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
STOCK INCENTIVE 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, 1,500,000 $9.31 $13,965,000 $4,232
$.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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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 Stock Incentive 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 Stock Incentive 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");
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<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.
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<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 Amended and Restated Certificate of
Incorporation of the Company (filed as Exhibit 3.1 to the
Company's Registration Statement on Form S-4, File No.
333-11081, and incorporated herein by reference) and
Section 7.02 of the Bylaws of the Company (filed as Exhibit
3.2 to the Company's Registration Statement on Form S-4,
File No. 333-11081, and incorporated herein by reference).
5.1 Opinion of Hunton & Williams as to the legality of the
securities being registered.
10.1 InteliData Technologies Corporation Stock Incentive 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 1,500,000
shares of the Company's Common Stock to be issued by the Company (the
"Shares") pursuant to the InteliData Technologies Corporation Stock Incentive
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
1996 INCENTIVE PLAN
<PAGE>
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
1.01. Administrator . . . . . . . . . . . 1
1.02. Affiliate . . . . . . . . . . . . . 1
1.03. Agreement . . . . . . . . . . . . . 1
1.04. Board . . . . . . . . . . . . . . . 1
1.05. Code. . . . . . . . . . . . . . . . 1
1.06. Committee . . . . . . . . . . . . . 1
1.07. Common Stock. . . . . . . . . . . . 1
1.08. Company . . . . . . . . . . . . . . 1
1.09. Corresponding SAR . . . . . . . . . 1
1.10. Exchange Act. . . . . . . . . . . . 1
1.11. Fair Market Value . . . . . . . . . 2
1.12. Incentive Award . . . . . . . . . . 2
1.13. Initial Value . . . . . . . . . . . 3
1.14. Option. . . . . . . . . . . . . . . 3
1.15. Participant . . . . . . . . . . . . 3
1.16. Plan. . . . . . . . . . . . . . . . 3
1.17. SAR . . . . . . . . . . . . . . . . 3
1.18. Stock Award . . . . . . . . . . . . 3
1.19. Ten Percent Shareholder . . . . . . 4
ARTICLE II PURPOSES. . . . . . . . . . . . . . 4
ARTICLE III ADMINISTRATION. . . . . . . . . . . 5
ARTICLE IV ELIGIBILITY . . . . . . . . . . . . 6
ARTICLE V STOCK SUBJECT TO PLAN
5.01. Shares Issued . . . . . . . . . . . 7
5.02. Aggregate Limit . . . . . . . . . . 7
5.03. Reallocation of Shares. . . . . . . 7
ARTICLE VI OPTIONS
6.01. Award . . . . . . . . . . . . . . . 8
6.02. Option Price. . . . . . . . . . . . 8
6.03. Maximum Option Period . . . . . . . 9
6.04. Nontransferability. . . . . . . . . 9
6.05. Transferable Options. . . . . . . . 9
6.06. Employee Status . . . . . . . . . . 10
6.07. Exercise. . . . . . . . . . . . . . 10
6.08. Payment . . . . . . . . . . . . . . 11
6.09. Installment Payment . . . . . . . . 11
6.10. Shareholder Rights. . . . . . . . . 12
6.11. Disposition of Stock. . . . . . . . 13
ARTICLE VII SARS
7.01. Award . . . . . . . . . . . . . . . 13
7.02. Maximum SAR Period. . . . . . . . . 13
7.03. Nontransferability. . . . . . . . . 14
7.04. Transferable SARs . . . . . . . . . 14
7.05. Exercise. . . . . . . . . . . . . . 15
7.06. Employee Status.. . . . . . . . . . 15
7.07. Settlement. . . . . . . . . . . . . 15
7.08. Shareholder Rights. . . . . . . . . 16
ARTICLE VIII STOCK AWARDS
8.01. Award.. . . . . . . . . . . . . . . 16
8.02. Vesting.. . . . . . . . . . . . . . 16
8.03. Performance Objectives. . . . . . . 17
8.04. Employee Status.. . . . . . . . . . 17
8.05. Shareholder Rights. . . . . . . . . 17
ARTICLE IX INCENTIVE AWARDS
9.01. Award.. . . . . . . . . . . . . . . 18
9.02. Terms and Conditions. . . . . . . . 18
9.03. Nontransferability. . . . . . . . . 19
9.04. Transferable Incentive Awards . . . 19
9.05. Employee Status . . . . . . . . . . 20
9.06. Shareholder Rights. . . . . . . . . 20
ARTICLE X ADJUSTMENT UPON CHANGE IN COMMON
STOCK . . . . . . . . . . . . . . . 20
ARTICLE XI COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES . . . 22
ARTICLE XII GENERAL PROVISIONS
12.01. Effect on Employment and Service. . 23
12.02. Unfunded Plan.. . . . . . . . . . . 23
12.03. Rules of Construction.. . . . . . . 23
ARTICLE XIII AMENDMENT . . . . . . . . . . . . . 24
<PAGE>
ARTICLE XIV DURATION OF PLAN. . . . . . . . . . 24
ARTICLE XV EFFECTIVE DATE OF PLAN. . . . . . . 25
<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
1996 INCENTIVE 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" or "parent" corporation (within the
meaning of Section 424 of the Code) of the Company.
1.03. Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of a Stock Award, an Incentive Award or an Option or SAR
granted to such Participant.
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.
1.07. Common Stock means the common stock of the Company.
1.08. Company means InteliData Technologies Corporation.
1.09. Corresponding SAR means an SAR that is granted in relation to a
particular Option and that can be exercised only upon the surrender to the
Company, unexercised, of that portion of the Option to which the SAR relates.
1.10. Exchange Act means the Securities Exchange Act of 1934, as amended and
as in effect on the date of this Agreement.
<PAGE>
1.11. 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.
(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. 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.
1.12. Incentive Award means an award which, subject to such terms and
conditions as may be prescribed by the Administrator, entitles the Participant
to receive a cash payment from the Company or an Affiliate.
<PAGE>
1.13. Initial Value means, with respect to an SAR, the Fair Market Value of
one share of Common Stock on the date of grant.
1.14. Option means a stock option that entitles the holder to purchase from
the Company a stated number of shares of Common Stock at the price set forth
in an Agreement.
1.15. Participant means an employee of the Company or an Affiliate, including
an employee who is a member of the Board, or an individual who provides
services to the Company or an Affiliate, who satisfies the requirements of
Article IV and is selected by the Administrator to receive a Stock Award, an
Option, an SAR, an Incentive Award or a combination thereof.
1.16. Plan means the InteliData Technologies Corporation 1996 Incentive Plan.
1.17. SAR means a stock appreciation right that in accordance with the terms
of an Agreement entitles the holder to receive, with respect to each share of
Common Stock encompassed by the exercise of such SAR, the amount determined
by the Administrator and specified in an Agreement. In the absence of such a
determination, the holder shall be entitled to receive, with respect to each
share of Common Stock encompassed by the exercise of such SAR, the excess of
the Fair Market Value on the date of exercise over the Initial Value.
References to "SARs" include both Corresponding SARs and SARs granted
independently of Options, unless the context requires otherwise.
1.18. Stock Award means Common Stock awarded to a Participant under
Article VIII.
<PAGE>
1.19. Ten Percent Shareholder means any individual owning more than ten
percent (10%) of the total combined voting power 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 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.
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 both Options
qualifying under Section 422 of the Code ("incentive stock options") and
Options not so qualifying, and the grant of SARs, Stock Awards and Incentive
Awards. No Option that is intended to be an incentive stock option shall be
invalid for failure to qualify as an incentive stock option. 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 authority to grant Stock Awards, Incentive Awards, Options and SARs
upon such terms (not inconsistent with the provisions of this Plan) as the
Administrator may consider appropriate. Such terms may include conditions (in
addition to those contained in this Plan) on the exercisability of all or any
part of an Option or SAR or on the transferability or forfeitability of a
Stock Award or Incentive Award. Notwithstanding any such conditions, the
Administrator may, in its discretion, accelerate the time at which any Option
or SAR may be exercised, or the time at which a Stock Award may become
transferable or nonforfeitable or the time at which an Incentive Award may be
settled. In addition, the Administrator shall have complete authority to
interpret all provisions of this Plan; to prescribe the form of Agreements; 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 Agreement, Option,
<PAGE>
SAR, Stock Award or Incentive Award. 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.
ARTICLE IV
ELIGIBILITY
Any employee of the Company or an Affiliate (including a corporation
that becomes an Affiliate after the adoption of this Plan) or a person who
provides services to 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 if the Administrator, in its sole discretion,
determines that such person has contributed significantly or can be expected
to contribute significantly to the profits or growth of the Company or an
Affiliate. Directors of the Company who are employees of the Company or an
Affiliate may be selected to participate in this Plan. A member
of the Committee may not receive an award or grant under this Plan during the
period that he is a member of the Committee.
<PAGE>
ARTICLE V
STOCK SUBJECT TO PLAN
5.01. Shares Issued. Upon the award of shares of Common Stock pursuant to
a Stock Award the Company may issue shares of Common Stock from its authorized
but unissued Common Stock. Upon the exercise of any Option or SAR 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.
5.02. Aggregate Limit. The maximum aggregate number of shares of Common
Stock that may be issued under this Plan pursuant to the exercise of SARs and
Options and the grant of Stock Awards is 1,500,000 shares. The maximum
aggregate number of shares that may be issued under this Plan as Stock Awards
is 250,000 shares. The maximum aggregate number of shares that may be issued
under this Plan and the maximum number of shares that may be issued as Stock
Awards shall be subject to adjustment as provided in Article X.
5.03. Reallocation of Shares. If an Option is terminated, in whole or in
part, for any reason other than its exercise or the exercise of a
Corresponding SAR that is settled with Common Stock, the number of shares of
Common Stock allocated to the Option or portion thereof may be reallocated to
other Options, SARs and Stock Awards to be granted under this Plan. If an SAR
is terminated, in whole or in part, for any reason other than its exercise or
the exercise of a related Option, the number of shares of Common Stock
allocated to the SAR or portion thereof may be
<PAGE>
reallocated to other Options, SARs and Stock Awards to be granted under this
Plan. If a Stock Award is terminated, in whole or in part, on account of the
forfeiture of the shares, the number of shares of Common Stock forfeited may
be reallocated to
other Options, SARs and Stock Awards to be granted under this Plan.
ARTICLE VI
OPTIONS
6.01. Award. In accordance with the provisions of Article IV, the
Administrator will designate each individual to whom an Option is to be
granted and will specify the number of shares of Common Stock covered by such
awards; provided, however, that no individual may be granted Options in any
calendar year covering more than 250,000 shares of Common Stock.
6.02. Option Price. The price per share for Common Stock purchased on the
exercise of an Option shall be determined by the Administrator on the date of
grant; provided, however, that the price per share for Common Stock purchased
on the exercise of any Option shall not be less than eighty-five percent (85%)
of the Fair Market Value on the date the Option is granted. Notwithstanding
the preceding sentence, the price per share for Common Stock purchased on the
exercise of any Option that is an incentive stock option shall not be less
than the Fair Market Value on the date the Option is granted or, in the case
of an incentive stock option granted to an individual who is a Ten Percent
Shareholder on the date such option is granted,
<PAGE>
shall not be less than one hundred ten percent (110%) of the Fair Market Value
on the date the Option is granted.
6.03. Maximum Option Period. The maximum period in which an Option may
be exercised shall be determined by the Administrator on the date of grant,
except that no Option that is an incentive stock option shall be exercisable
after the expiration of ten years from the date such Option was granted. In
the case of an incentive stock option that is granted to a Participant who is
a Ten Percent Shareholder on the date of grant, such Option shall not be
exercisable after the expiration of five years from the date of grant. The
terms of any Option that is an incentive stock option may provide that it is
exercisable for a period less than such maximum period.
6.04. Nontransferability. Except as provided in Section 6.05, each Option
granted under this Plan shall be nontransferable except by will or by the laws
of descent and distribution. In the event of any such transfer, the Option
and any Corresponding SAR that relates to such Option must be transferred to
the same person or persons or entity or entities. 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.
6.05. Transferable Options. Section 6.04 to the contrary notwithstanding, if
the Agreement provides, an Option that is not an incentive stock option may be
transferred by a Participant to, by way of example and not of limitation, the
<PAGE>
Participant's children, grandchildren, spouse, one or more trusts for the
benefit of such family members or a partnership in which such family members
are partners; provided, however, that any such transferee may not transfer
such Option other than by will or the laws of descent and distribution. The
holder of an Option transferred pursuant to this section shall be bound by the
same terms and conditions that governed the Option during the period that it
was held by the Participant. In the event of any such transfer, the Option
and any Corresponding SAR that relates to such Option must be transferred to
the same person or persons or entity or entities.
6.06. Employee Status. For purposes of determining the applicability of Sec-
tion 422 of the Code (relating to incentive stock options), or in the event
that the terms of any Option provide that it may be exercised only during
employment or within a specified period of time after termination of
employment, 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.
6.07. Exercise. Subject to the provisions of this Plan and the applicable
Agreement, an Option may be exercised in whole at any time or in part from
time to time at such times and in compliance with such requirements as the
Administrator shall determine; provided, however, that incentive stock options
(granted under the Plan and all plans of the Company and its Affiliates) may
not be first exercisable in a calendar year for stock having a Fair Market
(determined as of the date an Option is granted) exceeding $100,000. An
Option granted under this Plan may be
<PAGE>
exercised with respect to any number of whole shares less than the full number
for which the Option could be exercised. A partial exercise of an Option
shall not affect the right to exercise the Option from time to time in
accordance with this Plan and the applicable Agreement with respect to the
remaining shares subject to the Option. The exercise of an Option shall
result in the termination of any Corresponding SAR to the extent of the number
of shares with respect to which the Option is exercised.
6.08. Payment. Unless otherwise provided by the Agreement, payment of the
Option price shall be made in cash or a cash equivalent acceptable to the
Administrator. If the Agreement provides, payment of all or part of the
Option price may be made by surrendering shares of Common Stock to the
Company. If Common Stock is used to pay all or part of the Option price, the
sum of the cash and cash equivalent and the Fair Market Value (determined as
of the day preceding the date of exercise) of the shares surrendered must not
be less than the Option price of the shares for which the Option is being
exercised.
6.09. Installment Payment. If the Agreement provides, and if the Participant
is employed by the Company on the date the Option is exercised, payment of all
or part of the Option price may be made in installments. In that event the
Company shall lend the Participant an amount equal to not more than ninety
percent (90%) of the Option price of the shares acquired by the exercise of
the Option. This amount shall be evidenced by the Participant's promissory
note and shall be payable in not more than five equal annual installments,
unless the amount of the loan exceeds the maximum loan value for the shares
purchased, which value shall be established from
<PAGE>
time to time by regulations of the Board of Governors of the Federal Reserve
System. In that event, the note shall be payable in equal quarterly
installments over a period of time not to exceed five years. The
Administrator, however, may vary such terms and make such other provisions
concerning the unpaid balance of such purchase price in the case of hardship,
subsequent termination of employment, absence on military or government
service, or subsequent death of the Participant as in its discretion are
necessary or advisable in order to protect the Company, promote the purposes
of the Plan and comply with regulations of the Board of Governors of the
Federal Reserve System relating to securities credit transactions.
The Participant shall pay interest on the unpaid balance at the minimum
rate necessary to avoid imputed interest or original issue discount under the
Code. All shares acquired with cash borrowed from the Company shall be pledged
to the Company as security for the repayment thereof. In the discretion of
the Administrator, shares of stock may be released from such pledge
proportionately as payments on the note (together with interest) are made,
provided the release of such shares complies with the regulations of the
Federal Reserve System relating to securities credit transactions then
applicable. While shares are so pledged, and so long as there has been no
default in the installment payments, such shares shall remain registered in
the name of the Participant, and he shall have the right to vote such shares
and to receive all dividends thereon.
6.10. Shareholder Rights. No Participant shall have any rights as a
shareholder with respect to shares subject to his Option until the date of
exercise of such Option.
<PAGE>
6.11. Disposition of Stock. A Participant shall notify the Company of any
sale or other disposition of Common Stock acquired pursuant to an Option that
was an incentive stock option if such sale or disposition occurs (i) within
two years of the grant of an Option or (ii) within one year of the issuance of
the Common Stock to the Participant. Such notice shall be in writing and
directed to the Secretary of the Company.
ARTICLE VII
SARS
7.01. Award. In accordance with the provisions of Article IV, the
Administrator will designate each individual to whom SARs are to be granted
and will specify the number of shares covered by such awards; provided,
however, that no individual may be granted SARs in any calendar year covering
more than 250,000 shares. For purposes of the preceding sentence, an Option
and Corresponding SAR shall be treated as a single award. In addition no
Participant may be granted Corresponding SARs (under all incentive stock
option plans of the Company and its Affiliates) that are related to incentive
stock options which are first exercisable in any calendar year for stock
having an aggregate Fair Market Value (determined as of the date the
related Option is granted) that exceeds $100,000.
7.02. Maximum SAR Period. The maximum period in which an SAR may be
exercised shall be determined by the Administrator on the date of grant,
except that no Corresponding SAR that is related to an incentive stock option
shall be exercisable after the expiration of ten years from the date such
related Option was
<PAGE>
granted. In the case of a Corresponding SAR that is related to an incentive
stock option granted to a Participant who is a Ten Percent Shareholder, such
Corresponding SAR shall not be exercisable after the expiration of five years
from the date such related Option was granted. The terms of any Corresponding
SAR that is related to an incentive stock option may provide that it is
exercisable for a period less than such maximum period.
7.03. Nontransferability. Except as provided in Section 7.04, each SAR
granted under this Plan shall be nontransferable except by will or by the laws
of descent and distribution. In the event of any such transfer, a
Corresponding SAR and the related Option must be transferred to the same
person or persons or entity or entities. During the lifetime of the
Participant to whom the SAR is granted, the SAR may be exercised only by the
Participant. No right or interest of a Participant in any SAR shall be liable
for, or subject to, any lien, obligation, or liability of such Participant.
7.04. Transferable SARs. Section 7.03 to the contrary notwithstanding, if
the Agreement provides, an SAR that is not related to an incentive stock
option may be transferred by a Participant to, by way of example and not of
limitation, the Participant's children, grandchildren, spouse, one or more
trusts for the benefit of such family members or a partnership in which such
family members are partners; provided, however, that any such transferee may
not transfer such SAR other than by will or the laws of descent and
distribution. In the event of any such transfer, a Corresponding SAR and the
related Option must be transferred to the same person or person or entity or
entities. The holder of an SAR transferred pursuant to this
<PAGE>
section shall be bound by the same terms and conditions that governed the SAR
during the period that it was held by the Participant.
7.05. Exercise. Subject to the provisions of this Plan and the applicable
Agreement, an SAR may be exercised in whole at any time or in part from time
to time at such times and in compliance with such requirements as the
Administrator shall determine; provided, however, that a Corresponding SAR
that is related to an incentive stock option may be exercised only to the
extent that the related Option is exercisable and only when the Fair Market
Value exceeds the option price of the related Option. An SAR granted under
this Plan may be exercised with respect to any number of whole shares less
than the full number for which the SAR could be exercised. A partial exercise
of an SAR shall not affect the right to exercise the SAR from time to time in
accordance with this Plan and the applicable Agreement with respect to the
remaining shares subject to the SAR. The exercise of a Corresponding SAR
shall result in the termination of the related Option to the extent
of the number of shares with respect to which the SAR is exercised.
7.06. Employee Status. If the terms of any SAR provide that it may be
exercised only during employment or within a specified period of time after
termination of employment, 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.
7.07. Settlement. At the Administrator's discretion, the amount payable as a
result of the exercise of an SAR may be settled in cash, Common Stock, or a
<PAGE>
combination of cash and Common Stock. No fractional share will be deliverable
upon the exercise of an SAR but a cash payment will be made in lieu thereof.
7.08. Shareholder Rights. No Participant shall, as a result of receiving an
SAR award, have any rights as a shareholder of the Company or any Affiliate
until the date that the SAR is exercised and then only to the extent that the
SAR is settled by the issuance of Common Stock.
ARTICLE VIII
STOCK AWARDS
8.01. Award. In accordance with the provisions of Article IV, the
Administrator will designate each individual to whom a Stock Award is to be
made and will specify the number of shares of Common Stock covered by such
awards; provided, however, that no Participant may receive Stock Awards in any
calendar year for more than 60,000 shares of Common Stock.
8.02. Vesting. The Administrator, on the date of the award, may prescribe
that a Participant's rights in the Stock Award shall be forfeitable or
otherwise restricted for a period of time or subject to such conditions as may
be set forth in the Agreement. If a Stock Award granted after 1997 is not
nonforfeitable and transferable upon its grant, the period of restriction
shall be at least three years; provided, however, that the minimum period of
restriction shall be at least one year in the case of a Stock Award that will
become transferable and nonforfeitable on account of the satisfaction of
performance objectives prescribed by the Administrator.
<PAGE>
8.03. Performance Objectives. In accordance with Section 8.02, the
Administrator may prescribe that Stock Awards will become vested or
transferable or both based on objectives stated with respect to the Company's,
an Affiliate's or an operating Unit's return on equity, earnings per share,
total earnings, earnings growth, return on capital, return on assets, or Fair
Market Value. If the Administrator, on the date of award, prescribes that a
Stock Award shall become nonforfeitable and transferable only upon the
attainment of performance objectives stated with respect to one or more of the
foregoing criteria, the shares subject to such Stock Award shall become
nonforfeitable and transferable only to the extent that the Administrator
certifies that such objectives have been achieved.
8.04. Employee Status. In the event that the terms of any Stock Award
provide that shares may become transferable and nonforfeitable thereunder only
after completion of a specified period of employment, the Administrator may
decide in each case 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.
8.05. Shareholder Rights. Prior to their forfeiture (in accordance with the
applicable Agreement and while the shares of Common Stock granted pursuant to
the Stock Award may be forfeited or are nontransferable), a Participant will
have all rights of a shareholder with respect to a Stock Award, including the
right to receive dividends and vote the shares; provided, however, that during
such period (i) a Participant may not sell, transfer, pledge, exchange,
hypothecate, or otherwise
<PAGE>
dispose of shares of Common Stock granted pursuant to a Stock Award, (ii) the
Company shall retain custody of the certificates evidencing shares of Common
Stock granted pursuant to a Stock Award, and (iii) the Participant will
deliver to the Company a stock power, endorsed in blank, with respect to each
Stock Award. The limitations set forth in the preceding sentence shall not
apply after the shares of Common Stock granted under the Stock Award are
transferable and are no longer forfeitable.
ARTICLE IX
INCENTIVE AWARDS
9.01. Award. The Administrator shall designate Participants to whom
Incentive Awards are made for annual incentive payments. All Incentive Awards
shall be finally determined exclusively by the Administrator under the
procedures established by the Administrator; provided, however, that no
Participant may receive an Incentive Award payment in any calendar year that
exceeds the lesser of (i) 75% of the Participant's base salary (prior to any
salary reduction or deferral elections) as of the date of grant of the
Incentive Award or (ii) $350,000.
9.02. Terms and Conditions. The Administrator, at the time an Incentive
Award is made, shall specify the terms and conditions which govern the award.
Such terms and conditions shall prescribe that the Incentive Award shall be
earned only to the extent that the Company, an Affiliate or an operating unit,
during a performance period of at least one year, achieves objectives based on
the Company's return on equity, earnings per share, total earnings, earnings
growth, return on capital, return
<PAGE>
on assets or Fair Market Value. Such terms and conditions also may include
other limitations on the payment of Incentive Awards including, by way of
example and not of limitation, requirements that the Participant complete a
specified period of employment with the Company or an Affiliate or that the
Company, an Affiliate, or the Participant attain stated objectives or goals
(in addition to those prescribed in accordance with the preceding sentence) as
a prerequisite to payment under an Incentive Award. The Administrator, at the
time an Incentive Award is made, shall also specify when amounts shall be
payable under the Incentive Award and whether amounts shall be payable in the
event of the Participant's death, disability, or
retirement.
9.03. Nontransferability. Except as provided in Section 9.04, Incentive
Awards granted under this Plan shall be nontransferable except by will or by
the laws of descent and distribution. No right or interest of a Participant
in an Incentive Award shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.
9.04. Transferable Incentive Awards. Section 9.03 to the contrary
notwithstanding, if the Agreement provides, an Incentive Award may be
transferred by a Participant to, by way of example and not of limitation, the
Participant's children, grandchildren, spouse, one or more trusts for the
benefit of such family members or a partnership in which such family members
are partners; provided, however, that any such transferee may not transfer
such Incentive Award other than by will or the laws of descent and
distribution. The holder of an Incentive Award transferred pursuant to this
section shall be bound by the same terms and conditions
<PAGE>
that governed the Incentive Award during the period that it was held by the
Participant.
9.05. Employee Status. If the terms of an Incentive Award provide that a
payment will be made thereunder only if the Participant completes a stated
period of employment, 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.
9.06. Shareholder Rights. No Participant shall, as a result of receiving an
Incentive Award, have any rights as a shareholder of the Company or any
Affiliate on account of such award.
ARTICLE X
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares as to which Options, SARs and Stock
Awards may be granted under this Plan, the terms of outstanding Stock Awards,
Options, and SARs, and the per individual limitations on the number of shares
or for which Options, SARs, and Stock Awards may be granted, 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
<PAGE>
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 by reason thereof shall be
made with respect to, the maximum number of shares as to which Options, SARs
and Stock Awards may be granted, the per individual limitations on the number
of shares for which Options, SARs and Stock Awards may be granted or the terms
of outstanding Stock Awards, Options or SARs.
The Committee may make Stock Awards and may grant Options and SARs
in substitution for performance shares, phantom shares, stock awards, stock
options, stock appreciation rights, or similar awards held by an individual
who becomes an employee of the Company or an Affiliate in connection with a
transaction described in the first paragraph of this Article X.
Notwithstanding any provision of the Plan (other than the limitation of
Section 5.02), the terms of such substituted Stock Awards or Option or SAR
grants shall be as the Committee, in its discretion, determines is
appropriate.
<PAGE>
ARTICLE XI
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES
No Option or SAR 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
when a Stock Award is granted or for which an Option or SAR 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 or
SAR shall be exercisable, no Stock Award shall be granted, 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 or service 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 or
service 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, (ii) the amendment changes the
class of individuals eligible to become Participants or (iii) the amendment
materially increases the benefits that may be provided under the Plan. No
amendment shall, without a Participant's consent, adversely affect any rights
of such Participant under any outstanding Stock Award, Option, SAR or
Incentive Award outstanding at the time such amendment is made.
ARTICLE XIV
DURATION OF PLAN
No Stock Award, Option, SAR or Incentive Award 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. Stock Awards, Options, SARs and Incentive Awards
granted before that date shall remain valid in accordance with their terms.
<PAGE>
ARTICLE XV
EFFECTIVE DATE OF PLAN
Options, SARs and Incentive Awards may be granted under this Plan upon
its adoption by the Board, provided that no Option, SAR or Incentive Award
shall be effective or exercisable unless this Plan is approved by a majority
of the votes 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 (in
person or by proxy), or by unanimous consent of the Company's shareholders
within twelve months of such adoption. Stock Awards may be granted under this
Plan upon the later of its adoption by the Board or its approval by
shareholders in accordance with the preceding sentence.
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 Stock Incentive 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
