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Text from S-4 (below) confirms State Farm agreement for equity investment in SFNB.
Quoting from S-4A filed 7/30/98, as found at freeedgar.com
"RECENT DEVELOPMENTS
On June 30, 1998, SFNB, the Holding Company and State Farm Mutual Automobile Insurance Company ("State Farm") entered into a Stock Purchase Agreement and other technology and license agreements. Pursuant to the Stock Purchase Agreement, State Farm agreed to purchase from the Holding Company $10.0 million of Holding Company non-voting zero coupon Preferred Stock, at a per share price based upon the average closing asking price per share of SFNB Common Stock (or Holding Company Common Stock, if applicable) for each of the 10 trading days preceding the business day before the closing date (occurring immediately after the Reorganization). Such non-voting preferred stock is
convertible after two years into shares of Holding Company Common Stock at a 40% premium to the per share price paid for the Preferred Stock. For example, if the Holding Company Preferred Stock were purchased at a per share price of $__ (the average closing asking price per share of SFNB Common Stock for each of the 10 trading days preceding August _, 1998), State Farm would purchase a total of
______ shares of such Preferred Stock, and those shares would be convertible into ______ shares of Holding Company Common Stock. The Preferred Stock will be redeemable by the Holding Company for up to two years following the purchase by State Farm. The redemption price will be equal to the per share purchase price paid by State Farm, adjusted to provide a return to the holder equivalent to the
two-year U.S. Treasury Bill rate at the time of the Preferred Stock purchase. Pursuant to the technology and license agreements, State Farm will offer to its customers through a newly chartered banking organization S1's VFM suite of on-line financial software products through the S1 Data Center, and S1 will
provide to State Farm implementation, integration, training and consulting services related to the software's operation."
ENDQUOTE
The same filing contained useful detail on the deal with Broadvision:
QUOTING, ibid:
"On June 30, 1998, SFNB also entered into a relationship with BroadVision, Inc., of Redwood City, California under a Stock Purchase Agreement and other technology and licensing agreements. Pursuant to the Stock Purchase Agreement, BroadVision purchased on July 15, 1998, 181,610 shares of SFNB Common Stock by granting to SFNB the license agreement valued by the parties at $2.0 million (the per share price being determined by the average closing price of SFNB Common Stock during the 10 trading days ended June 29, 1998). The BroadVision license agreement grants SFNB (and by assignment, the Holding Company) the right to use and resell BroadVision's "One-on-One" marketing suite of software products which provide intelligent cross-selling, relationship management and content management capabilities. Under the Stock Purchase Agreement, the Holding Company and BroadVision also will exchange $3.0 million of each company's common stock after the reorganization. For the Holding Company Common Stock, the per share purchase price will be $__, and for the BroadVision common stock, the per share purchase price will be $__. The per share price of each company's respective stock was determined based upon the average of the closing price of such stock for the ten business days preceding July 31, 1998. Pursuant to the agreement between BroadVision and SFNB (and by assignment, the Holding Company), the companies will participate in joint development and integration efforts relating to each of their respective proprietary software products to be marketed to financial institutions, brokerage firms, insurance companies and other financial service providers."
I found no reference to "State Farm" in the S-4 originally filed on June 5, 1998 as at freeedgar.com.
Let's think about what State Farm, with its dedicated force of insurance sales agent, could do with such a stake in SFNB and a license to implement VFM through State Farm's "newly chartered banking organization".
Doug (long SFNB) |
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