FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
INTELIDATA TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 54-1820617
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13100 Worldgate Drive, Suite 600, Herndon, Virginia 20170
(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title of Class)
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Item 1. General Information.
(a) The Registrant was incorporated under the laws of the State of Delaware
on August 23, 1996.
(b) The Registrant's fiscal year ends on December 31.
Item 2. Transaction of Succession.
(a) The Registrant's predecessors are US Order, Inc. ("US Order") and
Colonial Data Technologies Corp. ("Colonial Data"). Immediately prior to the
effective time of the mergers, the common stock of US Order and Colonial Data
is and will be registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(b) The Registrant will succeed to the businesses of US Order and Colonial
Data through two statutory mergers (the "Mergers") pursuant to which US Order
and Colonial Data will be merged with and into the Registrant, with the
Registrant surviving. Pursuant to the Mergers, each outstanding share of
common stock of US Order, $.001 par value, will be converted into and become
1.0 share of common stock, $.001 par value, of the Registrant (the "Common
Stock"), and each outstanding share of common stock of Colonial Data, $.01 par
value, will be converted into and become 1.0 share of Common Stock of the
Registrant. The Registrant expects to issue approximately 31,805,268 shares
of Common Stock in the Mergers (assuming no exercise of existing warrants and
no exercise of outstanding stock options issued under US Order's and Colonial
Data's respective stock option plans prior to the effective time of the
Mergers).
Item 3. Securities to be Registered.
As of the date of this filing, there are 60,000,000 shares of the
Registrant's Common Stock authorized, 1,000 shares issued and outstanding and
no shares held by or for the account of the Registrant.
As of the effective time of the Mergers, there will be 60,000,000 shares
of Common Stock authorized, approximately 31,805,268 shares of Common Stock
issued and outstanding (assuming no exercise of existing warrants and no
exercise of outstanding stock options issued under US Order's and Colonial
Data's respective stock option plans prior to the effective time of the
Mergers) and no shares of Common Stock held by or for the account of the
Registrant.
Item 4. Description of Registrant's Securities to Be Registered.
A description of the Common Stock of the Registrant is set forth under
the caption "Description of Capital Stock" in the Joint Proxy
Statement/Prospectus contained in the Registration Statement (File No.
333-11081) on Form S-4 filed with the Securities and Exchange Commission on
August 29, 1996, as amended (the "Registration Statement"), and is
incorporated herein by reference.
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Item 5. Financial Statements and Exhibits.
(a) Financial Statements.
No financial statements are required as the capital structure and balance
sheet of the Registrant immediately after the effective time of the Mergers
will be substantially similar to the combined capital structures and balance
sheets of US Order and Colonial Data immediately before the effective time of
the Mergers.
(b) Exhibits.
2.1 Agreement and Plan of Merger, dated August 5, 1996, between US Order,
Inc. and Colonial Data Technologies Corp. which is incorporated herein by
reference to Exhibit 2.1 to the Registration Statement (included as Appendix I
to the Joint Proxy Statement/Prospectus).
2.2 US Order, Inc. and Colonial Data Technologies Corp.'s Joint Proxy
Statement/Prospectus which is incorporated herein by reference to the Joint
Proxy Statement/Prospectus included in the Registration Statement.
3.1 Amended and Restated Certificate of Incorporation of the Registrant,
which is incorporated herein by reference to Exhibit 3.1 to the Registration
Statement.
3.2 Bylaws of the Registrant, which are incorporated herein by reference to
Exhibit 3.2 to the Registration Statement.
4.1 Article IX of the Amended and Restated Certificate of Incorporation of
the Registrant, which is incorporated herein by reference to Exhibit 3.1 to
the Registration Statement, and Section 7.02 of the Bylaws of the Registrant,
which is incorporated herein by reference to Exhibit 3.2 to the Registration
Statement.
10.1 Employment Agreement, dated August 1, 1994, between US Order, Inc. and
John C. Backus, Jr. (incorporated herein by reference to US Order's
Registration Statement on Form S-1, dated June 1, 1995 (as filed with the
Commission, File No. 33-90978)).
10.2 Employment Agreement, dated as of July 1, 1996, between Colonial Data
Technologies Corp. and Robert J. Schock, which is incorporated herein by
reference to Exhibit 10.5 to the Registration Statement.
21.1 Subsidiaries of Registrant.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement on Form 8-B to be signed on its behalf by the undersigned, thereto
duly authorized.
INTELIDATA TECHNOLOGIES CORPORATION
Dated: October 24, 1996 By: /s/ Albert N. Wergley
Albert N. Wergley
President
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EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated August 5, 1996, between US Order,
Inc. and Colonial Data Technologies Corp. which is incorporated
herein by reference to Exhibit 2.1 to the Registration Statement
(included as Appendix I to the Joint Proxy Statement/Prospectus).
2.2 US Order, Inc. and Colonial Data Technologies Corp.'s Joint Proxy
Statement/Prospectus which is incorporated herein by reference to the
Joint Proxy Statement/Prospectus included in the Registration
Statement.
3.1 Amended and Restated Certificate of Incorporation of the Registrant,
which is incorporated herein by reference to Exhibit 3.1 to the
Registration Statement.
3.2 Bylaws of the Registrant, which are incorporated herein by reference
to Exhibit 3.2 to the Registration Statement.
4.1 Article IX of the Amended and Restated Certificate of Incorporation
of the Registrant, which is incorporated herein by reference to
Exhibit 3.1 to the Registration Statement, and Section 7.02 of the
Bylaws of the Registrant, which is incorporated herein by reference
to Exhibit 3.2 to the Registration Statement.
10.1 Employment Agreement, dated August 1, 1994, between US Order, Inc.
and John C. Backus, Jr. (incorporated herein by reference to US
Order's Registration Statement on Form S-1, dated June 1, 1995 (as
filed with the Commission, File No. 33-90978)).
10.2 Employment Agreement, dated as of July 1, 1996, between Colonial
Data Technologies Corp. and Robert J. Schock, which is incorporated
herein by reference to Exhibit 10.5 to the Registration Statement.
21.1 Subsidiaries of Registrant
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Exhibit 21.1
Subsidiaries of InteliData Technologies Corporation
A. Wholly-Owned Subsidiaries:
1. Colonial Technologies Corp.
2. CDT Telecom Systems, Inc.
3. CDT Leasing Corp.
4. CDT Realty Corp.
5. CDT Canada Corp.
6. Pickett Corp.
7. District Corp.
