SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on November 19, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )(1)
S1 Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
814279105
- --------------------------------------------------------------------------------
(CUSIP Number)
November 10, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
- ------------
(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 the disclosures provided in a prior cover page.
The information required in 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 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).
1. NAME OF REPORTING PERSON: Intuit Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 770034661
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
- --------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER:
SHARES 5,550,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER:
EACH -0-
REPORTING -----------------------------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER:
5,550,000
-----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER:
-0-
-----------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,550,000
- --------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
10.65% (see Note 1 on page 4)
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER: S1 Corporation
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL 3390 Peachtree Road, Suite 1700
EXECUTIVE OFFICES: Atlanta, Georgia 30326
ITEM 2(a). NAME OF PERSON FILING: Intuit Inc.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS 2535 Garcia Avenue
OFFICE, OR IF NONE, RESIDENCE: Mountain View, California 94043
ITEM 2(c). CITIZENSHIP: (a Delaware Corporation)
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock
ITEM 2(e). CUSIP NUMBER: 814279105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
ITEM 4. OWNERSHIP
(a) Amount beneficially owned: 5,550,0001
(b) Percent of class: 10.65%1
(c) Number of shares as to which such person has:
- --------
1 Includes 4,579,187 shares subject to an option. The number of shares
subject to such option may increase by up to 445,000, in an amount equal to
9.9%, rounded to the nearest whole number, of the number of shares of
common stock of S1 Corporation ("S1") purchased pursuant to Section 1.2 of
that certain Stock Purchase Agreement II dated as of September 21, 1999 by
and among the S1, FICS Group N.V., the individuals and entities who are
signatories thereto, and as may be joined by other individuals and entities
from time to time; provided that Intuit Inc. may not exercise the option
for a number of shares which would result in it beneficially owning more
than 5,995,000 shares.
(i) Sole power to vote or to direct the vote: 5,550,000
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the disposition: 5,550,000
(iv) Shared power to dispose or to direct the disposition of: -0-
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Because this statement is filed pursuant to Rule 13d-1(c), the following
certification is included:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated this 19th day of November, 1999. INTUIT INC.
By: /s/ VIRGINIA COLES
---------------------------
Virginia Coles
Assistant General Counsel
and Assistant Secretary