sc13da606297006_09052008.htm

0000921895-08-002354.txt : 20080909 0000921895-08-002354.hdr.sgml : 20080909 20080909172401 ACCESSION NUMBER: 0000921895-08-002354 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080909 DATE AS OF CHANGE: 20080909 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: 081063546 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 sc13da606297006_09052008.htm sc13da606297006_09052008.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. 6)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 5, 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 4,885,139
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,885,139
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,885,139
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6%
14	TYPE OF REPORTING PERSON CO

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 1,138,656
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,138,656
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,138,656
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

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 128,251
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 128,251
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 128,251
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

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 133,496
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 133,496
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,496
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

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 568,107
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 568,107
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 568,107
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
14	TYPE OF REPORTING PERSON CO

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 32,949
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 32,949
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,949
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

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 1,138,656
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,138,656
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,138,656
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

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 6,023,795
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 6,023,795
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,023,795
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.6%
14	TYPE OF REPORTING PERSON IA, OO

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 601,056
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 601,056
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 601,056
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

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 6,886,598
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 6,886,598
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,886,598
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2%
14	TYPE OF REPORTING PERSON IA, OO

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 6,886,598
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 6,886,598
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,886,598
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2%
14	TYPE OF REPORTING PERSON OO

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 6,886,598
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,886,598
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,886,598
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2%
14	TYPE OF REPORTING PERSON IN

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 6,886,598
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,886,598
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,886,598
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2%
14	TYPE OF REPORTING PERSON IN

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 6,886,598
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,886,598
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,886,598
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2%
14	TYPE OF REPORTING PERSON IN

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 6,886,598
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 6,886,598
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,886,598
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2%
14	TYPE OF REPORTING PERSON IN

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.

CUSIP NO. 78463B101

The following constitutes Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D filed by the undersigned. This Amendment No. 6 amends the Schedule 13D as specifically set forth.

Item 2(a) is hereby amended to add the following:

Since the filing of Amendment No. 5, Ramius Capital Group, L.L.C. has changed its name to Ramius LLC (“Ramius”) and Admiral Advisors, LLC has changed its name to RCG Starboard Advisors, LLC (“RCG Starboard Advisors”).

RCG Enterprise, Ltd (“RCG Enterprise”) is hereby added as a Reporting Person to the Schedule 13D.

Item 2(b) is hereby amended to add the following:

The address of the principal office of each of Parche, RCG Starboard Advisors, Ramius Advisors, Ramius, C4S, Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon is 599 Lexington Avenue, 20th Floor, New York, New York 10022.

The address of the principal office of RCG Enterprise is c/o Citco Fund Services (Cayman Islands) Limited, Corporate Center, West Bay Road, Grand Cayman, Cayman Islands, British West Indies. The officers and directors of RCG Enterprise and their respective principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

Item 2(c) is hereby amended to add the following:

RCG Enterprise is an exempted company organized under the laws of the Cayman Islands formed to be a private investment fund. RCG Enterprise is the sole non-managing member of Parche. Ramius serves as the investment manager for RCG Enterprise.

Item 2(d) is hereby amended and restated as follows:

No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 2(e) is hereby amended and restated as follows:

No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The first paragraph of Item 3 is hereby amended and restated as follows:

CUSIP NO. 78463B101

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 6,886,598 Shares beneficially owned in the aggregate by Starboard, Parche, RCG Ambrose, RCG Halifax, Ramius Master and Ramius Fund III is approximately $31,873,607, 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.

Starboard

(a)

As of September 8, 2008, Starboard beneficially owned 4,885,139 Shares.

Percentage: Approximately 8.6%

(b)

1. Sole power to vote or direct vote: 4,885,139

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,885,139

4. Shared power to dispose or direct the disposition: 0

(c)

Transactions in the Shares by Starboard in the past 60 days are set forth in Schedule B and are incorporated by reference.

Parche

(a)

As of September 8, 2008, Parche beneficially owned 1,138,656 Shares.

Percentage: Approximately 2.0%

(b)

1. Sole power to vote or direct vote: 1,138,656

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,138,656

4. Shared power to dispose or direct the disposition: 0

(c)

Transactions in the Shares by Parche in the past 60 days are set forth in Schedule B and are incorporated by reference.

C.	RCG Ambrose

(a)

As of September 8, 2008, RCG Ambrose beneficially owned 128,251 Shares.

Percentage: Less than 1%

CUSIP NO. 78463B101

(b)

1. Sole power to vote or direct vote: 128,251

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 128,251

4. Shared power to dispose or direct the disposition: 0

(c)

Transactions in the Shares by RCG Ambrose in the past 60 days are set forth in Schedule B and are incorporated by reference.

D.	RCG Halifax

(a)

As of September 8, 2008, RCG Halifax beneficially owned 133,496 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 133,496

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 133,496

4. Shared power to dispose or direct the disposition: 0

(c)

Transactions in the Shares by RCG Halifax in the past 60 days are set forth in Schedule B and are incorporated by reference.

E.	Ramius Master

(a)

As of September 8, 2008, Ramius Master beneficially owned 568,107 Shares.

Percentage: Approximately 1.0%

(b)

1. Sole power to vote or direct vote: 568,107

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 568,107

4. Shared power to dispose or direct the disposition: 0

(c)

Transactions in the Shares by Ramius Master in the past 60 days are set forth in Schedule B and are incorporated by reference.

F.	Ramius Fund III

(a)

As of September 8, 2008, Ramius Fund III beneficially owned 32,949 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 32,949

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 32,949

4. Shared power to dispose or direct the disposition: 0

(c)

Transactions in the Shares by Ramius Fund III in the past 60 days are set forth in Schedule B and are incorporated by reference.

CUSIP NO. 78463B101

G.	RCG Enterprise

(a)

As of September 8, 2008, 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 1,138,656 Shares beneficially owned by Parche.

Percentage: approximately 2.0% as of the date hereof.

(b)

1. Sole power to vote or direct vote: 1,138,656

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,138,656

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Enterprise has not has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Parche during the past 60 days are set forth in Schedule B and incorporated herein by reference.

H.	RCG Starboard Advisors

(a)

As of September 8, 2008, as the investment manager of Starboard and the managing member of Parche, RCG Starboard Advisors may be deemed the beneficial owner of (i) 4,885,139 Shares owned by Starboard and (ii) 1,138,656 Shares owned by Parche.

Percentage: Approximately 10.6%

(b)

1. Sole power to vote or direct vote: 6,023,795

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,023,795

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Starboard Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Parche and Starboard are set forth on Schedule B and incorporated herein by reference.

I.	Ramius Advisors

(a)

As of September 8, 2008, as the investment advisor of Ramius Master and Ramius Fund III, Ramius Advisors may be deemed the beneficial owner of (i) 568,107 Shares owned by Ramius Master and (ii) 32,949 Shares owned by Ramius Fund III.

Percentage: Approximately 1.1%

(b)

1. Sole power to vote or direct vote: 601,056

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 601,056

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 78463B101

(c)

Ramius Advisors has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Ramius Master and Ramius Fund III are set forth on Schedule B and incorporated herein by reference.

Ramius

(a)

As of September 8, 2008, 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) 4,885,139 shares owned by Starboard, (ii) 1,138,656 Shares owned by Parche, (iii) 128,251 Shares owned by RCG Ambrose, (iv) 133,496 Shares owned by RCG Halifax, (v) 568,107 Shares owned by Ramius Master and (vi) 32,949 Shares owned by Ramius Fund III.

Percentage: Approximately 12.2%

(b)

1. Sole power to vote or direct vote: 6,886,598

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,886,598

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius did not enter into any transactions in the Shares during the past 60 days. The transactions in the Shares during the past 60 days on behalf of Parche, Starboard, RCG Ambrose, RCG Halifax, Ramius Master and Ramius Fund III are set forth on Schedule B and incorporated herein by reference.

C4S

(a)

As of September 8, 2008, as the managing member of Ramius, C4S may be deemed the beneficial owner of (i) 4,885,139 shares owned by Starboard, (ii) 1,138,656 Shares owned by Parche, (iii) 128,251 Shares owned by RCG Ambrose, (iv) 133,496 Shares owned by RCG Halifax, (v) 568,107 Shares owned by Ramius Master and (vi) 32,949 Shares owned by Ramius Fund III.

Percentage: Approximately 12.2%

(b)

1. Sole power to vote or direct vote: 6,886,598

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 6,886,598

4. Shared power to dispose or direct the disposition: 0

(c)

C4S did not enter into any transactions in the Shares in the past 60 days. The transactions in the Shares during the past 60 days on behalf of Parche, Starboard, RCG Ambrose, RCG Halifax, Ramius Master and Ramius Fund III are set forth on Schedule B and incorporated herein by reference.

L.	Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon

CUSIP NO. 78463B101

(a)

As of September 8, 2008, 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) 4,885,139 shares owned by Starboard, (ii) 1,138,656 Shares owned by Parche, (iii) 128,251 Shares owned by RCG Ambrose, (iv) 133,496 Shares owned by RCG Halifax, (v) 568,107 Shares owned by Ramius Master and (vi) 32,949 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 12.2%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 6,886,598

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 6,886,598

(c)

None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares in the past 60 days. The transactions in the Shares during the past 60 days on behalf of Parche, Starboard, RCG Ambrose, RCG Halifax, Ramius Master and Ramius Fund III are set forth on Schedule B and incorporated herein by reference.

Mr. Smith

(a)

As of September 8, 2008, 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 during the past 60 days.

(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.

CUSIP NO. 78463B101

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:

Effective September 5, 2008, Ramius entered into a Sales Plan Agreement with Cantor Fitzgerald & Co. (“Cantor”) for the purpose of establishing a trading plan to effect sales of Shares of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1. A copy of the Sales Plan Agreement is attached as an exhibit hereto and incorporated herein by reference.

This Amendment No. 6 reports the sale of an aggregate of 22,100 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 9, 2008, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7 is hereby amended to include the following exhibits:

	Exhibit 99.1	Sales Plan Agreement by and between Ramius LLC and Cantor Fitzgerald & Co., dated September 5, 2008.

	Exhibit 99.2	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, Jeffrey M. Solomon and Jeffrey C. Smith, dated September 9, 2008.

	Exhibit 99.3	Power of Attorney for Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated August 16, 2007.

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

CUSIP NO. 78463B101

SCHEDULE A

Directors and Officers of RCG Enterprise, Ltd

Name and Position	Principal Occupation	Principal Business Address

Morgan B. Stark Director	Managing Member of C4S & Co., L.L.C., which is the Managing Member of Ramius LLC	599 Lexington Avenue 20th Floor New York, New York 10022

Marran Ogilvie Director	Chief Operating Officer of Ramius LLC	599 Lexington Avenue 20th Floor New York, New York 10022

CFS Company Ltd. Director	Nominee Company registered with Cayman Islands Monetary Authority and is affiliated with Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies

CSS Corporation Ltd. Secretary	Affiliate of the Administrator of the Fund	c/o Citco Fund Services (Cayman Islands) Limited Corporate Center West Bay Road Grand Cayman, Cayman Islands British West Indies

CUSIP NO. 78463B101

Transactions in the Shares in the Past 60 Days

Shares of Common Stock

Sold

Price Per

Share ($)

Date of

Sale

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.

15,649

6.9288

09/08/08

PARCHE, LLC

3,701

6.9288

09/08/08

RAMIUS MASTER FUND, LTD.

1,798

6.9288

09/08/08

RAMIUS FUND III, LTD

106

6.9288

09/08/08

RCG AMBROSE MASTER FUND, LTD.

423

6.9288

09/08/08

RCG HALIFAX FUND, LTD.

423

6.9288

09/08/08

EX-99.1 2 ex991to13da606297006_090508.htm SALES PLAN AGREEMENT ex991to13da606297006_090508.htm

Exhibit 99.1

Sales Plan

This plan of sales is dated as of September 5, 2008 (“Sales Plan”) between Ramius LLC (together with its controlled affiliates, “Seller”) and Cantor Fitzgerald & Co. (“Cantor”), as agent.

A. Recitals

1. This Sales Plan is entered into between Seller and Cantor as the Seller’s adoption of a written plan for trading securities that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2. Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller’s holdings of the common stock of S1 Corporation (the “Stock” and the “Issuer” as the case may be).

B. Seller’s Representations, Warranties and Covenants

1. As of the date on which Seller executed this Sales Plan, Seller was not aware of any material nonpublic information concerning the Issuer or its securities. Seller entered into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.

2. The securities to be sold under this Sales Plan are owned free and clear by Seller and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those imposed by Rules 144 or 145 under the Securities Act of 1933, as amended (the “Securities Act”).

3. Seller agrees to complete, execute and deliver to Cantor a seller’s representation letter dated as of the date hereof substantially in a form acceptable to Cantor prior to or upon the commencement of sales of Stock pursuant to this Sales Plan.

4. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller.

5. Seller agrees that until this Sales Plan has been terminated it shall, upon written request from Cantor delivered to Seller from time to time, provide such information as is reasonably requested to confirm that sales under the Sales Plan are in compliance with Rule 144 or Rule 145.

6. Seller agrees that it shall not, directly or indirectly, communicate any information relating to the Stock or the Issuer to any employee of Cantor or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while the Sales Plan is in effect.

7. (a) Seller agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller.

(b) Seller agrees that it shall in connection with the performance of this Sales Plan comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

8. (a) Seller agrees not to take, and agrees not to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144.

(b) Seller agrees to file Forms 144 for the sales to be effected under this Sales Plan at such times as Seller may be required or permitted by applicable law.1

9. Seller shall maintain in its account at Cantor or timely cause the delivery of a sufficient number of shares to cover all sales contemplated by this Sales Plan together with stock powers and other necessary transfer documentation.

C. Cantor’s Representations, Warranties and Covenants

1. Cantor has implemented reasonable policies and procedures, taking into consideration the nature of Cantor’s business, to ensure that its employees making investment decisions will not violate the laws prohibiting trading on the basis of material nonpublic information. These policies and procedures include those that restrict any purchase or sale, or causing any purchase or sale, of any security as to which Cantor has material nonpublic information.

2. In connection with all sales of Stock, Cantor shall deliver to the Seller by facsimile or electronic mail, no later than the close of business on the date such transaction is effected, all information necessary (to the extent that Cantor possesses such information) for the Seller to make all required Form 4 and 5 filings, as required by Section 16(a) of the Exchange Act with regard to sales made pursuant to this Sales Plan.

3. Cantor agrees to conduct all sales pursuant to this Sales Plan in accordance with whatever provisions of Rule 144 or Rule 145 are applicable, including, but not limited to, the manner of sale requirement of Rule 144 of the Securities Act, and in no event shall Cantor effect any sale if such sale would exceed the then-applicable volume limitation under Rule 144, assuming that the sales to be made by Cantor under this Sales Plan are the only sales subject to such limitation.

1 The Seller’s representation on the Forms 144 regarding Seller’s knowledge of material information regarding the Issuer may be made as of the date the Sales Plan is adopted. The “Remarks” section of each Form 144 should state that the sale is being made pursuant to a previously adopted plan intended to comply with Rule 10b5-1(c) and indicate the later of the date the Sales Plan was adopted or was most recently amended and that the representation is made as of such date.

D. Implementation of the Plan

1. Seller hereby appoints Cantor to sell shares of Stock pursuant to the terms and conditions set forth below. Subject to such terms and conditions, Cantor hereby accepts such appointment.

2. Cantor is authorized to begin selling Stock pursuant to this Sales Plan commencing on the date hereof and ending on the earlier of (i) the termination of this Sales Plan in accordance with Section E below or (ii) two business days after receipt of notice of the commencement of any proceedings in respect of or triggered by the Seller's bankruptcy, liquidation or insolvency.

3. (a) Cantor is directed to sell shares of Stock pursuant to this Sales Plan in accordance with trading requirements adopted by the Seller and to be delivered in writing to Cantor by separate letter (the “Trading Instructions”). The prices indicated in the Trading Instructions are gross prices before deduction of commissions (which shall be $0.015 per share) or mark-down.

(b) Subject to the parameters set forth in the Trading Instructions hereto and the other applicable provisions of this Sales Plan, Cantor shall sell the Stock under ordinary principles of best execution.

(c) The amounts set forth in the Trading Instructions shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any similar transaction with respect to the Issuer’s stock that occurs during the Sales Plan.

(d) Seller understands that Cantor may not be able to effect a sale due to a market disruption or a legal, regulatory or contractual restriction applicable to Cantor or any other event or circumstance (a “Blackout”). Seller also understands that even in the absence of a Blackout, Cantor may be unable to effect sales consistent with ordinary principles of best execution due to insufficient volume of trading, failure of the Stock to reach and sustain a limit order price, or other market factors in effect on the date of a sale.

(e) Seller and Cantor agree that if Issuer enters into a transaction that results, in Issuer’s good faith determination, in the imposition of trading restrictions on the Seller, such as a tender offer, material business combination or stock offering requiring an affiliate lock-up (“Issuer Restriction”), and if Issuer and Seller shall provide Cantor at least three (3) days’ prior written notice signed by Issuer and Seller and confirmed by telephone of such trading restrictions then Cantor will cease effecting sales under this Sales Plan until notified in writing by both Issuer and Seller that such restrictions have terminated. Cantor shall resume effecting Sales in accordance with this Sales Plan as soon as practicable after the cessation or termination of a Blackout or receipt of the notice as set forth in the preceding sentence that the Issuer Restriction has ended. Any unfilled sales that are not executed due to the existence of a Blackout or Issuer Restriction shall be deemed to be cancelled and shall not be effected pursuant to this Sales Plan.

4. To the extent that any Stock remains in the Seller’s account after the end of, or upon termination of, this Sales Plan, Cantor agrees to return such Stock promptly to Seller’s custodian or to the Issuer’s transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of the Seller or otherwise to be put in such name as directed by Seller.

5. Subject to the parameters specified in Section D(3) above, and in each such case, subject to the manner of sale requirement of Rule 144 being satisfied as provided in Section C(4), sales of the Stock may be effected, in whole or in part, on an agency basis or, if Cantor is a market maker in the Stock at the time that any sale is to be made under this Sales Plan, Cantor may, in its sole discretion, effect one or more sales on a principal basis commensurate with all regulatory requirements regarding best execution practices.

6. Seller acknowledges and agrees that he does not have authority, influence or control over any sales of Stock effected by Cantor pursuant to this Sales Plan, and will not attempt to exercise any authority, influence or control over such sales.

E. Termination

1. This Sales Plan shall terminate upon the earlier to occur of the following:

(a) Cantor sells the maximum number of shares of Stock allowable under this Sales Plan; and

(b) One party hereto receives written notice of termination from the other party.

2. Any modification of this Sales Plan by Seller will be made in good faith and not as part of a scheme to evade the prohibitions of the Rule. In particular, subject to the Seller's right to terminate this Sales Plan, Seller agrees not to alter or modify this Sales Plan at any time that Seller is aware of any material non-public information about the Issuer or the Stock.

F. Limitation of Liability

1. Notwithstanding any other provision hereof, Cantor shall not be liable to Seller for:

(a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or incidental damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or

(b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

2. Seller has consulted with his own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Cantor or any person affiliated with Cantor in connection with, Seller’s adoption and implementation of this Sales Plan.

3. Seller acknowledges and agrees that in performing its obligations hereunder neither Cantor nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller's assets, or exercising any authority or control respecting management or disposition of Seller's assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither Cantor nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

4. Seller jointly and severally agrees to indemnify and hold harmless Cantor and its officers, directors, employees, agents and affiliates from and against any losses, liabilities, claims, damages and expenses including but not limited to reasonable and documented attorneys’ fees and the costs of investigating or defending any matter, arising out of or incurred in connection with this Sales Plan (“Losses”), except to the extent Losses are found in a final award or judgment by an arbitrator or court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from gross negligence or willful misconduct on the part of Cantor.

G. General

1. Seller and Cantor acknowledge and agree that Cantor is acting as agent and custodian for Seller in connection with this Sales Plan and that Seller is a “customer” of Cantor within the meaning of Section 741(2) of Title 11 of the United States Code (the “Bankruptcy Code”). Seller and Cantor further acknowledge and agree that this Sales Plan is a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, entitled to the protections of, among other sections, Sections 362(b)(6), 546(e) and 555 of the Bankruptcy Code.

2. This Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supersedes any prior agreements or understandings with regard to the Sales Plan.

3. All notices to Cantor under this Sales Plan shall be deemed notice when received and shall be given to all of the following persons in the manner specified by this Sales Plan by telephone, by facsimile or by certified mail:

Cantor Fitzgerald & Co.

110 East 59th Street

New York, NY 10022

Attn: Jennifer Gatherer

4. Neither party’s rights and obligations under this Sales Plan may be assigned or delegated without the written permission of the other party.

5. This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

6. If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Sales Plan will continue and remain in full force and effect.

7. This Sales Plan, and all transactions contemplated hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. Any action brought in connection with this Sales Plan shall be brought in the federal or state courts located in the County of New York, State of New York, and the parties hereto irrevocably consent to the jurisdiction of such courts. This Sales Plan may be modified or amended only by a writing signed by the parties hereto. IN THE EVENT OF A DISPUTE BETWEEN THE PARTIES, THE PARTIES HEREBY AGREE TO WAIVE TRIAL BY JURY.

IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above.

RAMIUS LLC


By:
Name:
Title:

CANTOR FITZGERALD & CO.


By:
Name:
Title:

EX-99.2 3 ex992to13da606297006_090508.htm JOINT FILING AGREEMENT ex992to13da606297006_090508.htm

Exhibit 99.2

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. 6 to the Statement on Schedule 13D filed on September 9, 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 9, 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		/s/ Jeffrey C. Smith
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss		JEFFREY C. SMITH

EX-99.3 4 ex993to13da606297006_090508.htm POWERS OF ATTORNEY ex993to13da606297006_090508.htm

Exhibit 99.3

POWER OF ATTORNEY

The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Ramius Capital Group, LLC or any of its affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Peter A, Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, or any of them, under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs unless revoked earlier in writing.

Date: August 16, 2007

	/s/ Peter A. Cohen
	Peter A. Cohen

	/s/ Morgan B. Stark
	Morgan B. Stark

	/s/ Jeffrey M. Solomon
	Jeffrey M. Solomon

	/s/ Thomas W. Strauss
	Thomas W. Strauss