-----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, L3e4awnDQtRz1dSN+22DIMSClYqYAL55zuONp5+KHy5hgVP04+BCv0CeXfLR2tcf g0a8baJ1MVjXcn76dp6Fvw== 0000921895-08-002486.txt : 20081003 0000921895-08-002486.hdr.sgml : 20081003 20081002202058 ACCESSION NUMBER: 0000921895-08-002486 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081003 DATE AS OF CHANGE: 20081002 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: 081105132 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 sc13da806297006_10022008.htm AMENDMENT NO. 8 TO THE SCHEDULE 13D sc13da806297006_10022008.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. 8)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 30, 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
 
RAMIUS 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
 
 4,402,068
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
 4,402,068
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 4,402,068
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 7.8%
14
TYPE OF REPORTING PERSON
 
CO

2

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
PARCHE, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,024,310
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
1,024,310
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,024,310
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON
 
OO

3

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
RAMIUS MERGER ARBITRAGE 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
 
115,223
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
115,223
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
115,223
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

4

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
RAMIUS LEVERAGED MULTI-STRATEGY 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
 
120,470
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
120,470
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
120,470
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

5

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
RAMIUS MULTI-STRATEGY 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
 
512,647
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
512,647
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
512,647
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

6

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
RAMIUS FUND III, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
29,675
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
29,675
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
29,675
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

7

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
RAMIUS ENTERPRISE 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
 
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
 
1,024,310
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
1,024,310
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,024,310
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON
 
CO

8

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
RCG STARBOARD ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,426,378
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
5,426,378
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,426,378
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.6%
14
TYPE OF REPORTING PERSON
 
IA, OO

9

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
RAMIUS ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,802,325
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
1,802,325
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,802,325
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.2%
14
TYPE OF REPORTING PERSON
 
IA, OO

10

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,204,393
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
6,204,393
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,204,393
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.0%
14
TYPE OF REPORTING PERSON
 
IA, OO

11

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
C4S & CO., L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,204,393
8
SHARED VOTING POWER
 
 -0-
9
SOLE DISPOSITIVE POWER
 
6,204,393
10
SHARED DISPOSITIVE POWER
 
 -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,204,393
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.0%
14
TYPE OF REPORTING PERSON
 
OO

12

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 -0-
8
SHARED VOTING POWER
 
 6,204,393
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
 6,204,393
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 6,204,393
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.0%
14
TYPE OF REPORTING PERSON
 
IN

13

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 -0-
8
SHARED VOTING POWER
 
 6,204,393
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
 6,204,393
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 6,204,393
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 11.0%
14
TYPE OF REPORTING PERSON
 
IN

14

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 -0-
8
SHARED VOTING POWER
 
 6,204,393
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
 6,204,393
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 6,204,393
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.0%
14
TYPE OF REPORTING PERSON
 
IN

15

CUSIP NO. 78463B101
 
 
1
NAME OF REPORTING PERSON
 
THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 -0-
8
SHARED VOTING POWER
 
 6,204,393
9
SOLE DISPOSITIVE POWER
 
 -0-
10
SHARED DISPOSITIVE POWER
 
 6,204,393
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 6,204,393
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.0%
14
TYPE OF REPORTING PERSON
 
IN

16

CUSIP NO. 78463B101
 
The following constitutes Amendment No. 8 (“Amendment No. 8”) to the Schedule 13D filed by the undersigned.  This Amendment No. 8 amends the Schedule 13D as specifically set forth.
 
Item 2 is hereby amended to add the following:
 
Since the filing of Amendment No. 7:
 
(i)           Starboard has changed its name to Ramius Value and Opportunity Master Fund Ltd (“Value and Opportunity Master Fund”);
 
(ii)           RCG Ambrose has changed its name to Ramius Merger Arbitrage Master Fund Ltd (“Merger Arbitrage Master Fund”);
 
(iii)           RCG Halifax has changed its name to Ramius Leveraged Multi-Strategy Master Fund Ltd (“Leveraged Multi-Strategy Master Fund”);
 
(iv)           Ramius Master has changed its name to Ramius Multi-Strategy Master Fund Ltd (“Multi-Strategy Master Fund”); and
 
(v)           RCG Enterprise has changed its name to Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”).
 
As a result of a reorganization of the Reporting Persons and their affiliates, Ramius Advisors serves as the investment advisor of each of Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Enterprise Master Fund and Ramius Fund III.
 
The first paragraph of Item 3 is hereby amended and restated as follows:

The Shares purchased by Value and Opportunity Master Fund, Parche, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund 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 A, which is incorporated by reference herein.  The aggregate purchase cost of the 6,204,393 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund, Parche, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund and Ramius Fund III is approximately $28,925,196, excluding 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.
 
17

CUSIP NO. 78463B101
 
A.
Value and Opportunity Master Fund
 
 
(a)
As of the close of business on October 1, 2008, Value and Opportunity Master Fund beneficially owned 4,402,068 Shares.
 
Percentage: Approximately 7.8%
 
 
(b)
1.  Sole power to vote or direct vote: 4,402,068
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 4,402,068
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Transactions in the Shares by Value and Opportunity Master Fund since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
B.
Parche
 
 
(a)
As of the close of business on October 1, 2008, Parche beneficially owned 1,024,310 Shares.
 
Percentage: Approximately 1.8%
 
 
(b)
1.  Sole power to vote or direct vote: 1,024,310
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,024,310
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Transactions in the Shares by Parche since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
C.
Merger Arbitrage Master Fund
 
 
(a)
As of the close of business on October 1, 2008, Merger Arbitrage Master Fund beneficially owned 115,223 Shares.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 115,223
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 115,223
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Transactions in the Shares by Merger Arbitrage Master Fund since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
D.
Leveraged Multi-Strategy Master Fund
 
 
(a)
As of the close of business on October 1, 2008, Leveraged Multi-Strategy Master Fund beneficially owned 120,470 Shares.
 
Percentage: Less than 1%
 
18

CUSIP NO. 78463B101
 
 
(b)
1.  Sole power to vote or direct vote: 120,470
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 120,470
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Transactions in the Shares by Leveraged Multi-Strategy Master Fund since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
E.
Multi-Strategy Master Fund
 
 
(a)
As of the close of business on October 1, 2008, Multi-Strategy Master Fund beneficially owned 512,647 Shares.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 512,647
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 512,647
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Transactions in the Shares by Multi-Strategy Master Fund since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
F.
Ramius Fund III
 
 
(a)
As of the close of business on October 1, 2008, Ramius Fund III beneficially owned 29,675 Shares.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 29,675
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 29,675
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Transactions in the Shares by Ramius Fund III since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated by reference.
 
G.
Enterprise Master Fund
 
 
(a)
As of the close of business on October 1, 2008, Enterprise Master Fund, as the sole non-managing member of Parche and owner of all economic interest therein, may be deemed the beneficial owner of the 1,024,310 Shares beneficially owned by Parche.
 
Percentage: Approximately 1.8%
 
19

CUSIP NO. 78463B101
 
 
(b)
1. Sole power to vote or direct vote: 1,024,310
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,024,310
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Enterprise Master Fund has not has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.  The transactions in the Shares by Parche since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and incorporated herein by reference.
 
H.
RCG Starboard Advisors
 
 
(a)
As of the close of business on October 1, 2008, as the investment manager of Value and Opportunity Master Fund and the managing member of Parche, RCG Starboard Advisors may be deemed the beneficial owner of (i) 4,402,068 Shares owned by Value and Opportunity Master Fund and (ii) 1,024,310 Shares owned by Parche.
 
Percentage: Approximately 9.6%
 
 
(b)
1.  Sole power to vote or direct vote: 5,426,378
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 5,426,378
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
RCG Starboard Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D on behalf of Parche and Value and Opportunity Master Fund are set forth on Schedule A and incorporated herein by reference.
 
I.
Ramius Advisors
 
 
(a)
As of the close of business on October 1, 2008, as the investment advisor of Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Enterprise Master Fund (the sole non-managing member of Parche and owner of all economic interest therein) and Ramius Fund III, Ramius Advisors may be deemed the beneficial owner of (i) 512,647 Shares owned by Multi-Strategy Master Fund, (ii) 115,223 Shares owned by Merger Arbitrage Master Fund, (iii) 120,470 Shares owned by Leveraged Multi-Strategy Master Fund, (iv) 1,024,310 Shares owned by Parche, and (v) 29,675 Shares owned by Ramius Fund III.
 
Percentage: Approximately 3.2%
 
 
(b)
1. Sole power to vote or direct vote: 1,802,325
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 1,802,325
 
4.  Shared power to dispose or direct the disposition: 0
 
20

CUSIP NO. 78463B101
 
 
(c)
Ramius Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D on behalf of Multi-Strategy Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund and Ramius Fund III are set forth on Schedule A and incorporated herein by reference.
 
J.
Ramius
 
 
(a)
As of the close of business on October 1, 2008, as the sole member of RCG Starboard Advisors, the managing member of Ramius Advisors (the investment manager of Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund and Ramius Fund III), Ramius may be deemed the beneficial owner of (i) 4,402,068 shares owned by Value and Opportunity Master Fund, (ii) 1,024,310 Shares owned by Parche, (iii) 115,223 Shares owned by Merger Arbitrage Master Fund, (iv) 120,470 Shares owned by Leveraged Multi-Strategy Master Fund, (v) 512,647 Shares owned by Multi-Strategy Master Fund and (vi) 29,675 Shares owned by Ramius Fund III.
 
Percentage: Approximately 11.0%
 
 
(b)
1.  Sole power to vote or direct vote: 6,204,393
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 6,204,393
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Ramius did not enter into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D on behalf of Parche, Value and Opportunity Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund and Ramius Fund III are set forth on Schedule A and incorporated herein by reference.
 
K.
C4S
 
 
(a)
As of the close of business on October 1, 2008, as the managing member of Ramius, C4S may be deemed the beneficial owner of (i) 4,402,068 shares owned by Value and Opportunity Master Fund, (ii) 1,024,310 Shares owned by Parche, (iii) 115,223 Shares owned by Merger Arbitrage Master Fund, (iv) 120,470 Shares owned by Leveraged Multi-Strategy Master Fund, (v) 512,647 Shares owned by Multi-Strategy Master Fund and (vi) 29,675 Shares owned by Ramius Fund III.
 
Percentage: Approximately 11.0%
 
 
(b)
1.  Sole power to vote or direct vote: 6,204,393
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 6,204,393
 
4.  Shared power to dispose or direct the disposition: 0
 
21

CUSIP NO. 78463B101
 
 
(c)
C4S did not enter into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D on behalf of Parche, Value and Opportunity Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund and Ramius Fund III are set forth on Schedule A and incorporated herein by reference.
 
L.
Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon
 
 
(a)
As of the close of business on October 1, 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) 4,402,068 shares owned by Value and Opportunity Master Fund, (ii) 1,024,310 Shares owned by Parche, (iii) 115,223 Shares owned by Merger Arbitrage Master Fund, (iv) 120,470 Shares owned by Leveraged Multi-Strategy Master Fund, (v) 512,647 Shares owned by Multi-Strategy Master Fund and (vi) 29,675 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 Value and Opportunity Master Fund, Parche, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund 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 11.0%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 6,204,393
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 6,204,393
 
 
(c)
None of Mr. Cohen, Mr. Stark, Mr. Strauss or Mr. Solomon has entered into any transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D.  The transactions in the Shares since the filing of Amendment No. 7 to the Schedule 13D on behalf of Parche, Value and Opportunity Master Fund, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Multi-Strategy Master Fund and Ramius Fund III are set forth on Schedule A and incorporated herein by reference.
 
The Reporting Persons do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only.
 
Item 6 is hereby amended to add the following:
 
This Amendment No. 8 reports the sale of an aggregate of 611,700 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.
 
22

CUSIP NO. 78463B101
 
On October 2, 2008, Value and Opportunity Master Fund Ltd, Parche, LLC, Ramius Merger Arbitrage Master Fund Ltd, Ramius Leveraged Multi-Strategy Master Fund Ltd, Ramius Multi-Strategy Master Fund Ltd, Ramius Fund III, Ltd, Ramius Enterprise Master Fund Ltd, RCG Starboard Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, and Jeffrey M. Solomon (collectively, the “Group”) entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which they agreed to the joint filing on behalf of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.  The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
 
Item 7 is hereby amended to include the following exhibit:
 
 
Exhibit 99.1
Joint Filing Agreement by and among Value and Opportunity Master Fund Ltd, Parche, LLC, Ramius Merger Arbitrage Master Fund Ltd, Ramius Leveraged Multi-Strategy Master Fund Ltd, Ramius Multi-Strategy Master Fund Ltd, Ramius Fund III, Ltd, Ramius Enterprise Master Fund Ltd, RCG Starboard Advisors, LLC, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, and Jeffrey M. Solomon, dated October 2, 2008.
 
23

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:  October 2, 2008

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By:      RCG Starboard Advisors, LLC,
its investment manager
 
PARCHE, LLC
By:      RCG Starboard Advisors, LLC,
its managing member
 
RAMIUS MERGER ARBITRAGE MASTER FUND LTD
By:      Ramius Advisors, LLC,
its investment manager
 
RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD
By:      Ramius Advisors, LLC,
its investment manager
 
RAMIUS FUND III, LTD
By:      Ramius Advisors, LLC,
its investment manager
 
RAMIUS MULTI-STRATEGY MASTER FUND LTD
By:       Ramius Advisors, LLC,
its investment manager
 
RAMIUS ENTERPRISE MASTER FUND LTD
By:      Ramius Advisors, LLC,
its investment manager
 
RCG STARBOARD ADVISORS, LLC
By:       Ramius LLC,
its sole member
 
RAMIUS ADVISORS, LLC
By:       Ramius LLC,
its managing member
 
RAMIUS LLC
By:       C4S & Co., L.L.C.,
as managing member
 
C4S & CO., L.L.C.
 
 
 
 
 
By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 
JEFFREY M. SOLOMON
 
   
/s/ Jeffrey M. Solomon  
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
 
 
 

 
24

CUSIP NO. 78463B101

Schedule A

Transactions in the Shares Since the Filing of Amendment No. 7 to the Schedule 13D

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

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

11,117
 
6.7504
09/12/08
15,509
 
6.5645
09/15/08
28,253
 
6.3965
09/16/08
16,003
 
6.0597
09/17/08
18,339
 
6.0227
09/18/08
120,518
 
6.3466
09/19/08
35,405
 
6.6460
09/22/08
35,405
 
6.6605
09/23/08
22,659
 
6.4656
09/24/08
29,104
 
6.5028
09/25/08
33,068
 
6.3838
09/26/08
31,440
 
6.1688
09/29/08
34,557
 
6.1031
09/30/08
1,770
 
6.0000
10/01/08

PARCHE, LLC

2,632
 
6.7504
09/12/08
3,670
 
6.5645
09/15/08
6,687
 
6.3965
09/16/08
3,788
 
6.0597
09/17/08
4,341
 
6.0227
09/18/08
28,526
 
6.3466
09/19/08
8,380
 
6.6460
09/22/08
8,380
 
6.6605
09/23/08
5,363
 
6.4656
09/24/08
6,888
 
6.5028
09/25/08
7,827
 
6.3838
09/26/08
7,439
 
6.1688
09/29/08
8,173
 
6.1031
09/30/08
419
 
6.0000
10/01/08
 
25

CUSIP NO. 78463B101
 
RAMIUS MULTI-STRATEGY MASTER FUND LTD

1,276
 
6.7504
09/12/08
1,780
 
6.5645
09/15/08
3,244
 
6.3965
09/16/08
1,837
 
6.0597
09/17/08
2,106
 
6.0227
09/18/08
13,837
 
6.3466
09/19/08
4,065
 
6.6460
09/22/08
4,065
 
6.6605
09/23/08
2,602
 
6.4656
09/24/08
3,341
 
6.5028
09/25/08
3,797
 
6.3838
09/26/08
3,610
 
6.1688
09/29/08
3,969
 
6.1031
09/30/08
203
 
6.0000
10/01/08

RAMIUS FUND III, LTD

75
 
6.7504
09/12/08
105
 
6.5645
09/15/08
192
 
6.3965
09/16/08
108
 
6.0597
09/17/08
124
 
6.0227
09/18/08
817
 
6.3466
09/19/08
240
 
6.6460
09/22/08
240
 
6.6605
09/23/08
154
 
6.4656
09/24/08
197
 
6.5028
09/25/08
224
 
6.3838
09/26/08
213
 
6.1688
09/29/08
233
 
6.1031
09/30/08
12
 
6.0000
10/01/08
 
 
26

CUSIP NO. 78463B101

RAMIUS MERGER ARBITRAGE MASTER FUND LTD

300
 
6.7504
09/12/08
418
 
6.5645
09/15/08
762
 
6.3965
09/16/08
432
 
6.0597
09/17/08
495
 
6.0227
09/18/08
3,251
 
6.3466
09/19/08
955
 
6.6460
09/22/08
955
 
6.6605
09/23/08
611
 
6.4656
09/24/08
785
 
6.5028
09/25/08
892
 
6.3838
09/26/08
848
 
6.1688
09/29/08
934
 
6.1031
09/30/08
48
 
6.0000
10/01/08

RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD

300
 
6.7504
09/12/08
418
 
6.5645
09/15/08
762
 
6.3965
09/16/08
432
 
6.0597
09/17/08
495
 
6.0227
09/18/08
3,251
 
6.3466
09/19/08
955
 
6.6460
09/22/08
955
 
6.6605
09/23/08
611
 
6.4656
09/24/08
785
 
6.5028
09/25/08
892
 
6.3838
09/26/08
850
 
6.1688
09/29/08
934
 
6.1031
09/30/08
48
 
6.0000
10/01/08

 
27

 
 
EX-99.1 2 ex99113da806297006_10022008.htm JOINT FILING AGREEMENT ex99113da806297006_10022008.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them that certain Amendment No. 8 to the Statement on Schedule 13D filed on September 11, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, $.01 Par Value, of S1 Corporation.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  October 2, 2008

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By:      RCG Starboard Advisors, LLC,
its investment manager
 
PARCHE, LLC
By:      RCG Starboard Advisors, LLC,
its managing member
 
RAMIUS MERGER ARBITRAGE MASTER FUND LTD
By:      Ramius Advisors, LLC,
its investment manager
 
RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD
By:      Ramius Advisors, LLC,
its investment manager
 
RAMIUS FUND III, LTD
By:      Ramius Advisors, LLC,
its investment manager
 
RAMIUS MULTI-STRATEGY MASTER FUND LTD
By:       Ramius Advisors, LLC,
its investment manager
 
RAMIUS ENTERPRISE MASTER FUND LTD
By:      Ramius Advisors, LLC,
its investment manager
 
RCG STARBOARD ADVISORS, LLC
By:       Ramius LLC,
its sole member
 
RAMIUS ADVISORS, LLC
By:       Ramius LLC,
its managing member
 
RAMIUS LLC
By:       C4S & Co., L.L.C.,
as managing member
 
C4S & CO., L.L.C.
 
 
 
By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory
 
JEFFREY M. SOLOMON
 
   
/s/ Jeffrey M. Solomon  
Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss
 
 
 

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