S1 Quells Shareholder Revolt

May 04, 2006, 1:00 a.m. EDT 1 Min Read

ATLANTA - (05/04/06) -- Financially struggling S1 Corp.settled a proxy fight with its largest shareholder Wednesday underwhich Ramius Capital Group will receive a seat on the company'sboard in exchange for dropping its bid for four board seats. Inaddition, S1 has agreed to retain investment bank Friedman,Billings, Ramsey Group as its financial advisor in activelyexploring strategic alternatives to maximize shareholder value,such as the sale of the company, as proposed by Ramius Capital. Thecompany also agreed to amend its bylaws to restore the right ofstockholders owning 10% of the outstanding shares of common stockto call a special meeting. Under the deal, Jeffrey Smith, amanaging director of Ramius Capital, which owns a 9.4% stake in S1,will be joining the S1 board. S1 reported a first quarter loss of$444,000 last week and a 13% decline in revenues.

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