As filed with the Securities and Exchange Commission on November 14, 1996.
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
INTELIDATA TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 54-1820617
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
InteliData Technologies Corporation
13100 Worldgate Drive
Suite 600
Herndon, Virginia 20170
(Address of principal executive office, including zip code)
INTELIDATA TECHNOLOGIES CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
______________________
Albert N. Wergley
InteliData Technologies Corporation
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)
With copies to:
David M. Carter, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
804-788-8200
____________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price fee
Common Stock, 500,000 $9.31 $4,655,000 $1,411.00
$.001 par value shares
(1) Calculated pursuant to Rule 457(c) on the basis of $9.31 per share,
which was the average of the high and low prices of the Common Stock as quoted
on the Nasdaq National Market on November 11, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company's Prospectus, dated October 9, 1996, contained in the
Company's Registration Statement on Form S-4 (File No. 333-11081), filed with
the Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act") is incorporated herein by reference and made a part hereof.
In addition, all documents filed by the Company pursuant to Section
13(a) and 13(c) of the Exchange Act after the date of the Prospectus and prior
to the termination of the offering of shares of the Company's Common Stock
pursuant to the InteliData Technologies Corporation Employee Stock Purchase
Plan (the "Plan"), any definitive proxy or information statement filed
pursuant to Section 14 of the Exchange Act in connection with any subsequent
meeting of shareholders and any reports filed pursuant to Section 15(d) of the
Exchange Act prior to any such termination of the offering of shares, shall be
deemed to be incorporated by reference in the Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of the Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that is or is deemed to be incorporated by reference herein modifies
or supersedes such earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") authorizes,
inter alia, a corporation generally to indemnify any person ("indemnitee") who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation, in a similar position with another
corporation or entity, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. With respect to actions or suits by or in the right of the
corporation; however, an indemnitee who acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation is generally limited to attorneys' fees and other expenses, and no
indemnification shall be made if such person is adjudged liable to the
corporation unless and only to the extent that a court of competent
jurisdiction determines that indemnification is appropriate. Section 145
further provides that any indemnification shall be made by the corporation
only as authorized in each specific case upon a determination by the (i)
stockholders, (ii) board of directors by a majority voted of a quorum
consisting of directors who were not parties to such action, suit or
proceeding or (iii) independent counsel if a quorum of disinterested directors
so directs, that indemnification of the indemnitee is proper because
he has met the applicable standard of conduct. Section 145 provides that
indemnification pursuant to its provisions
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<PAGE>
is not exclusive of other rights of indemnification to which a person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Article IX of the InteliData Technologies Corporation ("InteliData")
Amended and Restated Certificate of Incorporation provides that InteliData
shall indemnify any and all persons permitted to be indemnified by Section
145 of DGCL to the fullest extent permitted by the DGCL.
Section 7.02 of the InteliData Bylaws, provides, in substance, that
directors, officers, employees and agents shall be indemnified to the fullest
extent permitted by Section 145 of the DGCL.
InteliData intends to enter into indemnification agreements with certain
of its directors providing for indemnification to the fullest extent permitted
by the laws of the State of Delaware. These agreements provide for specific
procedures to better assure the directors' rights to indemnification,
including procedures for directors to submit claims, for determination of
directors' entitlement to indemnification (including the allocation of the
burden of proof and selection of a reviewing party) and for enforcement of
directors' indemnification rights.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Article IX 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).
5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered.
10.1 InteliData Technologies Corporation Employee Stock Purchase Plan.
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1 to the Registration Statement).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the
"Securities Act");
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change in
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act, and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act, that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above,
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Herndon, Commonwealth of Virginia on November
14, 1996.
INTELIDATA TECHNOLOGIES CORPORATION
(Registrant)
By: /s/ John C. Backus, Jr.
John C. Backus, Jr.
President and Chief Operating Officer
II-4
<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 14, 1996. Each of the directors and/or
officers of InteliData Technologies Corporation whose signature appears below
hereby appoints Robert J. Schock, John C. Backus, Jr. and Albert N. Wergley,
and each of them severally, as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below and to file with the Securities
and Exchange Commission, any and all amendments, including post-effective
amendments to this registration statement, making such changes in the
registration statement as appropriate, and generally to do all such things in
their behalf in their capacities as officers and directors to enable
InteliData Technologies Corporation to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission.
Signature Title
/s/ Robert J. Schock Chief Executive Officer, Vice-Chairman
Robert J. Schock of the Board and Director
(Principal Executive Officer)
/s/ John C. Backus, Jr. President, Chief Operating Officer
John C. Backus, Jr. and Director
/s/ John N. Giamalis Vice President, Treasurer and Chief
John N. Giamalis Financial Officer
(Principal Financial and Accounting
Officer)
/s/ William F. Gorog Chairman of the Board and Director
William F. Gorog
Director
T. Coleman Andrews, III
/s/ Walter M. Fiederowicz Director
Walter M. Fiederowicz
Director
Patrick F. Graham
Director
Constantine S. Macricostas
Director
Wesley C. Tallman
/s/ Timothy R. Welles Director
Timothy R. Welles
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Article IX 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).
5.1 Opinion of Hunton & Williams as to the legality of the
securities being registered.
10.1 InteliData Technologies Corporation Employee Stock Purchase Plan.
23.1 Consent of Hunton & Williams (included in the opinion filed
as Exhibit 5.1 to the Registration Statement).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on signature page).
Exhibit 5.1
HUNTON & WILLIAMS
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-7209
November 14, 1996
Board of Directors
InteliData Technologies Corporation
13100 Worldgate Drive
Suite 600
Herndon, Virginia 20170
INTELIDATA TECHNOLOGIES CORPORATION
REGISTRATION STATEMENT ON FORM S-8
Ladies & Gentlemen:
We are acting as counsel for InteliData Technologies Corporation (the
"Company") in connection with its Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission, with respect to up to 500,000
shares of the Company's Common Stock to be issued by the Company (the
"Shares") pursuant to the InteliData Technologies Corporation Employee Stock
Purchase Plan (the "Plan"). In connection with the filing of the Registration
Statement, you have requested our opinion concerning certain corporate
matters.
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers
and of public officials as we have deemed necessary.
Based upon the foregoing and the further qualifications stated below, we
are of the opinion that:
1. The Company has been duly incorporated and is validly existing and
in good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when such shares have been
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Form S-8. In giving this consent, we do not
admit that we are within the category of persons whose consent is required by
section 7 of the Securities Act of 1933 or the rules and regulations
promulgated thereunder by the Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
INTELIDATA TECHNOLOGIES CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
<PAGE>
TABLE OF CONTENTS
ARTICLE I.DEFINITIONS
1.01. Administrator. . . . . . . . . . . . . 1
1.02. Affiliate. . . . . . . . . . . . . . . 1
1.03. Beneficiary. . . . . . . . . . . . . . 1
1.05. Code . . . . . . . . . . . . . . . . . 1
1.06. Committee. . . . . . . . . . . . . . . 1
1.07. Common Stock . . . . . . . . . . . . . 2
1.08. Company. . . . . . . . . . . . . . . . 2
1.09. Compensation . . . . . . . . . . . . . 2
1.10. Date of Exercise . . . . . . . . . . . 2
1.11. Date of Grant. . . . . . . . . . . . . 2
1.12. Election Date. . . . . . . . . . . . . 2
1.13. Election Form. . . . . . . . . . . . . 2
1.15. Exchange Act . . . . . . . . . . . . . 2
1.16. Fair Market Value. . . . . . . . . . . 2
1.17. Five Percent Shareholder . . . . . . . 3
1.18. Option . . . . . . . . . . . . . . . . 4
1.19. Participant. . . . . . . . . . . . . . 4
1.20. Plan . . . . . . . . . . . . . . . . . 4
ARTICLE II.PURPOSES. . . . . . . . . . . . . . . . . . 4
ARTICLE III.ADMINISTRATION . . . . . . . . . . . . . . 5
ARTICLE IV.ELIGIBILITY . . . . . . . . . . . . . . . . 6
ARTICLE V.COMPENSATION DEDUCTIONS
5.01. Amount of Deduction. . . . . . . . . . 6
5.02. Participant's Account. . . . . . . . . 7
5.03. Changes in Payroll Deductions. . . . . 7
ARTICLE VI.OPTION GRANTS
6.01. Number of Shares . . . . . . . . . . . 8
6.02. Option Price . . . . . . . . . . . . . 8
ARTICLE VII.EXERCISE OF OPTION
7.01. Automatic Exercise . . . . . . . . . . 8
7.02. Fractional Shares. . . . . . . . . . . 9
7.03. Nontransferability . . . . . . . . . . 9
7.04. Employee Status. . . . . . . . . . . . 9
<PAGE>
7.05. Delivery of Stock. . . . . . . . . . . 9
7.06. Vesting. . . . . . . . . . . . . . . . 9
ARTICLE VIII.WITHDRAWAL AND TERMINATION OF
EMPLOYMENT
8.01. Generally. . . . . . . . . . . . . . . 10
8.02. Subsequent Participation . . . . . . . 10
8.03. Termination of Employment. . . . . . . 10
8.04. Death of Participant . . . . . . . . . 11
ARTICLE IX.STOCK SUBJECT TO PLAN
9.01. Shares Issued. . . . . . . . . . . . . 11
9.02. Aggregate Limit. . . . . . . . . . . . 11
9.03. Reallocation of Shares . . . . . . . . 12
ARTICLE X.ADJUSTMENT UPON CHANGE IN COMMON
STOCK. . . . . . . . . . . . . . . . . . . . 12
ARTICLE XI.COMPLIANCE WITH LAW AND APPROVAL
OF REGULATORY BODIES . . . . . . . . . . . . 13
ARTICLE XII.GENERAL PROVISIONS
12.01.Effect on Employment and Service.. . . 14
12.02.Unfunded Plan. . . . . . . . . . . . . 14
12.03.Rules of Construction. . . . . . . . . 14
ARTICLE XIII.AMENDMENT . . . . . . . . . . . . . . . . 15
ARTICLE XIV.DURATION OF PLAN . . . . . . . . . . . . . 15
ARTICLE XV.EFFECTIVE DATE OF PLAN. . . . . . . . . . . 15
<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I.
DEFINITIONS
1.01. Administrator means the Committee and any delegate of the Committee
that is appointed in accordance with Article III.
1.02. Affiliate means any "subsidiary" (within the meaning of Section 424 of
the Code) of the Company that the Board designates as a participating employer
in the Plan.
1.03. Beneficiary means the person or entity designated by a Participant on a
form prescribed by the Administrator, to receive any amount payable under the
Plan following a Participant's death. A Participant may change his
Beneficiary from time to time by filing a subsequent designation form and the
change will be effective when received by the Administrator. If a designated
Beneficiary fails to survive the Participant or be in existence on the date of
his death or if the Participant fails to designate a Beneficiary, the
Participant's Beneficiary shall be determined as follows: the Participant's
surviving spouse (i.e., the person to whom the Participant is legally
married on the date of his death) or, if none, the Participant's surviving
children or, if none, the Participant's estate.
1.04. Board means the Board of Directors of the Company.
1.05. Code means the Internal Revenue Code of 1986, and any amendments
thereto.
1.06. Committee means the Compensation Committee of the Board.
<PAGE>
1.07. Common Stock means the common stock of the Company.
1.08. Company means InteliData Technologies Corporation.
1.09. Compensation means an Employee's regular straight-time earnings and
excluding payments for overtime, shift premium, bonuses and other special
payments, commissions and other marketing incentive payments.
1.10. Date of Exercise means each June 30 next following the January 2 Date
of Grant and each December 31 next following the July 1 Date of Grant.
1.11. Date of Grant means each January 2 and each July 1 during the term of
the Plan.
1.12. Election Date means each December 15 immediately preceding the January
2 Date of Grant and each June 15 immediately preceding the July 1 Date of
Grant.
1.13. Election Form means the form, prescribed by the Administrator, that a
Participant uses to authorize a reduction in his Compensation in accordance
with Article V.
1.14. Employee means any employee of the Company or an Affiliate, other than
a Five Percent Shareholder, who is regularly scheduled to work at least twenty
hours per week.
1.15. Exchange Act means the Securities Exchange Act of 1934, as amended and
as in effect on the date of this Agreement.
1.16. Fair Market Value means, on any given date, the current fair market
value of the shares of Common Stock as determined pursuant to subsection (a)
or (b) below.
<PAGE>
(a) While the Company is a Non-Public Company, Fair Market Value
shall be determined by the Board using any reasonable method in good faith.
(b) While the Company is a Public Company, Fair Market Value shall
be determined as follows: if the Common Stock is not listed on an established
stock exchange, the Fair Market Value shall be the average reported
"closing"price of shares of Common Stock in the New York over-the-counter
market as reported by the National Association of Securities Dealers, Inc. If
the Common Stock is listed on an established stock exchange or exchanges, Fair
Market Value shall be the average closing price of shares of Common Stock
reported on that stock exchange or exchanges. If the Common Stock was not
traded on the date of reference, Fair Market Value shall be determined as of
the next preceding day that the stock was traded. For purposes of this
definition, the term "Public Company" means a corporation that has sold
securities pursuant to an effective registration statement on Form S-1 filed
pursuant to the Securities Act of 1933, as amended and the term "Non-Public
Company" means a corporation that has never sold securities pursuant
to an effective registration statement on Form S-1 filed pursuant to the
Securities Act of 1933, as amended.
1.17. Five Percent Shareholder means any individual who, immediately after
the grant of an option (whether or not granted under this Plan) owns more than
five percent of the total combined voting power or value of all classes of
stock of the Company or of an Affiliate. An individual shall be considered to
own any voting stock owned (directly or indirectly) by or for his brothers,
sisters, spouse, ancestors
<PAGE>
or lineal descendants and shall be considered to own proportionately any
voting stock owned (directly or indirectly) by or for a corporation,
partnership, estate or trust of which such individual is a shareholder,
partner or beneficiary.
1.18. Option means a stock option that entitles the holder to purchase from
the Company a stated number of shares of Common Stock on the terms and
conditions prescribed by the Plan.
1.19. Participant means an Employee, including an Employee who is a member
of the Board, who satisfies the requirements of Article IV and who elects to
receive an Option.
1.20. Plan means the InteliData Technologies Corporation Employee Stock
Purchase Plan.
ARTICLE II.
PURPOSES
The Plan is intended to assist the Company and its Affiliates in
recruiting and retaining individuals with ability and initiative by enabling
such persons to participate in the future success of the Company and its
Affiliates and to associate their interests with those of the Company and its
shareholders. The Plan is intended to permit the grant of Options qualifying
under Section 423 of the Code. No Option shall be invalid for failure to
qualify under Section 423 of the Code. The proceeds received by the Company
from the sale of Common Stock pursuant to this Plan shall be used for general
corporate purposes.
<PAGE>
ARTICLE III.
ADMINISTRATION
The Plan shall be administered by the Administrator. The Administrator
shall have complete authority to interpret all provisions of this Plan; to
adopt, amend, and rescind rules and regulations pertaining to the
administration of the Plan; and to make all other determinations necessary or
advisable for the administration of this Plan. The express grant in the Plan
of any specific power to the Administrator shall not be construed as limiting
any power or authority of the Administrator. Any decision made, or action
taken, by the Administrator or in connection with the administration of this
Plan shall be final and conclusive. Neither the Administrator nor any member
of the Committee shall be liable for any act done in good faith with respect
to this Plan or any Option. All expenses of administering this Plan shall be
borne by the Company.
The Committee, in its discretion, may delegate to one or more officers
of the Company all or part of the Committee's authority and duties with
respect to grants and awards to individuals who are not subject to the
reporting and other provisions of Section 16 of the Exchange Act. The
Committee may revoke or amend the terms of a delegation at any time but such
action shall not invalidate any prior actions of the Committee's delegate or
delegates that were consistent with the terms of the Plan.
<PAGE>
ARTICLE IV.
ELIGIBILITY
Each Employee of the Company or an Affiliate (including a corporation
that becomes an Affiliate after the adoption of this Plan) is eligible to
participate in this Plan after completing three months' employment with the
Company or an Affiliate or with a company that was a predecessor of the
Company (by merger or otherwise) or with an affiliate of such predecessor.
Directors of the Company who are Employees of the Company or an Affiliate may
participate in this Plan. A member of the Committee may not participate in
this Plan during the period that he is a member of the Committee. An Employee
who has satisfied the requirements set forth in the preceding sentences of
this Article IV becomes a Participant by completing an Election Form in
accordance with Section 5.01 and returning it to the Administrator on or
before the Election Date.
ARTICLE V.
COMPENSATION DEDUCTIONS
5.01. Amount of Deduction. A payroll deduction shall be made from the
Compensation of each Participant for each payroll period. The amount of such
deduction shall be the percentage specified by the Participant on his Election
Form; provided that such percentage shall be in multiples of one percent and
shall not exceed twenty percent. A Participant may contribute to the Plan
only by payroll deduction. A Participant's Election Form will continue to be
effective, and amounts
<PAGE>
will be deducted from the Participant's Compensation, until the Election Form
is changed in accordance with Section 5.03 or the Participant withdraws from
the Plan or his participation otherwise ends in accordance with Article VIII.
5.02. Participant's Account. A recordkeeping account shall be established
for each Participant. All amounts deducted from a Participant's Compensation
shall be credited to his account. No interest will be paid or credited to the
account of any Participant; provided, however, that interest shall be paid on
any and all money which is distributed on account of a Participant's
withdrawal from the Plan. Such distributions shall bear simple interest
during the period from the date of withholding to the date of distribution at
the regular passbook savings account rate per annum as in effect on the Date
of Grant established by a financial institution designated by the
Administrator. Where the distribution represents an excess amount in a
Participant's account after the account has been applied to the purchase of
Common Stock, the Participant's withholding account shall be deemed to have
been applied first toward the purchase of the Common Stock under the Plan, so
that interest shall be paid on the last withholdings during the period that
results in the excess amount.
5.03. Changes in Payroll Deductions. A Participant may discontinue his
participation in the Plan as provided in Section 8.01. Except as provided in
Section 8.01, a Participant's direction to change the percentage deduction
specified on his Election Form shall be effective as of the first Date of
Grant following the date that written notice of such change (either by
revocation of participation or a new Election Form) is delivered to the
Administrator.
<PAGE>
ARTICLE VI.
OPTION GRANTS
6.01. Number of Shares. Each Employee who is a Participant on a Date of
Grant shall be granted an Option as of that Date of Grant. The number of
shares of Common Stock subject to such Option shall be determined by dividing
the option price into the balance credited to the Participant's account as of
the Date of Exercise next following the Date of Grant. Notwithstanding the
preceding sentence, no Participant will be granted an Option as of any Date of
Grant for more than a number of shares of Common Stock determined by dividing
$12,500 by the Fair Market Value on the Date of Grant.
6.02. Option Price. The price per share for Common Stock purchased on the
exercise of an Option shall be the lesser of (i) eighty-five percent of the
Fair Market Value on the applicable Date of Grant or (ii) eighty-five percent
of the Fair Market Value on the Date of Exercise.
ARTICLE VII.
EXERCISE OF OPTION
7.01. Automatic Exercise. Subject to the provisions of Articles VIII, IX and
XI, each Option shall be exercised automatically as of the Date of Exercise
next following the Option's Date of Grant for the number of whole shares of
Common Stock that may be purchased at the option price for that Option with
the balance credited to the Participant's account.
<PAGE>
7.02. Fractional Shares. Fractional shares will not be issued under the
Plan. Any amount remaining to the credit of the Participant's account after
the exercise of an Option shall remain in the account and applied to the
option price of the Option next granted if the Participant continues to
participate in the Plan or, if he does not, shall be returned to the
Participant.
7.03. Nontransferability. Each Option granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution.
During the lifetime of the Participant to whom the Option is granted, the
Option may be exercised only by the Participant. No right or interest of a
Participant in any Option shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.
7.04. Employee Status. For purposes of determining the applicability of Sec-
tion 423 of the Code, and whether an individual is employed by the Company or
an Affiliate, the Administrator may decide to what extent leaves of absence
for governmental or military service, illness, temporary disability, or other
reasons shall not be deemed interruptions of continuous employment.
7.05. Delivery of Stock. Subject to the provisions of Articles IX and XI, as
promptly as possible following the date that such shares become transferable,
the Company will deliver certificates evidencing the Common Stock purchased
upon the Participant's exercise of his Option.
7.06. Vesting. Participant's interest in the Common Stock purchased upon the
exercise of his Option shall be immediately nonforfeitable. Subject to the
provisions
<PAGE>
of Article XI, shares of Common Stock purchased upon the exercise of an Option
shall be transferable on the first anniversary of the applicable Date of
Exercise.
ARTICLE VIII.
WITHDRAWAL AND
TERMINATION OF EMPLOYMENT
8.01. Generally. A Participant may withdraw the payroll deductions credited
to his account under the Plan by giving written notice to that effect to the
Administrator at least thirty days prior to the next Date of Exercise. In
that event, all of the payroll deductions credited to his account will be paid
to him promptly after receipt of his notice of withdrawal and no further
payroll deductions will be made from his Compensation until he submits a new
Election Form to the Administrator. A Participant shall be deemed to have
elected to withdraw from the Plan in accordance with this Section 8.01 if he
ceases to be an Employee.
8.02. Subsequent Participation. A Participant who has withdrawn his account
under Section 8.01 may submit a new Election Form to the Administrator and
resume participation in the Plan as of any subsequent Date of Grant, provided
that the Administrator receives his Election Form before the applicable
Election Date.
8.03. Termination of Employment. If a Participant's employment with the
Company and its Affiliates terminates for any reason other than death, his
participation in the Plan shall cease as of the date of termination. The
balance credited to the Participant's account as of the first day of the month
following such termination of employment shall be paid to the Participant or,
in the case of the
<PAGE>
Participant's death following his termination of employment, to his
Beneficiary, as promptly as possible thereafter.
8.04. Death of Participant. If a Participant's employment with the Company
and its Affiliates terminates on account of the Participant's death, his
Beneficiary may elect, by written notice received by the Administrator within
thirty days of the Participant's death (but in all events before the Date of
Exercise), to either (i) withdraw all of the payroll deductions credited to
the Participant's account or (ii) to exercise the Option as of the Date of
Exercise and receive whole shares of Common Stock and cash representing the
value of a fractional share in accordance with Section 5.02. If the Option is
exercised, the number of shares of Common Stock issuable to the Beneficiary
shall be determined by dividing the option price into the payroll deductions
credited to the Participant's account. If timely written notice of the
Beneficiary's election is not received by the Administrator, the Beneficiary
shall be deemed to have elected to exercise the Option.
ARTICLE IX.
STOCK SUBJECT TO PLAN
9.01. Shares Issued. Upon the exercise of any Option the Company may deliver
to the Participant (or the Participant's broker if the Participant so
directs), shares of Common Stock from its authorized but unissued Common
Stock.
9.02. Aggregate Limit. The maximum aggregate number of shares of Common
Stock that may be issued under this Plan pursuant to the exercise of Options
is
<PAGE>
500,000 shares. The maximum aggregate number of shares that may be issued
under this Plan shall be subject to adjustment as provided in Article X.
9.03. Reallocation of Shares. If an Option is terminated, in whole or in
part, for any reason other than its exercise, the number of shares of Common
Stock allocated to the Option or portion thereof may be reallocated to other
Options to be granted under this Plan.
ARTICLE X.
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares as to which Options may be granted
under this Plan and the terms of outstanding Options shall be adjusted as the
Committee shall determine to be equitably required in the event that (a) the
Company (i) effects one or more stock dividends, stock split-ups, subdivisions
or consolidations of shares or (ii) engages in a transaction to which Section
424 of the Code applies or (b) there occurs any other event which, in the
judgment of the Committee necessitates such action. Any determination made
under this Article X by the Committee shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or
property, or for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment
<PAGE>
by reason thereof shall be made with respect to, the maximum number of shares
as to which Options may be granted or the terms of outstanding Options.
ARTICLE XI.
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES
No Option shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment
shall be made under this Plan except in compliance with all applicable federal
and state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a party, and the
rules of all domestic stock exchanges on which the Company's shares may be
listed. The Company shall have the right to rely on an opinion of its counsel
as to such compliance. Any share certificate issued to evidence Common Stock
for which an Option is exercised may bear such legends and statements as the
Administrator may deem advisable to assure compliance with federal and state
laws and regulations. No Option shall be exercisable, no Common Stock shall
be issued, no certificate for shares shall be delivered, and no payment shall
be made under this Plan until the Company has obtained such consent or
approval as the Administrator may deem advisable from regulatory bodies having
jurisdiction over such matters.
<PAGE>
ARTICLE XII.
GENERAL PROVISIONS
12.01. Effect on Employment and Service. Neither the adoption of this Plan,
its operation, nor any documents describing or referring to this Plan (or any
part thereof) shall confer upon any individual any right to continue in the
employ of the Company or an Affiliate or in any way affect any right and power
of the Company or an Affiliate to terminate the employment of any individual
at any time with or without assigning a reason therefor.
12.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall be
unfunded, and the Company shall not be required to segregate any assets that
may at any time be represented by grants under this Plan. Any liability of
the Company to any person with respect to any grant under this Plan shall be
based solely upon any contractual obligations that may be created pursuant to
this Plan. No such obligation of the Company shall be deemed to be secured by
any pledge of, or other encumbrance on, any property of the Company.
12.03. Rules of Construction. Headings are given to the articles and sections
of this Plan solely as a convenience to facilitate reference. The reference
to any statute, regulation, or other provision of law shall be construed to
refer to any amendment to or successor of such provision of law.
<PAGE>
ARTICLE XIII.
AMENDMENT
The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment may become effective until shareholder approval is
obtained if (i) the amendment increases the aggregate number of shares of
Common Stock that may be issued under the Plan or (ii) the amendment changes
the class of individuals eligible to become Participants. No amendment shall,
without a Participant's consent, adversely affect any rights of such
Participant under any Option outstanding at the time such amendment is made.
ARTICLE XIV.
DURATION OF PLAN
No Option may be granted under this Plan more than ten years after the
earlier of the date this Plan is adopted by the Board or the date this Plan is
approved by shareholders in accordance with Article XV. Options granted
before that date shall remain valid in accordance with their terms.
ARTICLE XV.
EFFECTIVE DATE OF PLAN
Options may be granted under this Plan upon its adoption by the Board,
provided that no Option shall be effective or exercisable unless this Plan is
approved
<PAGE>
by a majority of the votes entitled to be cast by the Company's shareholders,
voting either in person or by proxy, at a duly held shareholders' meeting at
which a quorum is present (either in person or by proxy), or by unanimous
consent of the Company's shareholders.
Exhibit 23.2
ACCOUNTANTS' CONSENT
The Stockholders and Board of Directors
InteliData Technologies Corporation:
We consent to the use of our reports dated February 5, 1996 on the financial
statements and schedule of US Order, Inc. as of December 31, 1995 and 1994,
and for each of the years in the three-year period ended December 31, 1995,
incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Washington, D.C.
November 11, 1996
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
InteliData Technologies Corporation Employee Stock Purchase Plan on Form S-8
of our report dated January 26, 1996, appearing in the Annual Report on Form
10-K of Colonial Data Technologies Corp. for the year ended December 31, 1995
incorporated by reference in Registration Statement No. 333-11081 of
InteliData Technologies Corporation on Form S-4.
DELOITTE & TOUCHE LLP
Hartford, Connecticut
November 12, 1996
