814279105 Page 16 of 22 Pages
EXHIBIT 4
to SCHEDULE 13D
S1
STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT, dated as of September 21, 1999, is entered
into by and among each of the stockholders of FICS Group N.V., a Belgian
corporation (naamloze vennootschap ("N.V.")) ("FICS"), listed on the signature
page of this Stockholder Agreement (collectively, the "FICS Stockholders"), and
the stockholders of Security First Technologies Corporation, a Delaware
corporation ("S1"), named on Schedule I hereto (collectively, the
"Stockholders") who are directors, executive officers or other affiliates of S1
(for purposes of Rule 145 under the Securities Act of 1933, as amended).
WHEREAS, S1, the FICS Stockholders, S1 Europe Holdings N.V., a Belgian
corporation ("S1 Holdings"), and FICS have entered into that certain Share
Purchase Agreement II, dated as of September 21, 1999 (the "Agreement"), which
is conditioned upon, and requires, the execution of this Stockholder Agreement
and which provides for, among other things, the acquisition of all or
substantially all of the capital stock of FICS by S1 Holdings (the
"Transaction"); and
WHEREAS, in order to induce the FICS Stockholders to enter into or
proceed with the Agreement, the Stockholders represent and warrant that the
facts provided herein are accurate as to each of the Stockholders set froth
herein, and each of the Stockholders agrees to, among other things, vote in
favor of the Agreement, the Transaction and the other transactions contemplated
by the Agreement in his/her capacity as a stockholder of S1.
NOW, THEREFORE in consideration of the premises, the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Ownership of S1 Common Stock. Each Stockholder represents and
warrants that the number of shares of S1 common stock, par value $.01 per share
("S1 Common Stock"), set forth opposite such Stockholder's name on Schedule I
hereto is the total number of shares of S1 Common Stock over which such person
has "beneficial ownership" within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, except that the provisions of Rule
13d-3(d)(1)(i) shall be considered without any limit as to time.
2. Agreements of the Stockholders. Each Stockholder covenants and
agrees that:
(a) Such Stockholder shall, at any meeting of the holders of S1 Common
Stock called for the purpose, vote or cause to be voted all shares of S1 Common
Stock with respect to which such Stockholder has the right to vote (whether
owned as of the date hereof or hereafter
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acquired) in favor of the Agreement, the Transaction and the other transactions
contemplated by the Agreement.
(b) Prior to the Closing Date, except as otherwise expressly permitted
hereby, such Stockholder shall not, sell, pledge, transfer or otherwise dispose
of his/her shares of S1 Common Stock; provided, however, that this Section 2(b)
shall not apply to a pledge existing as of the date hereof.
3. Successors and Assigns. A Stockholder may sell, pledge, transfer or
otherwise dispose of his/her shares of S1 Common Stock, provided that such
Stockholder obtains the prior written consent of a number of FICS Stockholders
that together own a majority of the capital stock of FICS and that any acquirer
of such S1 Common Stock agrees in writing to be bound by this Stockholder
Agreement.
4. Specific Performance; Termination. The parties agree and intend that
this Stockholder Agreement be a valid and binding agreement enforceable against
the parties hereto and that damages and other remedies at law for the breach of
this Stockholder Agreement are inadequate. Each of the Stockholders agrees that
irreparable damage to the FICS Stockholders would occur in the event that the
provisions of this Stockholder Agreement were not performed in accordance with
its specific terms or were otherwise breached by any of the Stockholders. It is
accordingly agreed that the FICS Stockholders shall be entitled to an injunction
ro injunctions to prevent breaches of this Stockholder Agreement by any of the
Stockholders and to enforce specifically the terms and provisions hereof in any
court of the United States or any state having jurisdiction, this being in
addition to any other remedy to which S1 is entitled at law or in equity. This
Stockholder Agreement may be terminated at any time prior to the consummation of
the Transaction by the mutual written consent of the parties hereto and shall be
automatically terminated in the event that the Agreement is terminated in
accordance with its terms.
5. Notices. Notices may be provided to the FICS Stockholders and the
Stockholders in the manner specified in the Agreement, with all notices to the
Stockholders being provided to them at the addresses set forth at Schedule I.
6. Governing Law. This Stockholder Agreement shall be governed by the
laws of the State of Delaware, without giving effect to the principles of
conflicts of laws thereof.
7. Counterparts. This Stockholder Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same and each of
which shall be deemed an original.
8. Headings. The section headings contained herein are for reference
purpose only and shall not affect in any way the meaning or interpretation of
this Stockholder Agreement.
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9. Definitions. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Agreement.
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IN WITNESS WHEREOF, each of the FICS Stockholders and the Stockholders
have caused this Stockholder Agreement to be executed and delivered as of the
day and year first above written.
FICS STOCKHOLDERS
/s/ Michel Akkermans
--------------------
MICHEL AKKERMANS
PAMICA N.V.
By: /s/ Michel Akkermans
------------------------
Name:
Title:
GENERAL ATLANTIC PARTNERS 20, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC, its General Partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: A Managing Member
GENERAL ATLANTIC PARTNERS 52, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC, its General Partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: A Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: A General Partner
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GIMV N.V.
By: /s/ Xxxx Xxxxx /s/ Xxxxxx Xxxxx
----------------------------------------
Name: Xxxx Xxxxx Xxxxxx Xxxxx
Title: CEO-President Chairman
/s/ Guy Moons
-------------
GUY MOONS
/s/ Xxxxxx Xxx Xxxxxx
---------------------
XXXXXX XXX XXXXXX
/s/ Xxxxxx Quaeyhaegens
-----------------------
XXXXXX QUAEYHAEGENS
/s/ Xxxxxxx Xxxxxxxx
--------------------
XXXXXXX XXXXXXXX
/s/ Goort Gelten
----------------
GOORT GELTEN
/s/ Loek Van Den Xxxx
---------------------
LOEK VAN DEN XXXX
/s/ Xxxxxxxx Xxxxx
------------------
XXXXXXXX XXXXX
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UNICO PORTFOLIO LTD.
By: /s/ Xxxxxxx Tejeria A.
--------------------------
Name: XXXXXXX XXXXXXX A.
Title: President
By: /s/ Shona Xxxxxx Xxxxx
--------------------------
Name: SHONA XXXXXX XXXXX
Title: Secretary
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THE STOCKHOLDERS:
/s/ Xxxxx X. Xxxxx III
----------------------
Xxxxx X. Xxxxx III
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx, D.V.M.
-----------------------------
Xxxxxx X. Xxxxxxx, D.V.M.
/s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. XxXxxx
--------------------
Xxxxxx X. XxXxxx
/s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------
Xxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
