<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1996
REGISTRATION NO. 333-11081
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTELIDATA TECHNOLOGIES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7373, 3661 54-1820617
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
OF INCORPORATION OR
ORGANIZATION)
13100 WORLDGATE DRIVE
SUITE 600
HERNDON, VIRGINIA 20170
(703) 834-8500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ALBERT N. WERGLEY, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
13100 WORLDGATE DRIVE
SUITE 600
HERNDON, VIRGINIA 20170
(703) 834-8500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
THE COMMISSION IS REQUESTED TO SEND COPIES OF
ALL COMMUNICATIONS TO:
DAVID M. CARTER THOMAS L. FAIRFIELD
HUNTON & WILLIAMS LEBOEUF, LAMB, GREENE & MACRAE,
RIVERFRONT PLAZA, EAST TOWER L.L.P.
951 EAST BYRD STREET GOODWIN SQUARE
RICHMOND, VIRGINIA 23219 225 ASYLUM STREET
HARTFORD, CONNECTICUT 06103
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 3 is being filed solely to amend the Registration
Statement filed with the Securities and Exchange Commission on August 29, 1996,
as amended on September 4, 1996, and October 8, 1996, to include a notice to the
stockholders of Colonial Data Technologies Corporation of a special meeting of
stockholders, which was inadvertantly omitted and to replace a draft exhibit
with the final version.
<PAGE>
COLONIAL DATA TECHNOLOGIES CORP.
80 PICKETT DISTRICT ROAD
NEW MILFORD, CONNECTICUT 06776
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NOTICE TO STOCKHOLDERS OF SPECIAL MEETING
TO BE HELD NOVEMBER 7, 1996
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To the Stockholders of Colonial Data Technologies Corp.:
Notice is Hereby Given that Special Meeting of the Stockholders (the
"Colonial Data Meeting") of Colonial Data Technologies Corp. ("Colonial Data")
will be held at 13100 Worldgate Drive, Suite 600, Herndon, Virginia, on
November 7, 1996, at 9:00 a.m., local time for the following purposes:
(1) To consider and to vote upon an Agreement and Plan of Merger, dated as
of August 5, 1996 (the "Merger Agreement"), by and between Colonial
Data and US Order, Inc., a Delaware corporation ("US Order"), pursuant
to which Colonial Data and US Order will be merged with and into
InteliData Technologies Corporation, a Delaware corporation
("InteliData"). The Merger Agreement provides that each outstanding
share of common stock of Colonial Data will be converted into the right
to receive one share of common stock of InteliData and each outstanding
share of common stock of US Order will be converted into the right to
receive one share of common stock of InteliData. The respective mergers
of US Order and Colonial Data with and into InteliData will become
effective simultaneously with InteliData being the surviving
corporation. A copy of the Merger Agreement is attached to the
accompanying Joint Proxy Statement/Prospectus as Appendix I.
(2) To transact such other business as may be properly brought before the
Colonial Data Meeting or at any and all adjournments or postponements
thereof.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS APPROVAL OF THE MERGER
AGREEMENT FOR THE REASONS SET FORTH IN THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS.
PLEASE READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY.
Only stockholders of record at the close of business on October 4, 1996, are
entitled to notice of, and to vote at, the Colonial Data Meeting. Whether or
not you plan to attend the Colonial Data Meeting in person, you are requested
to sign, date and return the enclosed proxy card in the enclosed prepaid
envelope as soon as possible. PLEASE DO NOT SEND STOCK CERTIFICATES WITH THE
ENCLOSED PROXY CARD. Stockholders attending the Colonial Data Meeting may vote
in person even if they have returned a proxy card.
By Order of the Board of Directors,
John N. Giamalis
Secretary
New Milford, Connecticut
October 9, 1996
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD IMMEDIATELY.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HERNDON, COMMONWEALTH OF
VIRGINIA, ON THE 9TH DAY OF OCTOBER, 1996.
InteliData Technologies Corporation
(Registrant)
/s/ Albert N. Wergley
By: _________________________________
Albert N. Wergley
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSON IN THE CAPACITIES INDICATED
ON OCTOBER 9, 1996.
SIGNATURE TITLE
/s/ Albert N. Wergley President, Treasurer and Sole Director
- ------------------------------------- (Principal Executive Officer and
ALBERT N. WERGLEY Principal Financial and Accounting
Officer)
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
8.1 Tax Opinion of Hunton & Williams.
</TABLE>
<PAGE>
Exhibit 8.1
[LETTERHEAD OF HUNTON & WILLIAMS APPEARS HERE]
October 8, 1996
US Order, Inc.
InteliData Technologies Corporation
13100 Worldgate Drive
Suite 600
Herndon, Virginia 20170
Merger of US Order, Inc.
Into InteliData Technologies Corporation
Certain Federal Income Tax Consequences
---------------------------------------
Ladies and Gentlemen:
We have acted as counsel to US Order, Inc., a Delaware corporation ("US
Order"), in connection with a proposed transaction (the "Reorganization") in
which (a) US Order and Colonial Data Technologies Corp., a Delaware corporation
("Colonial Data"), each will merge into InteliData Technologies Corporation
("InteliData"), a recently-formed Delaware corporation owned equally by US Order
and Colonial Data, and (b) the shareholders of US Order and the shareholders of
Colonial Data will become the shareholders of InteliData.
In the merger of US Order into InteliData (the "US Order Merger"), each
outstanding share of US Order common stock is to be converted into one share of
InteliData common stock. US Order common stock is the only class of US Order
stock outstanding. Simultaneously with the US Order Merger, Colonial Data will
be merged into InteliData (the "Colonial Data Merger"). In the Colonial Data
Merger, shareholders of Colonial Data will receive one share of InteliData
common stock in exchange for each share of Colonial Data common stock. Neither
US Order shareholders nor Colonial Data shareholders are entitled to dissenter's
rights with respect to either the US Order Merger or the Colonial Data Merger.
In both the US Order Merger and the Colonial Data Merger, each outstanding
warrant or option, whether vested or unvested, to purchase US Order common stock
or Colonial Data common stock, as applicable, shall become an option to acquire,
on the same terms and conditions as were applicable under such warrant or
option, the same number of shares of InteliData common
<PAGE>
US Order, Inc.
InteliData Technologies Corporation
October 8, 1996
Page 2
stock as the holder would have been entitled to receive had he exercised such
warrant or option prior to the US Order Merger or Colonial Data Merger.
You have requested our opinion concerning certain federal income tax
consequences relating to the US Order Merger. In giving this opinion, we have
reviewed the Agreement and Plan of Merger, dated as of August 5, 1996, by and
between US Order and Colonial Data; the Form S-4 Registration Statement under
the Securities Act of 1933 relating to the Reorganization (the "S-4"); and such
other documents as we have considered necessary. In addition, we have assumed
with your permission the following:
1. The fair market value of the InteliData common stock received by a US
Order shareholder in exchange for US Order common stock will be approximately
equal to the fair market value of the US Order common stock surrendered in the
exchange.
2. None of the compensation received by any shareholder-employee of US
Order will be separate consideration for, or allocable to, any shares of US
Order common stock; none of the shares of InteliData common stock received by
any shareholder-employee in the US Order Merger will be separate consideration
for, or allocable to, any employment agreement; and the compensation paid to any
shareholder-employee will be for services actually rendered and will be
commensurate with amounts paid to third parties bargaining at arm's length for
similar services.
3. No share of US Order common stock has been or will be redeemed in
anticipation of the US Order Merger, and US Order has not made and will not make
any extraordinary distribution with respect to its stock in anticipation of the
US Order Merger.
4. InteliData has no plan or intention to reacquire any of its stock
issued in the US Order Merger or to make any extraordinary distribution with
respect to such stock.
5. There is no plan or intention by US Order shareholders to sell,
exchange, or otherwise dispose of a number of shares of InteliData common stock
received in the US Order Merger that would reduce the US Order shareholders'
ownership of InteliData common stock to a number of shares having a fair market
value, as of the effective date of the US Order Merger, of less than 50 percent
of the fair market value of all the formerly outstanding US Order common stock
(excluding any shares of US Order common stock issued in anticipation of the US
Order Merger) as of the same date. Moreover, shares of US Order common stock
sold, redeemed, or otherwise disposed of before the US Order Merger are
considered in making the above determination.
<PAGE>
US Order, Inc.
InteliData Technologies Corporation
October 8, 1996
Page 3
6. The liabilities of US Order that will be assumed by InteliData and the
liabilities, if any, to which assets of US Order are subject were incurred by US
Order in the ordinary course of business.
7. On the effective date of the US Order Merger, each of the total
adjusted federal income tax basis and the fair market value of US Order's assets
will exceed the sum of its liabilities plus the amount of liabilities, if any,
to which its assets are subject.
8. There is no intercorporate indebtedness existing between (a) Colonial
Data or any subsidiary of Colonial Data and (b) US Order or any subsidiary of US
Order.
9. Following the US Order Merger, InteliData will continue the historic
business of US Order or use a significant portion of US Order's historic
business assets in a business.
10. InteliData has no plan or intention to sell or otherwise dispose of
any of the assets of US Order acquired in the US Order Merger, except for
dispositions made in the ordinary course of business.
11. Neither InteliData, Colonial Data, nor any subsidiary of Colonial Data
(a) has transferred or will transfer cash or other property to US Order or any
subsidiary of US Order for less than fair market value consideration in
anticipation of the US Order Merger or (b) has made or will make any loan to US
Order or any subsidiary of US Order in anticipation of the US Order Merger.
12. InteliData, US Order, and the shareholders of US Order will pay their
respective expenses, if any, incurred in connection with the US Order Merger.
13. For each of InteliData and US Order, less than 50 percent of the fair
market value of its total assets consists of stock and securities, or less than
80 percent of the fair market value of its total assets consists of assets held
for investment. For purposes of the preceding sentence, (a) total assets
exclude cash, cash items (including accounts receivable and cash equivalents),
and United States government securities; (b) a corporation's total assets
exclude stock and securities issued by any subsidiary at least 50 percent of the
voting power or 50 percent of the total fair market value of the stock of which
is owned by the corporation, but the corporation is treated as owning directly a
ratable share (based on the percentage of the fair market of the subsidiary's
stock owned by the corporation) of the assets owned by any such subsidiary; (c)
the term "securities" includes among
<PAGE>
US Order, Inc.
InteliData Technologies Corporation
October 8, 1996
Page 4
other things (A) partnership interests other than interests held as a managing
general partner and (B) fractional undivided interests in mineral rights; and
(d) an asset is held for investment if it is held primarily for gain from
appreciation in value and/or for the production of passive income (including
royalties, rents, dividends, and interest).
14. At all times during the five-year period ending on the effective date
of the US Order Merger, the fair market value of all of US Order's United States
real property interests was and will have been less than 50 percent of the total
fair market value of (a) its United States real property interests, (b) its
interests in real property located outside the United States, and (c) its other
assets used or held for use in a trade or business. For purposes of the
preceding sentence, (x) United States real property interests include all
interests (other than an interest solely as a creditor) in real property and
associated personal property (such as movable walls and furnishings) located in
the United States or the Virgin Islands and interests in any corporation (other
than a controlled corporation) owning any United States real property interest,
(y) US Order is treated as owning its proportionate share (based on the relative
fair market value of its ownership interest to all ownership interests) of the
assets owned by any controlled corporation or any partnership, trust, or estate
in which US Order is a partner or beneficiary, and (z) any such entity in turn
is treated as owning its proportionate share of the assets owned by any
controlled corporation or any partnership, trust, or estate in which the entity
is a partner or beneficiary. As used in this paragraph, "controlled
corporation" means any corporation at least 50 percent of the fair market value
of the stock of which is owned by US Order, in the case of a first-tier
subsidiary of US Order, or by a controlled corporation, in the case of a lower-
tier subsidiary.
15. Any shares of InteliData common stock received in exchange for shares
of US Order common stock that (a) were acquired in connection with the
performance of services, including stock acquired through the exercise of an
option or warrant acquired in connection with the performance of services, and
(b) are subject to a substantial risk of forfeiture within the meaning of
section 83(c) of the Internal Revenue Code (the "Code") will be subject to
substantially the same risk of forfeiture.
16. No outstanding US Order common stock, if any, acquired in connection
with the performance of services was or will have been acquired within six
months before the effective date of the US Order Merger by any person subject to
section 16(b) of the Securities Exchange Act of 1934 other than pursuant to an
<PAGE>
US Order, Inc.
InteliData Technologies Corporation
October 8, 1996
Page 5
option granted more than six months before the effective date of the US Order
Merger.
17. InteliData has not acquired, nor will it acquire, any shares of US
Order common stock in anticipation of the US Order Merger.
18. US Order has not filed, nor does it hold any asset subject to, a
consent pursuant to section 341(f) of the Code and regulations thereunder.
19. US Order is not a party to, nor does it hold any asset subject to, a
"safe harbor lease" under former section 168(f)(8) of the Code and regulations
thereunder.
On the basis of the foregoing, and assuming that (a) with respect to any
nonresident alien or foreign entity that is or within the last five years has
been a more-than-five-percent shareholder of US Order, US Order (or InteliData
as successor to US Order) will comply with all applicable statement and
notification requirements of Treasury Regulation (S) 1.897-2(g) & (h), and (b)
the US Order Merger will be consummated in accordance with the Plan of Merger
(as defined in the Agreement and Plan of Merger) we are of the opinion that
(under existing law) for federal income tax purposes:
1. The US Order Merger will be a "reorganization" within the meaning of
section 368(a)(1)(A) of the Code, and InteliData and US Order each will be a
"party to a reorganization" within the meaning of section 368(b) of the Code.
2. InteliData will not recognize gain or loss on the acquisition of US
Order's assets in the US Order Merger in exchange for InteliData common stock
and the assumption of US Order's liabilities.
3. US Order will not recognize gain or loss (a) on the transfer of its
assets to InteliData in the US Order Merger in exchange for InteliData common
stock and the assumption of US Order's liabilities or (b) on the constructive
distribution of InteliData common stock to US Order shareholders.
4. A US Order shareholder will not recognize gain or loss on the exchange
of shares of US Order common stock for shares of InteliData common stock in the
US Order Merger.
<PAGE>
US Order, Inc.
InteliData Technologies Corporation
October 8, 1996
Page 6
5. The aggregate basis of shares of InteliData common stock received by a
US Order shareholder in the US Order Merger will be the same as the aggregate
basis of the shares of US Order common stock exchanged therefor.
6. The holding period for the shares of InteliData common stock received
by a US Order shareholder in the US Order Merger will include the holding period
for the shares of US Order common stock exchanged therefor, if such shares of US
Order common stock are held as a capital asset on the effective date of the US
Order Merger.
We are also of the opinion that the material federal income tax
consequences of the US Order Merger are fairly summarized in the S-4 under the
headings "Summary -- Certain Federal Income Tax Consequences" and "Certain
Federal Income Tax Consequences." We consent to the use of this opinion as an
exhibit to the S-4 and to the reference to this firm under such headings. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under section 7 of the Securities Act of 1933 or the
rules and regulations promulgated thereunder by the Securities and Exchange
Commission.
Very truly yours,
HUNTON & WILLIAMS
