8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2012

ACI WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-25346	47-0772104
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

120 Broadway, Suite 3350

New York, New York 10271

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 348-6700

(Former Name or Former Address, if Changed Since Last Report) N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 10, 2012, Antelope Investment Co. LLC (“Offeror”), a Delaware corporation and a wholly-owned indirect subsidiary of ACI Worldwide, Inc., a Delaware corporation (“ACI”), accepted for purchase a total of 49,797,755 shares (not including shares subject to guaranteed of delivery) of common stock, par value $0.01 (the “S1 Common Stock”), of S1 Corporation, a Delaware corporation (“S1”), pursuant to an offer (the “Exchange Offer”) by Offeror to exchange each of the issued and outstanding shares of S1 Common Stock for either (i) $10.00 in cash, less any applicable withholding taxes and without interest, and (ii) 0.3148 shares of ACI common stock, par value $0.005 per share, subject to proration. The shares of S1 Common Stock accepted for purchase, when combined with the shares of S1 Common Stock already owned by ACI, represented approximately 91.7% of the outstanding shares, of S1 Common Stock.

On February 13, 2012, ACI completed the acquisition of S1 by effecting the merger of Offeror with and into S1 without a vote or meeting of S1 stockholders pursuant to the short-form merger procedure available under Section 253 of the Delaware General Corporation Law (the “Merger”). In the Merger, each outstanding share of S1 Common Stock not tendered and purchased in the Exchange Offer was converted into the right to receive $6.62 in cash, without interest, and 0.1064 of a share of ACI common stock, less any required withholding taxes. As a result of the Merger, S1 is now a wholly-owned indirect subsidiary of ACI. In the aggregate, ACI issued approximately 5.9 million shares of ACI common stock and paid approximately $360 million in cash in exchange for the shares of S1 Common Stock in the Exchange Offer and the Merger.

Item 8.01 Other Events

On February 13, 2012, ACI issued two press releases. Copies of these press releases are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	ACI Press Release, dated February 13, 2012
99.2	ACI Press Release, dated February 13, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 14, 2012

ACI WORLDWIDE, INC.
By:	/s/ Dennis P. Byrnes
Name:	Dennis P. Byrnes
Title:	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	ACI Press Release, dated February 13, 2012
99.2	ACI Press Release, dated February 13, 2012

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

ACI WORLDWIDE COMPLETES ACQUISITION OF S1 CORPORATION

• Acquisition extends ACI as full-service global leader for payment systems

• Delivers enhanced scale and support for financial organizations, processors and retailers around the world

• Combined expertise strengthens ACI’s leadership in the payments industry

(New York, N.Y. – February 13, 2012) – ACI Worldwide, Inc. (Nasdaq: ACIW), a leading international provider of payment systems, today announced that it has accepted for payment all shares of S1 Corporation (Nasdaq: SONE) common stock tendered in the previously announced exchange offer.

ACI intends to acquire the remaining S1 shares pursuant to a merger as provided in the October 3, 2011 transaction agreement between ACI and S1. In the merger, all remaining publicly held shares of S1 common stock not purchased in the exchange offer will be converted into the right to receive $6.62 in cash, without interest, and 0.1064 of a share of ACI common stock, less any required withholding taxes. Following completion of the exchange offer and the merger, S1 will be now a subsidiary of ACI and its shares will no longer be publicly traded.

The acquisition of S1 positions ACI as a full-service global leader of financial and payment solutions, with the ability to deliver the broadest suite of payment offerings globally targeting financial organizations, processors and retailers–supported by a global team of expert, local employees. S1 brings to ACI a highly complementary set of products, strong global capabilities and success with a range of financial institutions and retailers. Together, the combined company will provide a rich set of capabilities across the broadest payment solutions to serve retail banking, wholesale banking, processors and retailers, and is well positioned to address both emerging and developed payments markets.

Philip Heasley, CEO of ACI Worldwide said, “I am delighted that we have completed the acquisition of S1 and can now focus on delivering the benefits of the broader solution set to our wider customer base. S1’s products and capabilities are an excellent match with ACI’s existing offerings and will help us create a larger, more diversified company supported by a broader base of revenues.”

Heasley continued, “I am also very pleased to welcome S1’s talented payment experts to ACI and look forward to working with them in the future. The size, scope, geographic reach and expanded technical expertise of the combined ACI-S1 will allow us to focus on delivering business agility while offering even greater opportunities to our employees and customers across the world. As part of our integration, we are pleased to add Jan Kruger to our executive leadership team as the head of our ACI On Demand and hosting operations. In this role he will help us maximize the combined strength of our organizations to provide world-class delivery to our customers.”

Through the transaction, ACI has acquired the three product sets known as S1 Payments Processing and Card Management, S1 Online Banking and S1 Branch Banking. The global reach of these offerings enables ACI to build on its strong footprint in the U.S. while bringing these services to customers around the world. With the acquisition, ACI has also grown its customer base with key financial institutions, retailers and processors across the globe.

“At ACI, we have developed a comprehensive and practical integration plan, which we intend to quickly deploy to realize the full benefits of this acquisition for our customers, employees and shareholders,” Mr. Heasley concluded. “The combined organization creates a compelling full-service global provider of financial and payments software with significant scale, and we look forward to bringing these benefits to the market.”

ACI expects to announce fourth quarter and full year 2011 earnings tomorrow, February 14, 2012, and will update full-year 2012 financial guidance at that time.

For more information about this news, please visit www.aciworldwide.com/s1integration.

Twittercue: ACI Worldwide Completes Acquisition of S1 Corporation http://bit.ly/nts4cG

About ACI Worldwide

ACI Worldwide powers electronic payments for more than 800 financial institutions, retailers and processors around the world, with its broad and integrated suite of electronic payment software. More than 90 billion times each year, ACI’s solutions process consumer payments. On an average day, ACI software manages more than US $12 trillion in wholesale payments, and for more than 160 organizations worldwide, ACI software helps to protect their customers from financial crime. To learn more about ACI and understand why we are trusted globally, please visit www.aciworldwide.com. You can also find us on www.paymentsinsights.com or on Twitter @ACI_Worldwide.

Forward-Looking Statements

This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. All opinions, forecasts, projections, future plans or other statements, other than statements of historical fact, are forward-looking statements and include words or phrases such as “believes,” “will,” “expects,” “anticipates,” “intends,” “estimates,” “our view,” “we see,” “would” and words and phrases of similar import. The safe harbor provisions of the Private Securities Litigation Reform Act of 1995 do not apply to any forward-looking statements made in connection with an exchange offer.

We can give no assurance that such expectations will prove to have been correct. Actual results could differ materially as a result of a variety of risks and uncertainties, many of which are outside of the control of management. These risks and uncertainties include, but are not limited to, the following: (1) negative effects on ACI’s business or S1’s business resulting from the pendency of the proposed transaction, (2) that ACI may not achieve the synergies and other expected benefits within the expected time or in the amounts it anticipates, and (3) that ACI may not be able to promptly and effectively integrate the merged businesses. Other factors that could materially affect ACI’s and S1’s respective businesses and actual results of operations are discussed in their most recent Annual Reports on Form 10-K, as well as other filings with the SEC, available on the SEC’s website located at www.sec.gov.

-ends-

For more information contact:

Media:

Scott Fitzgerald

Vice President, Marketing

ACI Worldwide, Inc.

(781) 370-3623

press@aciworldwide.com

Investors:

Tamar Gerber

Vice President, Investor Relations & Financial

Communications

ACI Worldwide, Inc.

(646) 348-6708

press@aciworldwide.com

EX-99.2

Exhibit 99.2

News Release

FOR IMMEDIATE RELEASE

ACI WORLDWIDE ANNOUNCES

PRELIMINARY RESULTS OF EXCHANGE OFFER

(New York, N.Y. – February 13, 2012) – ACI Worldwide, Inc. (Nasdaq: ACIW), a leading international provider of payment systems, today announced the preliminary results of its exchange offer to acquire S1 Corporation (Nasdaq: SONE), which expired at 5:00 p.m., Eastern time, on February 10, 2012. Based on the preliminary calculation performed by Wells Fargo, the exchange agent for the exchange offer, a total of 52,871,149 shares of S1 common stock were validly tendered, which includes 3,073,394 shares tendered through notice of guaranteed delivery, and not withdrawn, representing approximately 95.3% of S1’s outstanding shares.

In accordance with the terms and conditions of the exchange offer, S1 shareholders had the right to elect to receive, for each share tendered, either $10.00 in cash or 0.3148 shares of ACI common stock, subject to proration, such that in the aggregate 33.8% of S1 shares will be exchanged for ACI common stock and 66.2% of S1 shares will be exchanged for cash.

Based on the preliminary calculations by the exchange agent of the proration amounts, S1 shareholders who tendered their S1 shares in the exchange offer and elected to receive the $10.00 cash consideration will receive $10.00 in cash for each share tendered. S1 shareholders who did not make an election will receive $6.62 in cash and 0.1064 shares of ACI stock for each share tendered. S1 shareholders who tendered their S1 shares in the exchange offer and elected to receive the 0.3148 per share stock consideration will receive approximately $5.71 in cash and 0.1351 shares of ACI stock for each share tendered, which is the equivalent of approximately 42.9% of the S1 shares exchanged for the per share stock consideration.

These proration percentages are preliminary and subject to change, and will be finalized by the exchange agent once all shares tendered through notice of guaranteed delivery are delivered within the three trading day settlement period. The final proration amounts will be announced promptly thereafter.

Advisors

Innisfree M&A Incorporated is ACI’s information agent in connection with the offer. Wells Fargo is acting as ACI’s financial advisor and exchange agent for the offer. Jones Day is acting as legal advisor to ACI. Raymond James & Associates Inc. is serving as financial advisor to S1, and Hogan Lovells US LLP is serving as its legal advisor.

About ACI Worldwide

ACI Worldwide powers electronic payments for more than 800 financial institutions, retailers and processors around the world, with its broad and integrated suite of electronic payment software. More than 90 billion times each year, ACI’s solutions process consumer payments. On an average day, ACI software manages more than US $12 trillion in wholesale payments, and for more than 160 organizations worldwide, ACI software helps to protect their customers from financial crime. To learn more about ACI and understand why we are trusted globally, please visit www.aciworldwide.com. You can also find us on www.paymentsinsights.com or on Twitter @ACI_Worldwide.

Forward-Looking Statements

This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. All opinions, forecasts, projections, future plans or other statements, other than statements of historical fact, are forward-looking statements and include words or phrases such as “believes,” “will,” “expects,” “anticipates,” “intends,” “estimates,” “our view,” “we see,” “would” and words and phrases of similar import. The safe harbor provisions of the Private Securities Litigation Reform Act of 1995 do not apply to any forward-looking statements made in connection with an exchange offer.

We can give no assurance that such expectations will prove to have been correct. Actual results could differ materially as a result of a variety of risks and uncertainties, many of which are outside of the control of management. These risks and uncertainties include, but are not limited to, the following: (1) negative effects on ACI’s business or S1’s business resulting from the pendency of the proposed transaction, (2) that ACI may not achieve the synergies and other expected benefits within the expected time or in the amounts it anticipates, and (3) that ACI may not be able to promptly and effectively integrate the merged businesses. Other factors that could materially affect ACI’s and S1’s respective businesses and actual results of operations are discussed in their most recent Annual Reports on Form 10-K, as well as other filings with the SEC, available on the SEC’s website located at www.sec.gov.

-ends-

For more information contact:

Media:

Scott Fitzgerald

Vice President, Marketing

ACI Worldwide, Inc.

(781) 370-3623

press@aciworldwide.com

Investors:

Tamar Gerber

Vice President, Investor Relations & Financial

Communications

ACI Worldwide, Inc.

(646) 348-6708