EXHIBIT 99.2
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or
beneficial, of S1 Corporation, a Delaware corporation (the "Company");
WHEREAS, Starboard Value and Opportunity Master Fund Ltd., a Cayman
Islands exempted company, Parche, LLC, a Delaware limited liability company, RCG
Xxxxxxx Master Fund, Ltd., a Cayman Islands exempted company, RCG Halifax Fund,
Ltd., a Cayman Islands exempted company, Ramius Master Fund, Ltd., a Cayman
Islands exempted company, Admiral Advisors, LLC, a Delaware limited liability
company, Ramius Advisors, LLC, a Delaware limited liability company, Ramius
Capital Group, L.L.C., a Delaware limited liability company ("Ramius Capital"),
C4S & Co., L.L.C., a Delaware limited liability company, Xxxxx X. Xxxxx, Xxxxxx
X. Xxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxxxx Companies Equity
Partners, L.P., a Delaware limited partnership, Barington Companies Investors,
LLC, a Delaware limited liability company, Barington Companies Offshore Fund,
Ltd. (BVI), a limited company organized under the laws of the British Virgin
Islands, Barington Investments, L.P., a Delaware limited partnership, Barington
Companies Advisors, LLC, a Delaware limited liability company, Barington Capital
Group, L.P., a New York limited partnership ("Barington Capital"), LNA Capital
Corp., a Delaware corporation, Arcadia Partners, L.P., a Delaware limited
partnership, Arcadia Capital Management, LLC, a Delaware limited liability
company, Xxxxx Xxxxxxxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxx,
Xxxxxx Xxxxxx and Xxxxxxx X. Xxx wish to form a group for the purpose of seeking
representation on the Board of Directors of the Company at the 2006 annual
meeting of stockholders of the Company, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "2006 Annual Meeting") and for the purpose of taking
all other action necessary to achieve the foregoing.
NOW, IT IS AGREED, this 19th day of April 2006 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), each of the undersigned
(collectively, the "Group") agrees to the joint filing on behalf of each of them
of statements on Schedule 13D with respect to the securities of the Company to
the extent required under applicable securities laws. Each of the undersigned
agrees to the joint filing of any necessary amendments to the Schedule 13D. Each
member of the Group shall be responsible for the accuracy and completeness of
his/its own disclosure therein, and is not responsible for the accuracy and
completeness of the information concerning the other members.
2. So long as this Agreement is in effect, none of Messrs. Xxxxxxx, Xxxx
or Terino shall be permitted to, directly or indirectly, purchase, offer, sell,
dispose of, acquire, transfer or hypothecate any securities of the Company
without the prior written consent of each of Ramius Capital and Barington
Capital.
3. So long as this Agreement is in effect, each of Messrs. Xxxxxxx, Xxxx
or Xxxxxx shall provide written notice to Ramius Capital and Barington of (a)
any of their purchases or sales of securities of the Company and (b) any
securities of the Company over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each such
transaction.
4. Each of the undersigned agrees to form the Group for the purpose of
soliciting proxies or written consents for the election of the persons nominated
by the Group to the Board of Directors of the Company at the 2006 Annual Meeting
and for the purpose of taking all other actions incidental to the foregoing.
5. Ramius Capital and Barington Capital shall have the right to
pre-approve all expenses incurred in connection with the Group's activities and
agree to pay directly all such pre-approved expenses on a pro rata basis between
Ramius Capital and Barington Capital based on the number of Shares in the
aggregate beneficially owned by each of Ramius Capital and Barington Capital on
the date hereof.
6. Each of the undersigned agrees that any SEC filing, press release or
stockholder communication proposed to be made or issued by the Group or any
member of the Group in connection with the Group's activities set forth in
Section 4 shall be first approved by Ramius Capital and Barington Capital, or
their respective representatives, which approval shall not be unreasonably
withheld.
7. The relationship of the parties hereto shall be limited to carrying on
the business of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing herein shall
be construed to authorize any party to act as an agent for any other party, or
to create a joint venture or partnership, or to constitute an indemnification.
8. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute but one
and the same instrument, which may be sufficiently evidenced by one counterpart.
9. In the event of any dispute arising out of the provisions of this
Agreement or their investment in the Company, the parties hereto consent and
submit to the exclusive jurisdiction of the Federal and State Courts in the
State of New York.
10. Any party hereto may terminate his/its obligations under this
Agreement on 24 hours' written notice to all other parties, with a copy by fax
to Xxxxxx Xxxxxxx at Xxxxxx, Fax No. (000) 000-0000.
11. Each party acknowledges that Xxxxxx shall act as counsel for both the
Group and Ramius Capital and its affiliates relating to their investment in the
Company.
12. Each of the undersigned parties hereby agrees that this Agreement
shall be filed as an exhibit to the Schedule 13D pursuant to Rule
13d-1(k)(1)(iii) under the Exchange Act.
2
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
STARBOARD VALUE AND RAMIUS MASTER FUND, LTD
OPPORTUNITY MASTER FUND LTD. By: Ramius Advisors, LLC
its Investment Advisor
PARCHE, LLC By: Ramius Capital Group, L.L.C.
By: Admiral Advisors, LLC, its Managing Member
its managing member
ADMIRAL ADVISORS, LLC
RCG XXXXXXX MASTER FUND, LTD. By: Ramius Capital Group, L.L.C.,
By: Ramius Capital Group, L.L.C., its managing member
its Investment Advisor
By: C4S & Co., L.L.C., RAMIUS ADVISORS, LLC
its Managing Member By: Ramius Capital Group, L.L.C.,
its managing member
RCG HALIFAX FUND, LTD.
By: Ramius Capital Group, L.L.C., RAMIUS CAPITAL GROUP, L.L.C.
its Investment Advisor By: C4S & Co., L.L.C.,
By: C4S & Co., L.L.C., as Managing Member
its Managing Member
C4S & CO., L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
/s/ XXXXXXX X. XXXXXXX
----------------------
XXXXXXX X. XXXXXXX
Individually and as attorney-in-fact for
Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx and
Xxxxxx X. Xxxxxxx
XXXXXXXXX COMPANIES EQUITY PARTNERS, L.P.
By: Barington Companies Investors, LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Member
BARINGTON COMPANIES INVESTORS, LLC
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Member
/s/ Xxxxx X. Xxxxxxxxxxx
---------------------------------
Xxxxx X. Xxxxxxxxxxx
BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI)
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
BARINGTON INVESTMENTS, L.P.
By: Barington Companies Advisors, LLC,
its general partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Authorized Signatory
BARINGTON COMPANIES ADVISORS, LLC
By: Barington Capital Group, L.P.,
its managing member
By: LNA Capital Corp., its general
partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President and Chief Executive Officer
BARINGTON CAPITAL GROUP, L.P.
By: LNA Capital Corp., its general
partner
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President and Chief Executive Officer
LNA CAPITAL CORP.
By: /s/ Xxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President and Chief Executive Officer
ARCADIA PARTNERS, L.P.
By: Arcadia Capital Management, LLC, its general
partner
By: /s/ Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Sole Member
ARCADIA CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Sole Member
/s/ Xxxxxxx Xxxx
---------------------------------
Xxxxxxx Xxxx
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxx
---------------------------------
Xxxxxxx X. Xxx
/s/ Xxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxx
/s/ Xxxx Xxxxx
---------------------------------
Xxxx Xxxxx
