0001104659-11-052355.txt : 20110919 0001104659-11-052355.hdr.sgml : 20110919 20110919172616 ACCESSION NUMBER: 0001104659-11-052355 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110919 DATE AS OF CHANGE: 20110919 GROUP MEMBERS: CLAUS J. MOLLER GROUP MEMBERS: P2 CAPITAL MASTER FUND I, LP GROUP MEMBERS: P2 CAPITAL MASTER FUND VI, LP 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: 111097993 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: P2 Capital Partners, LLC CENTRAL INDEX KEY: 0001406313 IRS NUMBER: 202436330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 508-5500 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 a11-26691_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

(Amendment No. 1)

 

 

Under the Securities Exchange Act of 1934

 

S1 Corporation

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

78463B101

(CUSIP Number)

 

Jason Carri

P2 Capital Partners, LLC

590 Madison Avenue, 25th Floor

New York, NY 10022

(212) 508-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 16, 2011

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).

 



 

CUSIP No. 78463B101

13D

 

 

 

1

Name of Reporting Person
P2 Capital Master Fund I, L.P.
I.R.S. Identification No. of Above Person (Entities Only).
98-0515452

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands, British West Indies

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
877,348

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
877,348

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
877,348

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.6%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

2



 

 

1

Name of Reporting Person
P2 Capital Master Fund VI, L.P.
I.R.S. Identification No. of Above Person (Entities Only).
27-2915390

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (2e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,260,591

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,260,591

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,260,591

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.3%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

3



 

 

1

Name of Reporting Person
P2 Capital Partners, LLC
I.R.S. Identification No. of Above Person (Entities Only).
20-2436330

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
2,137,939

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,137,939

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,137,939

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
3.9%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

4



 

 

1

Name of Reporting Person
Claus J. Moller
I.R.S. Identification No. of Above Person (Entities Only).

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
N/A

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Denmark

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
2,137,949

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,137,939

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,137,939

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
3.9%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

5



 

This Amendment No. 1 (this “Amendment”) amends and supplements the statement on Schedule 13D (the “Schedule 13D”) filed June 13, 2011, by and on behalf of P2 Capital Master Fund I, L.P. (“Master Fund I”), a Cayman Islands exempted limited partnership, P2 Capital Master Fund VI, L.P. (“Master Fund VI”), a Delaware limited partnership (together with Master Fund I, the “Funds”), P2 Capital Partners, LLC, a Delaware limited liability company (the “Manager”), and Claus J. Moller, a citizen of Denmark (all preceding persons are the “Reporting Persons”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meaning ascribed to them in the Schedule 13D.

 

Item 5.

Interest in Securities of Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

(a)-(b) As a result of the transactions described in Item 5(c) of this Amendment, the Reporting Persons have sold a total of 2,160,000 Shares.  Consequently, the Reporting Persons now have beneficial ownership of 2,137,939 Shares, representing approximately 3.9% of the outstanding Shares, based on 54,017,106 Shares outstanding as of August 4, 2011, as set forth in the Issuer’s Form 10-Q filed for the quarterly period ended June 30, 2011 (the “10-Q”).

 

(c) On September 16, 2011, the Funds entered into three transactions for the sale of Shares. In the first of these sales (i) Master Fund I sold 732,645 Shares and (ii) Master Fund VI sold 1,050,355 Shares for a sale price of $9.10 per share in cash.  In the second transaction (i) Master Fund I sold 89,122 Shares and (ii) Master Fund VI sold 127,878 Shares for a sale price of $9.10 per share in cash.  In the final sale (i) Master Fund I sold 65,712 Shares and (ii) Master Fund VI sold 94,288 Shares for a sale price of $9.18 per share in cash.  In the aggregate, the Reporting Persons sold 2,160,000 Shares on September 16, 2011, representing, collectively, approximately 4.0% of the Shares reported outstanding in the 10-Q.  The Reporting Persons now have beneficial ownership, collectively, of approximately 3.9% of Shares reported outstanding in the 10-Q.  Except as set forth herein or in Schedule I, no Reporting Person has effected any transaction in the Shares during the 60 days preceding the date hereof.

 

(d) Not applicable.

 

(e) As of the close of business on September 16, 2011, the Reporting Persons ceased to be beneficial owners of more than five percent of the Shares.

 

6



 

SIGNATURE

 

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.

 

Date: September 19, 2011

 

P2 CAPITAL MASTER FUND I, L.P.

 

P2 CAPITAL PARTNERS, LLC

 

 

 

By:

P2 Capital Partners, LLC,

 

By:

/s/ Claus J. Moller

 

as Investment Manager

 

 

Name:  Claus J. Moller

 

 

 

 

Title:  Managing Member

By:

/s/ Claus J. Moller

 

 

 

Name:  Claus J. Moller

 

 

 

Title:  Managing Member

 

 

 

 

 

P2 CAPITAL MASTER FUND VI, L.P.

 

CLAUS J. MOLLER

 

 

 

By:

P2 Capital Partners, LLC,

 

/s/ Claus J. Moller

 

as Investment Manager

 

 

 

 

 

By:

/s/ Claus J. Moller

 

 

 

Name:  Claus J. Moller

 

 

 

Title:  Managing Member

 

 

 

7



 

Schedule I

 

TRANSACTIONS IN THE PAST SIXY DAYS BY THE REPORTING PERSONS

 

The following table sets forth all transactions with respect to Shares of the Issuer’s Common Stock effected during the past sixty (60) days by any of the Reporting Persons. Each of the transactions were effected on the open market.  The transactions on September 16, 2011 brought the aggregate ownership of the Reporting Persons below five percent.

 

Shares Purchased/(Sold) by Master Fund I

 

Number of Shares Purchased/(Sold)

 

Price per Share (in dollars)

 

Date

 

13,936

 

6.92

 

7/20/11

 

24,715

 

6.98

 

7/21/11

 

3,032

 

7.00

 

7/22/11

 

88,261

 

9.30

 

7/26/11

 

82,103

 

9.27

 

7/26/11

 

(143,378)

 

9.01

 

8/17/11

 

(202,603)

 

8.98

 

8/18/11

 

(836)

 

8.95

 

8/19/11

 

(732,645)

 

9.10

 

9/16/11

 

(89,122)

 

9.10

 

9/16/11

 

(65,712)

 

9.18

 

9/16/11

 

 

Shares Purchased/(Sold) by Master Fund VI

 

Number of Shares Purchased/(Sold)

 

Price per Share (in dollars)

 

Date

 

22,164

 

6.92

 

7/20/11

 

35,485

 

6.98

 

7/21/11

 

4,357

 

7.00

 

7/22/11

 

126,739

 

9.30

 

7/26/11

 

117,897

 

9.27

 

7/26/11

 

(206,622)

 

9.01

 

8/17/11

 

(290,797)

 

8.98

 

8/18/11

 

(1,264)

 

8.95

 

8/19/11

 

(1,050,355)

 

9.10

 

9/16/11

 

(127,878)

 

9.10

 

9/16/11

 

(94,288)

 

9.18

 

9/16/11

 

 

8