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
NON-EMPLOYEE DIRECTORS' STOCK OPTION 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, 200,000 $9.31 $1,862,000 $565.00
$.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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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 Non-Employee Directors'
Stock Option 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
II-1
<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 Non-Employee Directors' Stock
Option 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.
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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 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 Non-Employee Directors'
Stock Option 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 200,000
shares of the Company's Common Stock to be issued by the Company (the
"Shares") pursuant to the InteliData Technologies Corporation Non-Employee
Directors' Stock Option 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
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
ARTICLE I
DEFINITIONS
1.01.Administrator means the Corporate Secretary of the Company or his
designee.
1.02.Affiliate means any "subsidiary corporation" or "parent corporation" as
such terms are defined in Section 424 of the Code.
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 an Option granted to such Participant.
1.04.Award Date means the date of the Company's annual meeting of shareholders
each year beginning in 1997 and thereafter during the term of the Plan.
1.05.Board means the Board of Directors of the Company.
1.06.Code means the Internal Revenue Code of 1986, and any amendments thereto.
1.07.Common Stock means the common stock of the Company.
1.08.Company means InteliData Technologies Corporation.
1.09.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
<PAGE>
over-the-counter market as reported by the National Association of Securities
Dealers, Inc for the thirty trading days preceding the date of reference. 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 the thirty trading days
preceding the date of reference. 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.
1.10.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.
1.11.Participant means a member of the Board who, on the applicable Award
Date, is not an employee of the Company or an Affiliate and who during the
twelve month period preceding the applicable Award Date received less than
$100,000 from the Company or an Affiliate as compensation for consulting
services.
1.12.Plan means the InteliData Technologies Corporation Non-Employee
Directors' Stock Option Plan.
<PAGE>
ARTICLE II
PURPOSES
The Plan is intended to promote a greater identity of interest between
the non-employee directors of the Company and the Company's shareholders, and
to assist the Company in attracting and retaining non-employee directors by
affording Participants an opportunity to share in the future success of the
Company and its Affiliates. The Plan is intended to permit the grant of
Options. The proceeds received by the Company from the sale of Common Stock
pursuant to this Plan shall be used for general corporate purposes.
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
prescribe the form of Agreements; to adopt, amend, and rescind rules and
regulations pertaining to the administration of this 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 in
connection with the administration of this Plan shall be final and conclusive.
The Administrator shall not be liable for any act done in good faith with
respect to this Plan, any Agreement or Option. All expenses of administering
this Plan shall be borne by the Company.
<PAGE>
ARTICLE IV
OPTIONS
4.01.Option Grants. Each Participant will be awarded an Option for 6,000
shares of Common Stock on each Award Date.
4.02.Option Price. The price per share for Common Stock purchased on the
exercise of an Option shall be the Fair Market Value on the applicable Award
Date.
4.03.Vesting. A Participant's interest in an Option shall vest i.e., the
Option shall become exercisable, with respect to one-twelfth of the shares of
Common Stock subject to the Option on the first day of each of the twelve
months beginning with the first day of the month following the applicable
Award Date. Notwithstanding the preceding sentence, a Participant's interest
in an Option shall not vest with respect to any additional shares following
the date that he ceases to be a member of the Board for any reason.
4.04.Option Period The period in which an Option may be exercised is the
period beginning on the applicable Award Date and ending on the tenth
anniversary thereof. An Option may not be exercised after the end of such
period.
4.05.Exercise. Subject to the provisions of Article VI, an Option may be
exercised with respect to any number of whole shares of Common Stock for which
the Option has vested in accordance with Section 4.03. In the event of the
Participant's death, the Option may be exercised by the Participant's estate
or by such person or persons who succeed to the Participant's rights by will
or the laws of descent and distribution at any time during the period
preceding the expiration of the Option under Section 4.04, but only with
respect to all or part of the remaining shares that vested in accordance with
Section 4.03. A partial exercise of an
<PAGE>
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 whole shares subject to the Option with respect to which the Option
has vested in accordance with Section 4.03.
4.06.Payment of Option Price. Payment of the Option price shall be made in
cash, a cash equivalent acceptable to the Administrator or by surrender of
shares of Common Stock. The Fair Market Value (determined as of the day
preceding the date of exercise) of any Common Stock surrendered and any cash
or cash equivalent paid in connection with the exercise of an Option must not
be less than the Option price for the number of shares for which the Option is
being exercised.
4.07.Shareholder Rights. No Participant shall have any rights as a
shareholder with respect to shares subject to his or her Option until such
Option is exercised and the option price is received by the Company.
4.08.Stock Subject to Options. Upon the exercise of any Option, the Company
may deliver to the Participant (or the Participant's broker if the Participant
so directs), shares from its previously authorized but unissued Common Stock.
The maximum aggregate number of shares of Common Stock that may be issued
pursuant to the exercise of Options under this Plan is 200,000 shares, subject
to adjustment as provided in Article V.
<PAGE>
ARTICLE V
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The number of shares for which Options may be granted under Article IV
(both individually and in the aggregate), and the terms of outstanding Options
shall be adjusted as the Administrator 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 described in Section 424 of the Code or (b) there
occurs any other event which in the judgment of the Administrator necessitates
such action. Any determination made under this Article V by the Administrator
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 number of shares for which Options may be granted
under Article IV (either individually or in the aggregate), or outstanding
Options.
ARTICLE VI
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, except in
compliance with all applicable federal and state laws and regulations
(including, without limitation where applicable, withholding tax
<PAGE>
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 and no certificate for shares shall be delivered until the Company
has obtained such consent or approval as the Administrator may deem advisable
from regulatory bodies having jurisdiction over such matters.
ARTICLE VII
GENERAL PROVISIONS
7.01.Effect on 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 Participant any right to continue service as a member of the
Board.
7.02.Unfunded Plan. The Plan shall be unfunded and the Company shall not be
required to segregate any asset 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 or Affiliates.
<PAGE>
7.03.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.
7.04.Nontransferability. A Participant may not transfer or assign any rights
he or she has under this Plan other than by will or the laws of descent and
distribution. During the lifetime of the Participant to whom an Option is
granted, the Option may be exercised only by the Participant. No right or
interest of a Participant under this Plan shall be liable for, or subject to,
any lien, obligation, or liability of such Participant.
ARTICLE VIII
AMENDMENT AND TERMINATION
The Board may amend or terminate this Plan at any time and from time to
time; provided, however, that no amendment may become effective until
shareholder approval is obtained if the amendment (a) materially increases the
aggregate number of shares of Common Stock that may be issued pursuant to the
Plan, (b) materially increases the benefits accruing to Participants under the
Plan or (c) materially changes the class of individuals who may become
participants. Neither an amendment nor the termination of this Plan shall,
without a Participant's consent, adversely affect any rights of such
Participant under any Option outstanding at the time of such amendment or
termination.
<PAGE>
ARTICLE IX
DURATION OF PLAN
Subject to Section 4.08, no Options may be granted under this Plan after
the Award Date in 2006. Options granted on or before that date shall remain
valid in accordance with their terms.
ARTICLE X
EFFECTIVE DATE OF PLAN
This Plan will be effective upon its approval by a majority of the votes
entitled to be cast by the shareholders of the Company, voting either in
person or by proxy, at a duly held shareholders' meeting or by the 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 Non-Employee Directors' Stock Option 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
