10-K/A 1 w47265a1e10-ka.htm FORM 10-K/A e10-ka

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

FORM 10-K/A

     
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to

Commission file number: 000-24931

S1 CORPORATION
(Exact name of registrant as specified in its charter)

     
Delaware 58-2395199
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3390 Peachtree Road, NE, Suite 1700
Atlanta, Georgia 30326
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (404) 812-6200

Securities registered pursuant to Section 12(b) of the Act:

Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share
Title of Class

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes   X   . No____.

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

      As of March 22, 2001, the aggregate market value of the shares of common stock of the registrant issued and outstanding on such date, excluding 3,453,927 shares held by all affiliates of the registrant, was approximately $365,634,065. This figure is based on the closing sales price of $6.6562 per share of the registrant’s common stock on March 22, 2001, and excludes shares held by directors and executive officers because such persons may be deemed to be affiliates. This reference to affiliate status is not necessarily a conclusive determination for other purposes.

      Shares of common stock outstanding as of March 22, 2001: 58,385,279

DOCUMENTS INCORPORATED BY REFERENCE

      List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated:

      Portions of the definitive proxy statement for the annual meeting of shareholders to be held May 23, 2001, which the registrant intends to file no later than 120 days after December 31, 2000, are incorporated by reference in Part III.

      Explanatory Note:

      This amendment to S1 Corporation’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on April 2, 2001, is filed to correct the misalignment of certain figures in the financial statement entitled “S1 Corporation and Subsidiaries Consolidated Statements of Stockholders’ Equity” of Item 8 to Part II of the Form 10-K. The line items affected are: “Common stock issued upon the exercise of stock options and employee stock purchase,” “Stock option compensation,” “Warrant issued in connection with marketing agreement” and “Issuance of common stock in connection with acquisitions.” During the Edgarization process, the figures corresponding to the above-mentioned line items were inadvertently placed in the “Comprehensive income” column instead of the “Total stockholders’ equity” column. The Company has made no further changes to its Annual Report on Form 10-K filed with the SEC on April 2, 2001.

 

PART II

Item 8. Financial Statements and Supplementary Data.

      The financial statement entitled “S1 Corporation and Subsidiaries Consolidated Statements of Stockholders’ Equity” of Item 8 is hereby amended and restated as follows:

S1 CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the years ended December 31, 1998, 1999, and 2000
(in thousands, except share data)
                                     
Convertible preferred stock
Series A Series B
Shares Amount Shares Amount
Balance at December 31, 1997 1,251,084 $ 2,679 — $ —
Net loss — — — —
Change in net unrealized gains on
    investment securities available for sale		 — — — —
Conversion of preferred stock to common stock (614,620 ) (768 ) — —
Sale of common stock, net of expenses — — — —
Issuance of preferred stock, net of expenses — — 749,064 10,000
Common stock issued upon the
    exercise of stock options		 — — — —
Stock option compensation — — — —
Issuance of options to acquire
    common and preferred stock		 — — — —
Issuance of common stock in
    exchange for purchased technology		 — — — —
Issuance of common stock in
    exchange for marketable equity securities		 — — — —
Cumulative foreign currency
    translation adjustment		 — — — —
Comprehensive income
Balance at December 31, 1998 636,464 $ 1,911 749,064 $ 10,000
Net loss — — — —
Change in net unrealized gains on
    investment securities available for sale		 — — — —
Change in cumulative foreign currency
    translation adjustment		 — — — —
Conversion of preferred stock to common stock (207,514 ) (849 ) — —
Issuance of preferred stock, net of expenses — — — —
Sale of common stock, net of expenses — — — —
Payment on receivable from the sale of stock — — — —
Interest earned on receivable from the sale
    of stock		 — — — —
Common stock issued upon the
    exercise of stock options		 — — — —
Stock option compensation — — — —
Warrant issued in connection with
    marketing agreement		 — — — —
Issuance of common stock in connection
    with acquisitions		 — — — —
Comprehensive income — — — —
Balance at December 31, 1999 428,950 $ 1,062 749,064 $ 10,000
Net loss — — — —
Change in net unrealized gains on
    investment securities available for sale		 — — — —
Change in cumulative foreign currency
    translation adjustment		 — — — —
Realized gains on sale of investment securities — — — —
Conversion of preferred stock to common stock (428,950 ) (1,062 ) — —
Issuance of preferred stock, net of expenses — — — —
Payment on receivable from the sale of stock — — — —
Interest earned on receivable from the sale
    of stock		 — — — —
Common stock issued upon the exercise of
    stock options and employee stock purchase		 — — — —
Stock option compensation — — — —
Warrant issued in connection with
    marketing agreement		 — — — —
Issuance of common stock in connection
    with acquisitions		 — — — —
Comprehensive income — — — —
Balance at December 31, 2000 — $ — 749,064 $ 10,000

[Additional columns below]

[Continued from above table, first column(s) repeated]

 

 
                                     
Convertible preferred stock
Series C Series D
Shares Amount Shares Amount
Balance at December 31, 1997 — $ — — $ —
Net loss — — — —
Change in net unrealized gains on
    investment securities available for sale		 — — — —
Conversion of preferred stock to common stock — — — —
Sale of common stock, net of expenses — — — —
Issuance of preferred stock, net of expenses — — — —
Common stock issued upon the
    exercise of stock options		 — — — —
Stock option compensation — — — —
Issuance of options to acquire
    common and preferred stock		 — — — —
Issuance of common stock in
    exchange for purchased technology		 — — — —
Issuance of common stock in
    exchange for marketable equity securities		 — — — —
Cumulative foreign currency
    translation adjustment		 — — — —
Comprehensive income — — — —
Balance at December 31, 1998 — $ — — $ —
Net loss — — — —
Change in net unrealized gains on
    investment securities available for sale		 — — — —
Change in cumulative foreign currency
    translation adjustment		 — — — —
Conversion of preferred stock to common stock — — — —
Issuance of preferred stock, net of expenses 215,000 12,027 — —
Sale of common stock, net of expenses — — — —
Payment on receivable from the sale of stock — — — —
Interest earned on receivable from the sale
    of stock		 — — — —
Common stock issued upon the
    exercise of stock options		 — — — —
Stock option compensation — — — —
Warrant issued in connection with
    marketing agreement		 — — — —
Issuance of common stock in connection
    with acquisitions		 — — — —
Comprehensive income
Balance at December 31, 1999 215,000 $ 12,027 — $ —
Net loss — — — —
Change in net unrealized gains on
    investment securities available for sale		 — — — —
Change in cumulative foreign currency
    translation adjustment		 — — — —
Realized gains on sale of investment securities — — — —
Conversion of preferred stock to common stock (21,500 ) (1,203 ) — —
Issuance of preferred stock, net of expenses — — 244,000 231,957
Payment on receivable from the sale of stock — — — —
Interest earned on receivable from the sale
    of stock		 — — — —
Common stock issued upon the exercise of
    stock options and employee stock purchase		 — — — —
Stock option compensation — — — —
Warrant issued in connection with
    marketing agreement		 — — — —
Issuance of common stock in connection
    with acquisitions		 — — — —
Comprehensive income — — — —
Balance at December 31, 2000 193,500 $ 10,824 244,000 $ 231,957

[Additional columns below]

[Continued from above table, first column(s) repeated]

                                     
Common stock Additional Receivable
paid-in from the sale
Shares Amount capital of stock
Balance at December 31, 1997 20,974,490 $ 210 $ 74,382 $ —
Net loss — — — —
Change in net unrealized gains on
    investment securities available for sale		 — — — —
Conversion of preferred stock to common stock 1,229,240 12 756 —
Sale of common stock, net of expenses 185,186 2 968 —
Issuance of preferred stock, net of expenses — — — —
Common stock issued upon the
    exercise of stock options		 1,515,464 15 4,824 —
Stock option compensation — — 787 —
Issuance of options to acquire
    common and preferred stock		 — — 1,300 —
Issuance of common stock in
    exchange for purchased technology		 363,220 4 1,996 —
Issuance of common stock in
    exchange for marketable equity securities		 259,404 2 1,798 —
Cumulative foreign currency
    translation adjustment		 — — — —
Comprehensive income
Balance at December 31, 1998 24,527,004 $ 245 $ 86,811 $ —
Net loss — — — —
Change in net unrealized gains on
    investment securities available for sale		 — — — —
Change in cumulative foreign currency
    translation adjustment		 — — — —
Conversion of preferred stock to common stock 415,028 4 845 —
Issuance of preferred stock, net of expenses — — — (12,027 )
Sale of common stock, net of expenses 1,225,617 12 63,945 —
Payment on receivable from the sale of stock — — — 962
Interest earned on receivable from the sale of stock — — 750 (670 )
Common stock issued upon the
    exercise of stock options		 2,854,774 29 11,873 —
Stock option compensation — — 1,118 —
Warrant issued in connection with
    marketing agreement		 — — 715 —
Issuance of common stock in connection
    with acquisitions		 19,808,820 198 960,550 —
Comprehensive income
Balance at December 31, 1999 48,831,243 $ 488 $ 1,126,607 $ (11,735 )
Net loss
Change in net unrealized gains on
    investment securities available for sale		 — — — —
Change in cumulative foreign currency
    translation adjustment		 — — — —
Realized gains on sale of investment securities — — — —
Conversion of preferred stock to common stock 900,900 9 2,256 —
Issuance of preferred stock, net of expenses — — — —
Payment on receivable from the sale of stock — — — 1,325
Interest earned on receivable from the sale of stock — — 1,044 (1,044 )
Common stock issued upon the
    exercise of stock options
    and employee stock purchase		 3,567,747 36 17,414 —
Stock option compensation — — 5,015 —
Warrant issued in connection with
    marketing agreement		 — — 4,962 —
Issuance of common stock in connection
    with acquisitions		 4,665,880 47 452,798 —
Comprehensive income
Balance at December 31, 2000 57,965,770 $ 580 $ 1,610,096 $ (11,454 )

[Additional columns below]

[Continued from above table, first column(s) repeated]

                                     
                                     
                                     
Retained Accumulated
earnings/ other Total
(accumulated comprehensive stockholders' Comprehensive
deficit) income equity income
Balance at December 31, 1997 $ (52,035 ) $ (96 ) $ 25,140
Net loss (30,805 ) — (30,805 ) (30,805 )
Change in net unrealized gains on
    investment securities available for sale		 — 1,270 1,270 1,270
Conversion of preferred stock to common stock — — —
Sale of common stock, net of expenses — — 970
Issuance of preferred stock, net of expenses — — 10,000
Common stock issued upon the
    exercise of stock options		 — — 4,839
Stock option compensation — — 787
Issuance of options to acquire
    common and preferred stock		 — — 1,300
Issuance of common stock in
    exchange for purchased technology		 — — 2,000
Issuance of common stock in
    exchange for marketable equity
   securities		 — — 1,800
Cumulative foreign currency
    translation adjustment		 — (72 ) (72 ) (72 )
Comprehensive income $ (29,607 )
Balance at December 31, 1998 $ (82,840 ) $ 1,102 $ 17,229
Net loss (125,087 ) — (125,087 ) (125,087 )
Change in net unrealized gains on
    investment securities available for sale		 — 58,818 58,818 58,818
Change in cumulative foreign currency
    translation adjustment		 — 365 365 365
Conversion of preferred stock to common stock — — — —
Issuance of preferred stock, net of expenses — — — —
Sale of common stock, net of expenses — — 63,957 —
Payment on receivable from the sale of stock — — 962 —
Interest earned on receivable from the sale of stock — — 80 —
Common stock issued upon the
    exercise of stock options		 — — 11,902 —
Stock option compensation — — 1,118 —
Warrant issued in connection with
    marketing agreement		 — — 715 —
Issuance of common stock in connection
    with acquisitions		 — — 960,748 —
Comprehensive income — — — $ (65,904 )
Balance at December 31, 1999 $ (207,927 ) $ 60,285 $ 990,807 —
Net loss (1,177,678 ) — (1,177,678 ) (1,177,678 )
Change in net unrealized gains on
    investment securities available for sale		 — (19,120 ) (19,120 ) (19,120 )
Change in cumulative foreign currency
    translation adjustment		 — 364 364 364
Realized gains on sale of investment securities — (40,182 ) (40,182 ) —
Conversion of preferred stock to common stock — — — —
Issuance of preferred stock, net of expenses — — 231,957 —
Payment on receivable from the sale of stock — — 1,325 —
Interest earned on receivable from the sale of stock —
Common stock issued upon the exercise of
    stock options and employee stock purchase		 — — 17,450 —
Stock option compensation — — 5,015 —
Warrant issued in connection with
    marketing agreement		 — — 4,962 —
Issuance of common stock in connection
    with acquisitions		 — — 452,845 —
Comprehensive income — — — $ (1,196,434 )
Balance at December 31, 2000 $ (1,385,605 ) $ 1,347 $ 467,745

See accompanying notes to consolidated financial statements.

2

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned hereunto duly authorized.

   
 
  S1 CORPORATION
  (Registrant)
 
  /s/ Robert F. Stockwell
Robert F. Stockwell
  Chief Financial Officer

       Date: April 3, 2001