Security First Technologies Corp. said Wednesday it has renegotiated its agreement to buy FICS Group NV.

The number of shares issued to FICS, of Brussels, has been reduced by half to equal $10 million, though FICS stockholders may receive an additional $4.5 million of shares if certain financial goals are met through 2002. In addition, FICS employees will be given more than double the original number of stock options.

The renegotiated deal, expected to close in the fourth quarter, is valued at $395 million. It could be worth as much as $556 million if the financial targets are met.

Michel Akkermans, chief executive officer of FICS, said that the new terms reflect the deflated price of Security First Technologies' stock. Shares of the Internet banking software provider have fallen more than 25% since the deal was announced May 17.

The combined companies, which also will include Security First's acquisition of Santa Clara, Calif.-based Edify Corp., will be known as S1 Corp.

FICS' chief executive officer, Michel Akkermans, will join S1 as chairman of the board. Jeffrey M. Crowe, Edify's chief executive officer and president, will be vice chairman. James S. Mahan 3d will retain his position as chief executive officer. Headquarters will be in Atlanta, with Brussels and Santa Clara as major operational and development centers.

-- Adriana Senior

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