---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



---



FORM 10-K/A

|    |  |                                                         
|--- |  | --------------------------------------------------------
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE    
|   
|   
|   
|   
|    |  | SECURITIES EXCHANGE ACT OF 1934                         
|   
|   
|   
|   
|   
|   
|   
|   
|   
|   
|   
|   
|    |  | For the fiscal year ended December 31, 2000             
|   
|   
|   
|   
|   
|   
|   
|   
|   
|   
|   
|   
|    |  | OR                                                      
|   
|   
|   
|   
|   
|   
|   
|   
|   
|   
|   
|   
|[ ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|   
|   
|   
|   
|    |  | SECURITIES EXCHANGE ACT OF 1934                         

For the transition period from        to

Commission file number: 000-24931

S1 CORPORATION
(Exact name of registrant as specified in its charter)

|                                         |  |                    
|---------------------------------------- |  | -------------------
|Delaware                                 |  | 58-2395199         
|                                        
|                                        
|                                        
|                                        
|(State or other jurisdiction of          |  | (I.R.S. Employer   
|                                        
|                                        
|                                        
|                                        
|incorporation or organization)           |  | Identification No.)
|                                        
|                                        
|                                        
|                                        
|3390 Peachtree Road, NE, Suite 1700     
|                                        
|                                        
|                                        
|                                        
|Atlanta, Georgia                         |  | 30326              
|                                        
|                                        
|                                        
|                                        
|(Address of principal executive offices) |  | (Zip Code)         

Registrants telephone number, including area code: (404) 812-6200

Securities registered pursuant to Section 12(b) of the Act:

Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share
Title of Class

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No____.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

As of March 22, 2001, the aggregate
market value of the shares of common
stock of the registrant issued and outstanding on such date,
excluding 3,453,927 shares held by all affiliates of the registrant,
was approximately $365,634,065. This figure is based on the closing
sales price of $6.6562 per share of
the registrants common stock on March 22, 2001, and excludes shares held by
directors and executive officers because such persons may be deemed to be
affiliates. This reference to affiliate status is not necessarily a conclusive
determination for other purposes.

Shares of common stock outstanding as of March 22, 2001: 58,385,279

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K into which the document is incorporated:

Portions of the definitive proxy statement for the annual meeting of
shareholders to be held May 23, 2001, which the registrant intends to
file no later than 120 days after December 31, 2000, are incorporated by
reference in Part III.

---

---





---



Explanatory Note:

This amendment to S1 Corporations (the Company) Annual Report on Form 10-K
for the year ended December 31, 2000, filed with the Securities and Exchange
Commission on April 2, 2001, is filed to correct the misalignment of certain
figures in the financial statement entitled S1 Corporation and Subsidiaries
Consolidated Statements of Stockholders Equity of Item 8 to Part II of the
Form 10-K. The line items affected are: Common stock issued upon the exercise of stock options and employee stock purchase, Stock option compensation, Warrant
issued in connection with marketing agreement and Issuance of common stock in
connection with acquisitions. During the
Edgarization process, the figures corresponding to the above-mentioned line
items were inadvertently placed in the Comprehensive income column instead of
the Total stockholders equity column. The Company has made no further
changes to its Annual Report on Form 10-K filed with the SEC on April 2, 2001.





---



PART II

Item 8. Financial Statements and Supplementary Data.

The financial statement entitled S1 Corporation and Subsidiaries
Consolidated Statements of Stockholders Equity of Item 8 is hereby amended
and restated as follows:

S1 CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
For the years ended December 31, 1998, 1999, and 2000
(in thousands, except share data)

|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |        |  | 
|------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------- |  | - | --------------------------- | - | -------- | - | ------ | - | ------ | - | ------- |  |  | - | ------ |  | 
|                                                                               |                                                                                                |  |   | Convertible preferred stock
|                                                                               |                                                                                                |  |   |                            
|                                                                               |                                                                                                |  |   | Series A                    |   | Series B
|                                                                               |                                                                                                |  |   |                             |   |         
|                                                                               |                                                                                                |  |   | Shares                      |   | Amount   |   | Shares |   | Amount
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |       
|                                                                               | Balance at December 31, 1997                                                                   |  |   | 1,251,084                   |   |          | $ | 2,679  |   |        |   |        |  |  | $ |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Net loss                                                                                       |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in net unrealized gains on
    investment securities available for sale |                                                                                                |  |  |                             |   |          |  |        |   |        |  |         |  |  |  |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Conversion of preferred stock to common stock                                                  |  |   | (614,620                    | ) |          |   | (768   | ) |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Sale of common stock, net of expenses                                                          |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of preferred stock, net of expenses                                                   |  |   |                            |   |          |   |       |   |        |   | 749,064 |  |  |   | 10,000 | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Common stock issued upon the
    exercise of stock options                                     |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Stock option compensation                                                                      |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of options to acquire
    common and preferred stock                                  |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in
    exchange for purchased technology                              |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in
    exchange for marketable equity securities                      |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Cumulative foreign currency
    translation adjustment                                         |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Comprehensive income                                                                           |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |        | 
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |       
|                                                                               | Balance at December 31, 1998                                                                   |  |   | 636,464                     |   |          | $ | 1,911  |   |        |   | 749,064 |  |  | $ | 10,000 | 
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |       
|                                                                               | Net loss                                                                                       |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in net unrealized gains on
    investment securities available for sale |                                                                                                |  |  |                             |   |          |  |        |   |        |  |         |  |  |  |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in cumulative foreign currency
    translation adjustment               |                                                                                                |  |  |                             |   |          |  |        |   |        |  |         |  |  |  |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Conversion of preferred stock to common stock                                                  |  |   | (207,514                    | ) |          |   | (849   | ) |        |   |        |  |  |   |      
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of preferred stock, net of expenses                                                   |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Sale of common stock, net of expenses                                                          |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Payment on receivable from the sale of stock                                                   |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Interest earned on receivable from the sale
    of stock                                       |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Common stock issued upon the
            exercise of stock options                             |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Stock option compensation                                                                      |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Warrant issued in connection with
            marketing agreement                              |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in connection
            with acquisitions                           |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Comprehensive income                                                                           |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |       
|                                                                               | Balance at December 31, 1999                                                                   |  |   | 428,950                     |   |          | $ | 1,062  |   |        |   | 749,064 |  |  | $ | 10,000 | 
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |       
|                                                                               | Net loss                                                                                       |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in net unrealized gains on
    investment securities available for sale |                                                                                                |  |  |                             |   |          |  |        |   |        |  |         |  |  |  |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in cumulative foreign currency
    translation adjustment               |                                                                                                |  |  |                             |   |          |  |        |   |        |  |         |  |  |  |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Realized gains on sale of investment securities                                |                                                                                                |  |  |                             |   |          |  |        |   |        |  |         |  |  |  |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Conversion of preferred stock to common stock                                                  |  |   | (428,950                    | ) |          |   | (1,062 | ) |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of preferred stock, net of expenses                                                   |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Payment on receivable from the sale of stock                                                   |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Interest earned on receivable from the sale
    of stock                                       |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Common stock issued upon the exercise of
            stock options and employee stock purchase |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Stock option compensation                                                                      |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Warrant issued in connection with
            marketing agreement                              |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in connection
            with acquisitions                           |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Comprehensive income                                                                           |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |       | 
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |       
|                                                                               | Balance at December 31, 2000                                                                   |  |   |                            |   |          | $ |       |   |        |   | 749,064 |  |  | $ | 10,000 | 
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |       

[Additional columns below]

[Continued from above table, first column(s) repeated]





|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |         |  | 
|------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------- |  | - | --------------------------- | - | -------- | - | ------ | - | ------ | - | ------- |  |  | - | ------- |  | 
|                                                                               |                                                                                                |  |   | Convertible preferred stock
|                                                                               |                                                                                                |  |   |                            
|                                                                               |                                                                                                |  |   | Series C                    |   | Series D
|                                                                               |                                                                                                |  |   |                             |   |         
|                                                                               |                                                                                                |  |   | Shares                      |   | Amount   |   | Shares |   | Amount
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |       
|                                                                               | Balance at December 31, 1997                                                                   |  |   |                            |   |          | $ |       |   |        |   |        |  |  | $ |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Net loss                                                                                       |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in net unrealized gains on
    investment securities available for sale |                                                                                                |  |  |                             |   |          |  |        |   |        |  |         |  |  |  |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Conversion of preferred stock to common stock                                                  |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Sale of common stock, net of expenses                                                          |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of preferred stock, net of expenses                                                   |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Common stock issued upon the
    exercise of stock options                                     |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Stock option compensation                                                                      |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of options to acquire
    common and preferred stock                                  |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in
    exchange for purchased technology                              |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in
    exchange for marketable equity securities                      |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Cumulative foreign currency
    translation adjustment                                         |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Comprehensive income                                                                           |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |        
|                                                                               | Balance at December 31, 1998                                                                   |  |   |                            |   |          | $ |       |   |        |   |        |  |  | $ |        | 
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |        
|                                                                               | Net loss                                                                                       |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in net unrealized gains on
    investment securities available for sale |                                                                                                |  |  |                             |   |          |  |        |   |        |  |         |  |  |  |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in cumulative foreign currency
    translation adjustment               |                                                                                                |  |  |                             |   |          |  |        |   |        |  |         |  |  |  |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Conversion of preferred stock to common stock                                                  |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of preferred stock, net of expenses                                                   |  |   | 215,000                     |   |          |   | 12,027 |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Sale of common stock, net of expenses                                                          |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Payment on receivable from the sale of stock                                                   |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Interest earned on receivable from the sale
    of stock                                       |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Common stock issued upon the
            exercise of stock options                             |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Stock option compensation                                                                      |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Warrant issued in connection with
            marketing agreement                              |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in connection
            with acquisitions                           |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Comprehensive income                                                                           |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |         | 
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |        
|                                                                               | Balance at December 31, 1999                                                                   |  |   | 215,000                     |   |          | $ | 12,027 |   |        |   |        |  |  | $ |        | 
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |        
|                                                                               | Net loss                                                                                       |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in net unrealized gains on
    investment securities available for sale |                                                                                                |  |  |                             |   |          |  |        |   |        |  |         |  |  |  |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in cumulative foreign currency
    translation adjustment               |                                                                                                |  |  |                             |   |          |  |        |   |        |  |         |  |  |  |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Realized gains on sale of investment securities                                |                                                                                                |  |  |                             |   |          |  |        |   |        |  |         |  |  |  |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Conversion of preferred stock to common stock                                                  |  |   | (21,500                     | ) |          |   | (1,203 | ) |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of preferred stock, net of expenses                                                   |  |   |                            |   |          |   |       |   |        |   | 244,000 |  |  |   | 231,957 | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Payment on receivable from the sale of stock                                                   |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Interest earned on receivable from the sale
    of stock                                       |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Common stock issued upon the exercise of
            stock options and employee stock purchase |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Stock option compensation                                                                      |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Warrant issued in connection with
            marketing agreement                              |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in connection
            with acquisitions                           |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Comprehensive income                                                                           |  |   |                            |   |          |   |       |   |        |   |        |  |  |   |        | 
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |        
|                                                                               | Balance at December 31, 2000                                                                   |  |   | 193,500                     |   |          | $ | 10,824 |   |        |   | 244,000 |  |  | $ | 231,957 | 
|                                                                               |                                                                                                |  |   |                             |   |          |   |        |   |        |   |         |  |  |   |        

[Additional columns below]

[Continued from above table, first column(s) repeated]



---



















|                                                                               |                                                                                                   |  |   |              |  |            |   |               |  |          |   |           |  |  |   |         |   | 
|------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------- |  | - | ------------ |  | ---------- | - | ------------- |  | -------- | - | --------- |  |  | - | ------- | - | 
|                                                                               |                                                                                                   |  |   | Common stock |  | Additional |   | Receivable   
|                                                                               |                                                                                                   |  |   |              |  | paid-in    |   | from the sale
|                                                                               |                                                                                                   |  |   | Shares       |  | Amount     |   | capital       |  | of stock
|                                                                               |                                                                                                   |  |   |              |  |            |   |               |  |         
|                                                                               | Balance at December 31, 1997                                                                      |  |   | 20,974,490   |  |            | $ | 210           |  |          | $ | 74,382    |  |  | $ |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Net loss                                                                                          |  |   |             |  |            |   |              |  |          |   |          |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in net unrealized gains on
    investment securities available for sale |                                                                                                   |  |  |              |  |            |  |               |  |          |  |           |  |  |  |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Conversion of preferred stock to common stock                                                     |  |   | 1,229,240    |  |            |   | 12            |  |          |   | 756       |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Sale of common stock, net of expenses                                                             |  |   | 185,186      |  |            |   | 2             |  |          |   | 968       |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of preferred stock, net of expenses                                                      |  |   |             |  |            |   |              |  |          |   |          |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Common stock issued upon the
    exercise of stock options                                        |  |   | 1,515,464    |  |            |   | 15            |  |          |   | 4,824     |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Stock option compensation                                                                         |  |   |             |  |            |   |              |  |          |   | 787       |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of options to acquire
    common and preferred stock                                     |  |   |             |  |            |   |              |  |          |   | 1,300     |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in
    exchange for purchased technology                                 |  |   | 363,220      |  |            |   | 4             |  |          |   | 1,996     |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in
    exchange for marketable equity securities                         |  |   | 259,404      |  |            |   | 2             |  |          |   | 1,798     |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Cumulative foreign currency
    translation adjustment                                            |  |   |             |  |            |   |              |  |          |   |          |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               |                                                                                                   |  |   |              |  |            |   |               |  |          |   |           |  |  |   |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Comprehensive income                                                                              |  |   |              |  |            |   |               |  |          |   |           |  |  |   |         |  
|                                                                               |                                                                                                   |  |   |              |  |            |   |               |  |          |   |           |  |  |   |        
|                                                                               | Balance at December 31, 1998                                                                      |  |   | 24,527,004   |  |            | $ | 245           |  |          | $ | 86,811    |  |  | $ |        |  
|                                                                               |                                                                                                   |  |   |              |  |            |   |               |  |          |   |           |  |  |   |        
|                                                                               | Net loss                                                                                          |  |   |             |  |            |   |              |  |          |   |          |  |  |   |        |   | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in net unrealized gains on
    investment securities available for sale |                                                                                                   |  |  |              |  |            |  |               |  |          |  |           |  |  |  |         |   | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in cumulative foreign currency
    translation adjustment               |                                                                                                   |  |  |              |  |            |  |               |  |          |  |           |  |  |  |         |   | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Conversion of preferred stock to common stock                                                     |  |   | 415,028      |  |            |   | 4             |  |          |   | 845       |  |  |   |        |   | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of preferred stock, net of expenses                                                      |  |   |             |  |            |   |              |  |          |   |          |  |  |   | (12,027 | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Sale of common stock, net of expenses                                                             |  |   | 1,225,617    |  |            |   | 12            |  |          |   | 63,945    |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Payment on receivable from the sale of stock                                                      |  |   |             |  |            |   |              |  |          |   |          |  |  |   | 962     |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Interest earned on receivable
from the sale of stock                                              |  |   |             |  |            |   |              |  |          |   | 750       |  |  |   | (670    | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Common stock issued upon the
            exercise of stock options                                |  |   | 2,854,774    |  |            |   | 29            |  |          |   | 11,873    |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Stock option compensation                                                                         |  |   |             |  |            |   |              |  |          |   | 1,118     |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Warrant issued in connection with
            marketing agreement                                 |  |   |             |  |            |   |              |  |          |   | 715       |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in connection
            with acquisitions                              |  |   | 19,808,820   |  |            |   | 198           |  |          |   | 960,550   |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               |                                                                                                   |  |   |              |  |            |   |               |  |          |   |           |  |  |   |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Comprehensive income                                                                              |  |   |              |  |            |   |               |  |          |   |           |  |  |   |         |  
|                                                                               |                                                                                                   |  |   |              |  |            |   |               |  |          |   |           |  |  |   |        
|                                                                               | Balance at December 31, 1999                                                                      |  |   | 48,831,243   |  |            | $ | 488           |  |          | $ | 1,126,607 |  |  | $ | (11,735 | )
|                                                                               |                                                                                                   |  |   |              |  |            |   |               |  |          |   |           |  |  |   |        
|                                                                               | Net loss                                                                                          |  |   |              |  |            |   |               |  |          |   |           |  |  |   |         |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in net unrealized gains on
    investment securities available for sale |                                                                                                   |  |  |              |  |            |  |               |  |          |  |           |  |  |  |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in cumulative foreign currency
    translation adjustment               |                                                                                                   |  |  |              |  |            |  |               |  |          |  |           |  |  |  |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Realized gains on sale of investment securities                                |                                                                                                   |  |  |              |  |            |  |               |  |          |  |           |  |  |  |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Conversion of preferred stock to common stock                                                     |  |   | 900,900      |  |            |   | 9             |  |          |   | 2,256     |  |  |   |        |   | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of preferred stock, net of expenses                                                      |  |   |             |  |            |   |              |  |          |   |          |  |  |   |        |   | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Payment on receivable from the sale of stock                                                      |  |   |             |  |            |   |              |  |          |   |          |  |  |   | 1,325   |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Interest earned on receivable
from the sale of stock                                              |  |   |             |  |            |   |              |  |          |   | 1,044     |  |  |   | (1,044  | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Common stock issued upon the
            exercise of stock options    and employee stock purchase |  |   | 3,567,747    |  |            |   | 36            |  |          |   | 17,414    |  |  |   |        |   | 
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Stock option compensation                                                                         |  |   |             |  |            |   |              |  |          |   | 5,015     |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Warrant issued in connection with
            marketing agreement                                 |  |   |             |  |            |   |              |  |          |   | 4,962     |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in connection
            with acquisitions                              |  |   | 4,665,880    |  |            |   | 47            |  |          |   | 452,798   |  |  |   |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               |                                                                                                   |  |   |              |  |            |   |               |  |          |   |           |  |  |   |        
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Comprehensive income                                                                              |  |   |              |  |            |   |               |  |          |   |           |  |  |   |         |  
|                                                                               |                                                                                                   |  |   |              |  |            |   |               |  |          |   |           |  |  |   |        
|                                                                               | Balance at December 31, 2000                                                                      |  |   | 57,965,770   |  |            | $ | 580           |  |          | $ | 1,610,096 |  |  | $ | (11,454 | )
|                                                                               |                                                                                                   |  |   |              |  |            |   |               |  |          |   |           |  |  |   |        

[Additional columns below]

[Continued from above table, first column(s) repeated]



























|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |               |         |            |   |  |         |            |   | 
|------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------- |  | - | ------------ | - | ------------- | ------- | ------------- | - | ------------- | ------- | ---------- | - |  | ------- | ---------- | - | 
|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |               |         |            |   |  |         |            |   | 
|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |               |         |            |   |  |         |            |   | 
|                                                                               |                                                                                                |  |   | Retained     |   | Accumulated  
|                                                                               |                                                                                                |  |   | earnings/    |   | other         |         | Total        
|                                                                               |                                                                                                |  |   | (accumulated |   | comprehensive |         | stockholders' |   | Comprehensive
|                                                                               |                                                                                                |  |   | deficit)     |   | income        |         | equity        |   | income       
|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |              
|                                                                               | Balance at December 31, 1997                                                                   |  | $ | (52,035      | ) |               | $       | (96           | ) |               | $       | 25,140     |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Net loss                                                                                       |  |   | (30,805      | ) |               |         |              |   |               |         | (30,805    | ) |  |         | (30,805    | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in net unrealized gains on
    investment securities available for sale |                                                                                                |  |  |              |   |               | 1,270   |               |   |               | 1,270   |            |   |  | 1,270   |           
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Conversion of preferred stock to common stock                                                  |  |   |             |   |               |         |              |   |               |         |           |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Sale of common stock, net of expenses                                                          |  |   |             |   |               |         |              |   |               |         | 970        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of preferred stock, net of expenses                                                   |  |   |             |   |               |         |              |   |               |         | 10,000     |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Common stock issued upon the
    exercise of stock options                                     |  |   |             |   |               |         |              |   |               |         | 4,839      |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Stock option compensation                                                                      |  |   |             |   |               |         |              |   |               |         | 787        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of options to acquire
    common and preferred stock                                  |  |   |             |   |               |         |              |   |               |         | 1,300      |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in
    exchange for purchased technology                              |  |   |             |   |               |         |              |   |               |         | 2,000      |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in
    exchange for marketable equity   securities                    |  |   |             |   |               |         |              |   |               |         | 1,800      |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Cumulative foreign currency
    translation adjustment                                         |  |   |             |   |               |         | (72           | ) |               |         | (72        | ) |  |         | (72        | )
|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |               |         |            |   |  |         |           
|                                                                               | Comprehensive income                                                                           |  |   |              |   |               |         |               |   |               |         |            |   |  | $       | (29,607    | )
|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |               |         |            |   |  |         |           
|                                                                               | Balance at December 31, 1998                                                                   |  | $ | (82,840      | ) |               | $       | 1,102         |   |               | $       | 17,229     |  
|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |               |         |           
|                                                                               | Net loss                                                                                       |  |   | (125,087     | ) |               |         |              |   |               |         | (125,087   | ) |  |         | (125,087   | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in net unrealized gains on
    investment securities available for sale |                                                                                                |  |  |              |   |               | 58,818  |               |   |               | 58,818  |            |   |  | 58,818  |           
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in cumulative foreign currency
    translation adjustment               |                                                                                                |  |  |              |   |               | 365     |               |   |               | 365     |            |   |  | 365     |           
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Conversion of preferred stock to common stock                                                  |  |   |             |   |               |         |              |   |               |         |           |   |  |         |           |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of preferred stock, net of expenses                                                   |  |   |             |   |               |         |              |   |               |         |           |   |  |         |           |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Sale of common stock, net of expenses                                                          |  |   |             |   |               |         |              |   |               |         | 63,957     |   |  |         |           |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Payment on receivable from the sale of stock                                                   |  |   |             |   |               |         |              |   |               |         | 962        |   |  |         |          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Interest earned on receivable
from the sale of stock                                           |  |   |             |   |               |         |              |   |               |         | 80         |   |  |         |          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Common stock issued upon the
            exercise of stock options                             |  |   |             |   |               |         |              |   |               |         | 11,902     |   |  |         |          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Stock option compensation                                                                      |  |   |             |   |               |         |              |   |               |         | 1,118      |   |  |         |          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Warrant issued in connection with
            marketing agreement                              |  |   |             |   |               |         |              |   |               |         | 715        |   |  |         |          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in connection
            with acquisitions                           |  |   |             |   |               |         |              |   |               |         | 960,748    |   |  |         |          
|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |               |         |            |   |  |         |           
|                                                                               | Comprehensive income                                                                           |  |   |             |   |               |         |              |   |               |         |           |   |  | $       | (65,904    | )
|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |               |         |            |   |  |         |           
|                                                                               | Balance at December 31, 1999                                                                   |  | $ | (207,927     | ) |               | $       | 60,285        |   |               | $       | 990,807    |   |  |         |          
|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |               |         |           
|                                                                               | Net loss                                                                                       |  |   | (1,177,678   | ) |               |         |              |   |               |         | (1,177,678 | ) |  |         | (1,177,678 | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in net unrealized gains on
    investment securities available for sale |                                                                                                |  |  |              |   |               | (19,120 | )             |   |               | (19,120 | )          |   |  | (19,120 | )         
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Change in cumulative foreign currency
    translation adjustment               |                                                                                                |  |  |              |   |               | 364     |               |   |               | 364     |            |   |  | 364     |           
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Realized gains on sale of investment securities                                |                                                                                                |  |  |              |   |               | (40,182 | )             |   |               | (40,182 | )          |   |  |       
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Conversion of preferred stock to common stock                                                  |  |   |             |   |               |         |              |   |               |         |           |   |  |         |          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of preferred stock, net of expenses                                                   |  |   |             |   |               |         |              |   |               |         | 231,957    |   |  |         |          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Payment on receivable from the sale of stock                                                   |  |   |             |   |               |         |              |   |               |         | 1,325      |   |  |         |          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Interest earned on receivable from the sale
of stock                                           |  |   |              |   |               |         |               |   |               |         |           |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Common stock issued upon the exercise of
            stock options and employee stock purchase |  |   |             |   |               |         |              |   |               |         | 17,450     |   |  |         |          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Stock option compensation                                                                      |  |   |             |   |               |         |              |   |               |         | 5,015      |   |  |         |          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Warrant issued in connection with
            marketing agreement                              |  |   |             |   |               |         |              |   |               |         | 4,962      |   |  |         |          
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|                                                                               | Issuance of common stock in connection
            with acquisitions                           |  |   |             |   |               |         |              |   |               |         | 452,845    |   |  |         |          
|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |               |         |            |   |  |         |           
|                                                                               | Comprehensive income                                                                           |  |   |             |   |               |         |              |   |               |         |           |   |  | $       | (1,196,434 | )
|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |               |         |            |   |  |         |           
|                                                                               | Balance at December 31, 2000                                                                   |  | $ | (1,385,605   | ) |               | $       | 1,347         |   |               | $       | 467,745    |  
|                                                                               |                                                                                                |  |   |              |   |               |         |               |   |               |         |           

See accompanying notes to consolidated financial statements.

2



---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report
to be signed on its behalf by the undersigned hereunto duly authorized.



| |                                            
| | -------------------------------------------
|
| | S1 CORPORATION                             
| | (Registrant)                               
|
| | /s/ Robert F. Stockwell
Robert F. Stockwell
| | Chief Financial Officer                    

Date: April 3, 2001