (collectively, the "GAP Managing Members"). The GAP Managing Members are also the general partners of GAPCO. The business address of each of the GAP Managing Members is 3 Pickwick Plaza, Greenwich, Connecticut 06830, and the present principal occupation or 814279105 Page 7 of 22 Pages employment of each of the GAP Managing Members is as a managing member of GAP. Each of the GAP Managing Members is a citizen of the United States. None of the Reporting Persons and none of the above individuals has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws. Item 3. Source and Amount of Funds or Other Consideration. On November 18, 1999, pursuant to the Share Purchase Agreement II, dated as of September 21, 1999 (the "Share Purchase Agreement") entered into by and among the Company, S1 Europe Holding N.V. ("S1 Holdings"), a subsidiary of the Company and each of the stockholders of FICS Group N.V. ("FICS") who are signatories thereto, and as may be joined by other stockholders from time to time, the Company acquired all of the outstanding capital stock of FICS for cash. Immediately thereafter, on November 18, 1999, pursuant to the Stock Purchase Agreement II, dated as of September 21, 1999, entered into by and among the Company, S1 Holdings and each of the stockholders of FICS who are signatories thereto, GAP 20, GAP 52 and GAPCO purchased 2,399,000, 53,000 and 341,000 shares of the Company's Common Stock, respectively. Item 4. Purpose of Transaction. GAP 20, GAP 52 and GAPCO acquired the shares of Common Stock for investment purposes and the Reporting Persons hold shares of Common Stock for investment purposes. From time to time the Reporting Persons may acquire additional shares 814279105 Page 8 of 22 Pages of Common Stock or dispose of some or all of the shares of Common Stock owned by them. None of the Reporting Persons has any other plans which relate to or would result in any of the items listed in paragraphs (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, GAP, GAP 20, GAP 52 and GAPCO each own of record no shares of Common Stock, 2,399,000 shares of Common Stock, 53,000 shares of Common Stock and 341,000 shares of Common Stock, respectively, or 0%, 5.1%, 0.1% and 0.7%, respectively, of the Company's issued and outstanding shares of Common Stock. By virtue of the fact that the GAP Managing Members are also the general partners authorized and empowered to vote and dispose of the securities held by GAPCO, and that GAP is the general partner of GAP 20 and GAP 52, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. Accordingly, as of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 2,793,000 shares of Common Stock or 5.9% of the Company's issued and outstanding shares of Common Stock. (b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 2,793,000 shares of Common Stock that may be deemed to be owned beneficially by each of them. (c) Except as set forth herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days. 814279105 Page 9 of 22 Pages (d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Issuer. As noted above, the GAP Managing Members are authorized and empowered to vote and dispose of the securities held by GAPCO, and GAP is authorized and empowered to vote and dispose of the securities held by GAP 20 and GAP 52. Accordingly, GAP and the GAP Managing Members may, from time, consult among themselves and coordinate the voting and disposition of the Company's shares of Common Stock as well as such other action taken on behalf of the Reporting Persons with respect to the Company's shares of Common Stock as they deem to be in the collective interest of the Reporting Persons. Pursuant to the Stockholder Agreement, dated as of September 21, 1999, between certain stockholders of the Company and GAP 20, GAP 52 and GAPCO, each of GAP 20, GAP 52 and GAPCO agreed to, among other things, vote in favor of the approval of the series of transactions contemplated by the Share Purchase Agreement. Item 7. Materials to be Filed as Exhibits. Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Exhibit 2: Power of Attorney dated December 30, 1998 appointing Thomas J. Murphy Attorney-In-Fact for GAP. 814279105 Page 10 of 22 Pages Exhibit 3: Power of Attorney dated December 30, 1998 appointing Thomas J. Murphy Attorney-In-Fact for GAPCO. Exhibit 4: Stockholder Agreement dated as of September 21, 1999 by and among each of the stockholders of FICS listed on the signature page thereto and the stockholders of the Company named on Schedule I thereto. Exhibit 2.3 Share Purchase Agreement II incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on September 23, 1999. Stock Exhibit 10.1 Stock Purchase Agreement II incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 23, 1999. 814279105 Page 11 of 22 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of November 24, 1999. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 20, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 52, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS, L.P. By: /s/ Thomas J. Murphy -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact EX-1 2 EXHIBIT 1 814279105 Page 12 of 22 Pages EXHIBIT 1 to SCHEDULE 13D JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate. Dated: November 24, 1999 GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 20, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 52, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact 814279105 Page 13 of 22 Pages GAP COINVESTMENT PARTNERS, L.P. By: /s/ Thomas J. Murphy -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact EX-2 3 EXHIBIT 2 814279105 Page 14 of 22 Pages EXHIBIT 2 to SCHEDULE 13D GENERAL ATLANTIC PARTNERS, LLC 3 Pickwick Plaza Greenwich, CT 06830 December 30, 1998 POWER OF ATTORNEY The undersigned, General Atlantic Partners, LLC, a Delaware limited liability company, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Limited Liability Company"), by its Managing Member, Steven A. Denning, a U.S. citizen of full legal age, domiciled at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street, Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Limited Liability Company, as fully to all intents and purposes as a Managing Member might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 1999. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Steven A. Denning ------------------------- Steven A. Denning Managing Member STATE OF CONNECTICUT ) :ss. ###-##-#### COUNTY OF FAIRFIELD ) On the 30th day of December, 1998, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes - ----------------- NOTARY PUBLIC My commission expires August 31, 2001 EX-3 4 EXHIBIT 3 814279105 Page 15 of 22 Pages EXHIBIT 3 to SCHEDULE 13D GAP COINVESTMENT PARTNERS, L.P. 3 Pickwick Plaza Greenwich, CT 06830 December 30, 1998 POWER OF ATTORNEY The undersigned, GAP Coinvestment Partners, L.P., a Delaware limited partnership, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Partnership"), by its Managing General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street, Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Partnership as fully to all intents and purposes as a General Partner might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 1999. GAP COINVESTMENT PARTNERS, L.P. By: /s/ Steven A. Denning ------------------------- Steven A. Denning Managing Member STATE OF CONNECTICUT ) :ss. ###-##-#### COUNTY OF FAIRFIELD ) On the 30th day of December, 1998, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes - ----------------- NOTARY PUBLIC My commission expires August 31, 2001 EX-4 5 EXHIBIT 4 814279105 Page 16 of 22 Pages EXHIBIT 4 to SCHEDULE 13D S1 STOCKHOLDER AGREEMENT This STOCKHOLDER AGREEMENT, dated as of September 21, 1999, is entered into by and among each of the stockholders of FICS Group N.V., a Belgian corporation (naamloze vennootschap ("N.V.")) ("FICS"), listed on the signature page of this Stockholder Agreement (collectively, the "FICS Stockholders"), and the stockholders of Security First Technologies Corporation, a Delaware corporation ("S1"), named on Schedule I hereto (collectively, the "Stockholders") who are directors, executive officers or other affiliates of S1 (for purposes of Rule 145 under the Securities Act of 1933, as amended). WHEREAS, S1, the FICS Stockholders, S1 Europe Holdings N.V., a Belgian corporation ("S1 Holdings"), and FICS have entered into that certain Share Purchase Agreement II, dated as of September 21, 1999 (the "Agreement"), which is conditioned upon, and requires, the execution of this Stockholder Agreement and which provides for, among other things, the acquisition of all or substantially all of the capital stock of FICS by S1 Holdings (the "Transaction"); and WHEREAS, in order to induce the FICS Stockholders to enter into or proceed with the Agreement, the Stockholders represent and warrant that the facts provided herein are accurate as to each of the Stockholders set froth herein, and each of the Stockholders agrees to, among other things, vote in favor of the Agreement, the Transaction and the other transactions contemplated by the Agreement in his/her capacity as a stockholder of S1. NOW, THEREFORE in consideration of the premises, the mutual covenants and agreements set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Ownership of S1 Common Stock. Each Stockholder represents and warrants that the number of shares of S1 common stock, par value $.01 per share ("S1 Common Stock"), set forth opposite such Stockholder's name on Schedule I hereto is the total number of shares of S1 Common Stock over which such person has "beneficial ownership" within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, except that the provisions of Rule 13d-3(d)(1)(i) shall be considered without any limit as to time. 2. Agreements of the Stockholders. Each Stockholder covenants and agrees that: (a) Such Stockholder shall, at any meeting of the holders of S1 Common Stock called for the purpose, vote or cause to be voted all shares of S1 Common Stock with respect to which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter 814279105 Page 17 of 22 Pages acquired) in favor of the Agreement, the Transaction and the other transactions contemplated by the Agreement. (b) Prior to the Closing Date, except as otherwise expressly permitted hereby, such Stockholder shall not, sell, pledge, transfer or otherwise dispose of his/her shares of S1 Common Stock; provided, however, that this Section 2(b) shall not apply to a pledge existing as of the date hereof. 3. Successors and Assigns. A Stockholder may sell, pledge, transfer or otherwise dispose of his/her shares of S1 Common Stock, provided that such Stockholder obtains the prior written consent of a number of FICS Stockholders that together own a majority of the capital stock of FICS and that any acquirer of such S1 Common Stock agrees in writing to be bound by this Stockholder Agreement. 4. Specific Performance; Termination. The parties agree and intend that this Stockholder Agreement be a valid and binding agreement enforceable against the parties hereto and that damages and other remedies at law for the breach of this Stockholder Agreement are inadequate. Each of the Stockholders agrees that irreparable damage to the FICS Stockholders would occur in the event that the provisions of this Stockholder Agreement were not performed in accordance with its specific terms or were otherwise breached by any of the Stockholders. It is accordingly agreed that the FICS Stockholders shall be entitled to an injunction ro injunctions to prevent breaches of this Stockholder Agreement by any of the Stockholders and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which S1 is entitled at law or in equity. This Stockholder Agreement may be terminated at any time prior to the consummation of the Transaction by the mutual written consent of the parties hereto and shall be automatically terminated in the event that the Agreement is terminated in accordance with its terms. 5. Notices. Notices may be provided to the FICS Stockholders and the Stockholders in the manner specified in the Agreement, with all notices to the Stockholders being provided to them at the addresses set forth at Schedule I. 6. Governing Law. This Stockholder Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. 7. Counterparts. This Stockholder Agreement may be executed in one or more counterparts, all of which shall be considered one and the same and each of which shall be deemed an original. 8. Headings. The section headings contained herein are for reference purpose only and shall not affect in any way the meaning or interpretation of this Stockholder Agreement. 814279105 Page 18 of 22 Pages 9. Definitions. Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement. 814279105 Page 19 of 22 Pages IN WITNESS WHEREOF, each of the FICS Stockholders and the Stockholders have caused this Stockholder Agreement to be executed and delivered as of the day and year first above written. FICS STOCKHOLDERS /s/ Michel Akkermans - -------------------- MICHEL AKKERMANS PAMICA N.V. By: /s/ Michel Akkermans - ------------------------ Name: Title: GENERAL ATLANTIC PARTNERS 20, L.P. By: GENERAL ATLANTIC PARTNERS, LLC, its General Partner By: /s/ David C. Hodgson - ------------------------ Name: David C. Hodgson Title: A Managing Member GENERAL ATLANTIC PARTNERS 52, L.P. By: GENERAL ATLANTIC PARTNERS, LLC, its General Partner By: /s/ David C. Hodgson - ------------------------ Name: David C. Hodgson Title: A Managing Member GAP COINVESTMENT PARTNERS, L.P. By: /s/ David C. Hodgson - ------------------------ Name: David C. Hodgson Title: A General Partner 814279105 Page 20 of 22 Pages GIMV N.V. By: /s/ Guan Acker /s/ Herman Daens - ---------------------------------------- Name: Guan Acker Herman Daens Title: CEO-President Chairman /s/ Guy Moons - ------------- GUY MOONS /s/ Steven Van Rossen - --------------------- STEVEN VAN ROSSEN /s/ Nadine Quaeyhaegens - ----------------------- NADINE QUAEYHAEGENS /s/ Etienne Castiaux - -------------------- ETIENNE CASTIAUX /s/ Goort Gelten - ---------------- GOORT GELTEN /s/ Loek Van Den Boog - --------------------- LOEK VAN DEN BOOG /s/ Fredrick Dumas - ------------------ FREDRICK DUMAS 814279105 Page 21 of 22 Pages UNICO PORTFOLIO LTD. By: /s/ Marcela Tejeria A. - -------------------------- Name: MARCELA TEJEIRA A. Title: President By: /s/ Shona Louise White - -------------------------- Name: SHONA LOUISE WHITE Title: Secretary 814279105 Page 22 of 22 Pages THE STOCKHOLDERS: /s/ James S. Mahan III - ---------------------- James S. Mahan III /s/ Robert F. Stockwell - ----------------------- Robert F. Stockwell /s/ Daniel H. Drechsel - ---------------------- Daniel H. Drechsel /s/ Robert W. Copelan, D.V.M. - ----------------------------- Robert W. Copelan, D.V.M. /s/ Dorsey R. Gardner - --------------------- Dorsey R. Gardner /s/ Joseph S. McCall - -------------------- Joseph S. McCall /s/ Howard J. Runnion, Jr. - -------------------------- Howard J. Runnion, Jr. /s/ Jackson L. Wilson - --------------------- Jackson L. Wilson -----END PRIVACY-ENHANCED MESSAGE-----