-----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, WymF4AJtZBTGu7Ds/iQPKBvmeoev4eco+ANTi4k3elnLez5dLQ+M5rjnytcn57qv Lvoms5jDHQVLuknev6NRxg== 0000921895-08-002732.txt : 20081104 0000921895-08-002732.hdr.sgml : 20081104 20081104204034 ACCESSION NUMBER: 0000921895-08-002732 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081024 FILED AS OF DATE: 20081104 DATE AS OF CHANGE: 20081104 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG Ambrose Master Fund, Ltd. CENTRAL INDEX KEY: 0001361308 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24931 FILM NUMBER: 081162179 BUSINESS ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS FUND III LTD CENTRAL INDEX KEY: 0001364517 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24931 FILM NUMBER: 081162181 BUSINESS ADDRESS: STREET 1: 1 REGATTA OFFICE PARK STREET 2: WEST BAY RD CITY: GRAND CAY CAY ISK BWI STATE: E9 ZIP: 00000 BUSINESS PHONE: 212-845-7900 MAIL ADDRESS: STREET 1: 1 REGATTA OFFICE PARK STREET 2: WEST BAY RD CITY: GRAND CAY CAY ISK BWI STATE: E9 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Parche, LLC CENTRAL INDEX KEY: 0001329983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24931 FILM NUMBER: 081162183 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-4823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS LLC CENTRAL INDEX KEY: 0001050154 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24931 FILM NUMBER: 081162185 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 NAME: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS ADVISORS LLC CENTRAL INDEX KEY: 0001275893 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24931 FILM NUMBER: 081162186 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 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG Enterprise Ltd CENTRAL INDEX KEY: 0001418492 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24931 FILM NUMBER: 081162182 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG HALIFAX FUND LTD CENTRAL INDEX KEY: 0001275884 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24931 FILM NUMBER: 081162178 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: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starboard Value & Opportunity Master Fund Ltd CENTRAL INDEX KEY: 0001373638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24931 FILM NUMBER: 081162184 BUSINESS ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 2OTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 201-4823 MAIL ADDRESS: STREET 1: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE 2OTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAMIUS MASTER FUND LTD CENTRAL INDEX KEY: 0001275886 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24931 FILM NUMBER: 081162180 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: C/O RAMIUS LLC STREET 2: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCG STARBOARD ADVISORS, LLC CENTRAL INDEX KEY: 0001329989 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24931 FILM NUMBER: 081162177 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-4841 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Admiral Advisors, LLC DATE OF NAME CHANGE: 20050613 4 1 ram80.xml X0303 4 2008-10-24 0 0001063254 S1 CORP /DE/ SONE 0001050154 RAMIUS LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001373638 Starboard Value & Opportunity Master Fund Ltd 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001329983 Parche, LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001418492 RCG Enterprise Ltd CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN 0 0 1 0 0001364517 RAMIUS FUND III LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN 0 0 1 0 0001275886 RAMIUS MASTER FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN 0 0 1 0 0001361308 RCG Ambrose Master Fund, Ltd. CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN 0 0 1 0 0001275884 RCG HALIFAX FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN 0 0 1 0 0001275893 RAMIUS ADVISORS LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 0001329989 RCG STARBOARD ADVISORS, LLC 599 LEXINGTON AVENUE, 20TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $.01 Par Value 2008-10-31 4 S 0 7374 6.1996 D 1016952 I By Parche, LLC Common Stock, $.01 Par Value 2008-11-03 4 S 0 4743 6.2622 D 1012209 I By Parche, LLC Common Stock, $.01 Par Value 2008-11-04 4 S 0 5514 6.1034 D 1006695 I By Parche, LLC Common Stock, $.01 Par Value 2008-10-31 4 S 0 211 6.1996 D 29466 I By Ramius Fund III, Ltd Common Stock, $.01 Par Value 2008-11-03 4 S 0 136 6.2622 D 29330 I By Ramius Fund III, Ltd Common Stock, $.01 Par Value 2008-11-04 4 S 0 158 6.1034 D 29172 I By Ramius Fund III, Ltd Common Stock, $.01 Par Value 2008-10-31 4 S 0 840 6.1996 D 119622 I By Ramius Leveraged M-S Master Fund Ltd Common Stock, $.01 Par Value 2008-11-03 4 S 0 541 6.2622 D 119081 I By Ramius Leveraged M-S Master Fund Ltd Common Stock, $.01 Par Value 2008-11-04 4 S 0 628 6.1034 D 118453 I By Ramius Leveraged M-S Master Fund Ltd Common Stock, $.01 Par Value 2008-10-31 4 S 0 840 6.1996 D 114379 I By Ramius Merger Arbitrage Master Fund Common Stock, $.01 Par Value 2008-11-03 4 S 0 541 6.2622 D 113838 I By Ramius Merger Arbitrage Master Fund Common Stock, $.01 Par Value 2008-11-04 4 S 0 628 6.1034 D 113210 I By Ramius Merger Arbitrage Master Fund Common Stock, $.01 Par Value 2008-10-24 4 S 0 3577 6.1996 D 509066 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $.01 Par Value 2008-11-03 4 S 0 2301 6.2622 D 506765 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $.01 Par Value 2008-11-04 4 S 0 2675 6.1034 D 504090 I By Ramius Multi-Strategy Master Fund Ltd Common Stock, $.01 Par Value 2008-10-31 4 S 0 31158 6.1996 D 4370908 I By Ramius Value and Oppr. Master Fund Common Stock, $.01 Par Value 2008-11-03 4 S 0 20038 6.2622 D 4350870 I By Ramius Value and Oppr. Master Fund Common Stock, $.01 Par Value 2008-11-04 4 S 0 23297 6.1034 D 4327573 I By Ramius Value and Oppr. Master Fund Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The reported transaction was effected pursuant to a Rule 10b5-1 Sales Plan Agreement. Shares of Common Stock beneficially owned by Parche, LLC (Parche). As the sole non-managing member of Parche, Ramius Enterprise Master Fund Ltd may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. As the managing member of Parche, RCG Starboard Advisors, LLC (RCG Starboard Advisors) may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. As the sole member of RCG Starboard Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Parche. Shares of Common Stock beneficially owned by Ramius Fund III, Ltd (Ramius Fund III). As the investment advisor of Ramius Fund III, Ramius Advisors, LLC (Ramius Advisors) may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Fund III. As the managing member of Ramius Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Fund III. Shares of Common Stock beneficially owned by Ramius Leveraged Multi-Strategy Master Fund Ltd (Ramius Leveraged Multi-Strategy Master Fund). As the investment advisor of Ramius Leveraged Multi-Strategy Master Fund, Ramius Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Leveraged Multi-Strategy Master Fund. As the managing member of Ramius Advisors, Ramius may be deemd to beneficially own the shares of Common Stock beneficially owned by Ramius Leveraged Multi-Strategy Master Fund. Shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund Ltd (Ramius Merger Arbitrage Master Fund). As the investment advisor of Ramius Merger Arbitrage Master Fund, Ramius Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund. As the managing member of Ramius Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund. Shares of Common Stock beneficially owned by Ramius Multi-Strategy Master Fund Ltd (Ramius Multi-Strategy Master Fund). As the investment advisor of Ramius Multi-Strategy Master Fund, Ramius Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Multi-Strategy Master Fund. As the managing member of Ramius Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Multi-Strategy Master Fund. Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund, Ltd. (Ramius Value and Opportunity Master Fund). As the investment manager of Ramius Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund. As the sole member of RCG Starboard Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund. By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory 2008-11-04 By: Ramius Value and Opportunity Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 2008-11-04 By: Parche, LLC; By: /s/ Owen S. Littman, Authorized Signatory 2008-11-04 By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 2008-11-04 By: Ramius Fund III, Ltd; By: /s/ Owen S. Littman, Authorized Signatory 2008-11-04 By: Ramius Multi-Strategy Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 2008-11-04 By: Ramius Merger Arbitrage Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 2008-11-04 By: Ramius Leveraged Multi-Strategy Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 2008-11-04 By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 2008-11-04 By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 2008-11-04 -----END PRIVACY-ENHANCED MESSAGE-----