SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 7, 1996
INTELIDATA TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-21685 54-1820617
(Commission File Number) (I.R.S. Employer Identification No.)
13100 Worldgate Drive, Suite 600, Herndon, Virginia 20170
(Address of principal executive offices) (zip code)
(703) 834-8500
(Registrant's telephone number, including area code)
__________________________________
(Former name or former address, if changes since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 7, 1996, InteliData Technologies Corporation, a Delaware
corporation ("InteliData" or the "Registrant"), consummated the acquisition
and merger (the "Mergers") of two public companies -- Colonial Data
Technologies Corp., a Delaware corporation ("CDT"), and US Order, Inc., a
Delaware corporation ("USO") -- pursuant to an Agreement and Plan of Merger,
dated as of August 5, 1996, as amended by Amendment No. 1, dated as of
November 7, 1996 (as amended, the "Merger Agreement"). The Merger Agreement
and the consummation of the transactions contemplated thereby were approved by
the respective stockholders of CDT and USO at respective special meetings of
such stockholders held on November 7, 1996.
Pursuant to the Merger Agreement, (i) each outstanding share of common
stock of CDT, $.01 par value, was converted into one share of common stock of
InteliData ("InteliData Common Stock"), (ii) each outstanding share of common
stock of USO, $.001 par value, was converted into one share of InteliData
Common Stock, and (iii) each outstanding option, warrant or other right to
purchase USO common stock or CDT common stock was converted into the right to
acquire, on the same terms and conditions, shares of InteliData Common Stock.
InteliData Common Stock is traded on the Nasdaq National Market under the
symbol "INTD".
The business of InteliData initially consists of the business conducted
by USO and CDT immediately prior to the consummation of the Mergers.
Additional information with respect to the Mergers and related matters is
set forth in the Joint Proxy Statement/Prospectus of CDT, USO and InteliData
(the "Joint Proxy Statement") dated October 9, 1996, included in InteliData's
Registration Statement on Form S-4, as amended, filed with the Securities and
Exchange Commission (the "Commission") on August 29, 1996 (File No.
333-11081), and is incorporated herein by reference to the extent appropriate.
A copy of the press release announcing the completion of the Mergers is
attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of business acquired.
1. The audited financial statements of CDT for each of the three years
ended December 31, 1995, required by this Item 7(a) are incorporated herein by
reference to the financial statements set forth in the Annual Report on Form
10-K of Colonial Data Technologies Corp. for the year ended December 31, 1995.
2. The audited financial statements of USO for each of the three years
ended December 31, 1995, required by this Item 7(a) are incorporated herein by
reference to financial statements set forth in the Annual Report on Form 10-K
of US Order, Inc. for the year ended December 31, 1995.
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3. The unaudited financial statements of USO for the six months
ended June 30, 1996 and 1995 required by this Item 7(a) are incorporated
herein by reference to US Order Inc.'s Quarterly Report on Form 10-Q for the
six months ended June 30, 1996.
4. The unaudited financial statements of CDT for the six months ended
June 30, 1996 and 1995 required by this Item 7(a) are incorporated herein by
reference to Colonial Data Technologies Corp.'s Quarterly Report on Form 10-Q
for the six months ended June 30, 1996.
(b) Pro Forma financial information (unaudited).
The pro forma financial information required by this Item 7(b) is
hereby incorporated herein by reference to the pro forma financial information
set forth under the heading "InteliData Unaudited Pro Form Condensed
Consolidated Financial Information" in the Joint Proxy Statement.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of August 5, 1996, between
Colonial Data Technologies Corp. and US Order, Inc.
(incorporated herein by reference to Appendix I to the Joint
Proxy Statement/Prospectus included in InteliData's Registration
Statement on Form S-4 filed with the Commission on August 29,
1996, as amended) (File No. 333-11081)).
2.2 Amendment No. 1 dated as of November 7, 1996, by and among US
Order, Inc., Colonial Data Technologies Corp. and InteliData
Technologies Corporation to the Agreement and Plan of Merger.
4.1 Article IV of the Certificate of Incorporation of InteliData
Technologies Corporation (incorporated herein by reference to
Appendix IV to the Joint Proxy Statement/Prospectus included in
InteliData's Registration Statement on Form S-4 filed with the
Commission on August 29, 1996, as amended) (File No. 333-11081)
and Section 7.02 of the Bylaws of InteliData Technologies
Corporation (incorporated herein by reference to Appendix V to
the Joint Proxy Statement/Prospectus included in InteliData's
Registration Statement on Form S-4 filed with the Commission on
August 29, 1996, as amended) (File No. 333-11081).
20.1 Joint Proxy Statement/Prospectus dated October 9, 1996, of
InteliData Technologies Corporation, Colonial Data Technologies
Corp. and US Order, Inc. (incorporated herein by reference to
the Joint Proxy Statement/Prospectus included in InteliData's
Registration Statement on Form S-4 filed with the Commission on
August 29, 1996, as amended) (File No. 333-11081).
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99.1 Press Release dated November 7, 1996, announcing the
completion of the Mergers.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date:November 11, 1996 INTELIDATA TECHNOLOGIES CORPORATION
By: /s/ Albert N. Wergley
Albert N. Wergley
Vice President, General Counsel and
Secretary
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Exhibit 2.2
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT (this "Agreement") dated as of November 7, 1996, by and among US
Order, Inc., a Delaware corporation ("USO"), Colonial Data Technologies Corp.,
a Delaware corporation ("CDT") and InteliData Technologies Corporation, a
Delaware corporation ("InteliData") to the Agreement and Plan of Merger dated
as of August 5, 1996 (the "Agreement and Plan of Merger") between USO and CDT.
WHEREAS, USO and CDT entered into the Agreement and Plan of Merger pursuant
to which USO and CDT shall each be merged with and into Newco in transactions
in which Newco will be the surviving corporation (the "Mergers").
WHEREAS, USO and CDT have formed InteliData for the purpose of entering
into the Agreement and Plan of Merger and which will be the surviving
corporation in the Mergers.
WHEREAS, the Agreement and Plan of Merger contemplates that the parties
shall amend the Agreement and Plan of Merger to add InteliData as a party.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereto
agree as follows:
ARTICLE 1. References. Unless otherwise specifically defined herein, each
term used herein which is defined in the Agreement and Plan of Merger has the
meaning assigned to such term in the Agreement and Plan of Merger. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Agreement and Plan of Merger shall from and
after the effective date of this Agreement refer to the Agreement and Plan of
Merger as amended hereby, except in any instance in the Agreement and Plan of
Merger where any such reference relates to the date of the execution of the
Agreement and Plan of Merger in which instance such reference shall relate to
the unamended Agreement and Plan of Merger.
ARTICLE 2. Amendment of Cover Page. The Cover Page of the Agreement and
Plan of Merger is amended by (i) deleting the term "and" before the term
"Colonial Data Technologies Corp." and (ii) adding the term "and InteliData
Technologies Corporation" after the term "Colonial Data Technologies Corp."
ARTICLE 3. Definition of Preamble. The first paragraph of the preamble to
the Agreement and Plan of Merger is amended by (i) deleting the term "and"
before the term "Colonial Data Technologies Corp." and (ii) adding the term
"and InteliData Technologies Corporation, a Delaware corporation ("Newco")" at
the end of such paragraph.
ARTICLE 4. Amendment of Newco Definition. The definition of "Newco"
contained in Section 1.5 to the Agreement and Plan of Merger is amended to
mean "InteliData Technologies Corporation, a Delaware corporation."<PAGE>
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ARTICLE 5. Reference to Newco. The parties hereto agree that each
reference to Newco in the Agreement and Plan of Merger shall be deemed to be a
reference to InteliData.
ARTICLE 6. Obligations of Newco. InteliData agrees to become a party to
the Agreement and Plan of Merger and hereby assumes and agrees to perform any
and all covenants, agreements and obligations contained in the Agreement and
Plan of Merger which are contemplated in the Agreement and Plan of Merger to
be performed by Newco.
ARTICLE 7. Governing Law. This Agreement shall be governed by a construed
in accordance with the laws of the State of Delaware, without regard to the
principles conflicts of law thereof.
ARTICLE 8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but of which
shall constitute one and the same agreement.
ARTICLE 9. Force and Effect. Except as expressly amended hereby, the
Agreement and Plan of Merger shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
US ORDER, INC.
By: /s/ John C. Backus, Jr.
John C. Backus, Jr.
President and Chief Operating Officer
COLONIAL DATA TECHNOLOGIES CORP.
By: /s/ Robert J. Schock
Robert J. Schock
Chairman of the Board, President
and Chief Executive Officer
INTELIDATA TECHNOLOGIES CORPORATION
By: /s/ Albert N. Wergley
Albert N. Wergley
President
Exhibit 99.1
NEWS RELEASE InteliData
13100 Worldgate Drive, Suite 600 Herndon, VA 20170
703-834-8555 (phone) 703-834-8310 (fax) www.intelidata.com
_____________________________________________________________________________
FOR IMMEDIATE RELEASE PRESS CONTACT
November 7, 1996 Rob Borella (703) 834-8555
INVESTOR CONTACT:
Doug Portez (703) 506-1778
US ORDER AND COLONIAL DATA
TECHNOLOGIES MERGE TO FORM INTELIDATA
Technology Company to Provide Electronic Commerce Solutions, High Quality
Consumer Telecommunications Devices, and Small-Screen On-Line Services
NEW MILFORD, CT., and HERNDON, VA., November 7 -- Colonial Data
Technologies (Nasdaq: CDTX) and US Order (Nasdaq: USOR) completed their merger
of equals today after shareholders of each company approved the transaction.
The new public company, InteliData, will begin trading on Nasdaq under the
symbol INTD beginning Nov. 8.
InteliData will concentrate on three markets. In the electronic commerce
business, the company markets its bill payment and home banking products to
financial institutions. In the consumer telecommunications device business,
the new company offers a revolutionary smart telephone and an integrated line
of caller identification products through both telephone companies and
retailers. In the on-line service business, InteliData delivers information
services to users of smart telephones, digital PCS phones, alphanumeric pagers
and personal digital assistants.
Approximately 32.1 million new shares of InteliData stock were exchanged
for 16.6 million shares of US Order and 15.5 million shares of Colonial Data
stock through a one-to-one exchange ratio. InteliData begins operations with
approximately $43 million in cash, short-term investments and restricted cash
and no long-term debt. The new company's headquarters is located in Herndon,
Va.
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The merger is a natural evolution of the strategic partnership formed
between the two companies in January 1995 to jointly design, develop,
manufacture and market the smart telephone, which is available under the
IntelifoneTM brand name in over 2000 retail stores nationwide and under the
Telesmart 4000TM brand through telephone companies. The InteliData smart
telephone is the first telephone available at a mass market price that
combines the power of an on-line service, a personal organizer and caller
identification deluxe technology in one package.
InteliData is a technology leader in the fast-emerging smart telephone and
on-line electronic information service and commerce business, including
electronic banking and bill paying. It is a market leader in the design,
distribution and service of caller identification-based telecommunications
devices for major Bell and other telephone companies.
InteliData plans to release its third quarter financial information and
conduct a conference call for investors on Wednesday, Nov. 13. The conference
call will begin at 4:30 p.m. (EST) and can be accessed by dialing
800-633-8763. Subsequently, InteliData will host an all-day institutional
investors' conference on Thursday, Nov. 21. Interested parties can contact
Doug Portez at 703-506-1778 for further information.
Information about InteliData's products and services can also be found on
its website at www.intelidata.com.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995:
This release contains forward looking statements that are subject to risks
and uncertainties, including, but not limited to, the impact of competitive
products, product demand and market acceptance risks, fluctuations in
operating results, delays in development of highly complex products and other
risks detailed from time to time in InteliData's filings with the Securities
and Exchange Commission. These risks could cause the company's actual results
for 1996 and beyond to differ materially from those expressed in any forward
looking statements made by, or on behalf of, InteliData.
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