S1 CORP /DE/

election_required = True...y shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Tender Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 12:00 midnight, Eastern Time, on D...

expiry = 2006-12-14...se for Cash Up to $55,000,000 in Value of Shares of its Common Stock at a Purchase Price Not Greater Than $5.25 nor Less Than $4.75 Per Share THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON DECEMBER 14, 2006, UNLESS THE TENDER OFFER IS EXTENDED. S1 Corporation, a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to $55,000,000 in value of shares of its common stock, $0.01 par value per share (the “Common Stock”),...

listed = True...f whether such subsequent event would have otherwise resulted in the event having been “cured” or ceasing to exist. Any determination by us concerning the events described above will be final and binding on all parties. 8. Price Range of the Shares The shares are traded on NASDAQ under the symbol “SONE”. The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by NASDAQ based on published financial sources. High Low 2004 First Quarter $ 9.73 6.66 Second Quarter 10.65 7.60 Third Quarter 9.94 7.27 Fourth Quarter 10.08 7.91 2005 First Quarter $ 9.08 6.73 Second Quarter 6.9...

mechanism = DUTCH...a more complete discussion of certain items. Who is offering to purchase my shares? S1 Corporation. What will be the purchase price for the shares and what will be the form of payment? We are conducting the Tender Offer through a procedure commonly called a “modified Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The lowest price that may be specified is $4.75. The prices that may be specified increase in increments of $0.10 up to $5.25 and the highest price that may be specified is $5.25. The price range for the Tend...

mechanism = DUTCH...m EX-99.(A)(5)(A) PRESS RELEASE DATED 12-21-06 EX-99.(A)(5)(A) PRESS RELEASE DATED 12-21-06 Exhibit (a)(5)(A) S1 Corporation Announces Final Results of Tender Offer ATLANTA, Dec 21, 2006 — S1 Corporation (NASDAQ: SONE) today announced the final results of its modified “Dutch Auction” tender offer, which expired at 12:00 midnight, Eastern Time, on Thursday, December 14, 2006. S1 has accepted for purchase 10,476,190 shares of its common stock at a price per share of $5.25, including all “odd lots” properly tendered and not withdrawn. These shares represent approximately 14.7% of S1’s currently outstanding shares. S1 h...

must_tender_all = True...ct to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares as follows: • first, all “odd lots” of less than 100 shares from holders who properly tender all of their shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time; • second, from all other stockholders who properly tender shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time, on a pro rata basi...

price = USD 4.75-5.25...lowest price that may be specified is $4.75. The prices that may be specified increase in increments of $0.10 up to $5.25 and the highest price that may be specified is $5.25. The price range for the Tender Offer is $4.75 to $5.25 per share. After the Tender Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest purchase price that will allow us to buy up to $55,000...

price = USD 5.25...Dutch Auction” tender offer, which expired at 12:00 midnight, Eastern Time, on Thursday, December 14, 2006. S1 has accepted for purchase 10,476,190 shares of its common stock at a price per share of $5.25, including all “odd lots” properly tendered and not withdrawn. These shares represent approximately 14.7% of S1’s currently outstanding shares. S1 has been informed by American Stock Transfer and Trust Company, the depo...

threshold = 100...es at or below the purchase price we determine. Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price determined in the Tender Offer and not properly withdrawn by any person (an “Odd Lot Holder”) who owns beneficially or of record fewer than 100 shares in the aggregate and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this priority, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for paymen...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 g04276exv99wxayx1yxay.htm EX-99.(A)(1)(A) OFFER TO PURCHASE EX-99.(A)(1)(A) OFFER TO PURCHASE Exhibit (a)(1)(a) S1 Corporation Offer to Purchase for Cash Up to $55,000,000 in Value of Shares of its Common Stock at a Purchase Price Not Greater Than $5.25 nor Less Than $4.75 Per Share THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON DECEMBER...

txn_type = TENDER_OFFEREX-99.(A)(5)(A) 2 g04820exv99wxayx5yxay.htm EX-99.(A)(5)(A) PRESS RELEASE DATED 12-21-06 EX-99.(A)(5)(A) PRESS RELEASE DATED 12-21-06 Exhibit (a)(5)(A) S1 Corporation Announces Final Results of Tender Offer ATLANTA, Dec 21, 2006 — S1 Corporation (NASDAQ: SONE) today announced the final results of its modified “Dutch Auction” tender offer, which expired at 12:00 midnight, Eastern Time, on Thursday, December 14, 2006. S1 has accepted for purchase 10,476,190 shares of its common stock at a price per share of $5.25, including all “odd lots” pro...

accepted = 10476190...6 — S1 Corporation (NASDAQ: SONE) today announced the final results of its modified “Dutch Auction” tender offer, which expired at 12:00 midnight, Eastern Time, on Thursday, December 14, 2006. S1 has accepted for purchase 10,476,190 shares of its common stock at a price per share of $5.25, including all “odd lots” properly tendered and not withdrawn. These shares represent approximately 14.7% of S1’s currently outstanding shares. S1 has been informed by American Stock Transfer and Trust Company, the depositary for...

proration_pct = 74.7243...rawn. These shares represent approximately 14.7% of S1’s currently outstanding shares. S1 has been informed by American Stock Transfer and Trust Company, the depositary for the tender offer, that the final proration factor for the tender offer was 74.7243%. Based on the final count by the depositary (and excluding any conditional tenders that were not accepted due to the specified condition not being satisfied), 14,017,526 shares of common stock were validly tendered and not withdrawn at prices at or below the $5.25 per share purc...

tendered = 14017526...factor for the tender offer was 74.7243%. Based on the final count by the depositary (and excluding any conditional tenders that were not accepted due to the specified condition not being satisfied), 14,017,526 shares of common stock were validly tendered and not withdrawn at prices at or below the $5.25 per share purchase price. The depositary will promptly issue payment for the shares accepted in the tender offer. Any shares properly tendered and not withdrawn, but not purchased due to proration or conditional tenders, will be...