SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INTELIDATA TECHNOLOGIES CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
( ) Fee paid previously with preliminary materials:
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously.
(1) Amount Previously Paid:
(2) Form, Schedule, or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
April 24, 1997
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of
InteliData Technologies Corporation to be held on Wednesday, May 21, 1997 at
9:00 a.m. at the Days Inn located at 2200 Centreville Road, Herndon, Virginia
20170. Enclosed are a proxy statement and a form of proxy.
At this meeting we will ask the Stockholders: (i) to elect two Class I
Directors to serve until the 2000 Annual Meeting; and (ii) to ratify the
selection of Deloitte & Touche LLP as the Company's independent public
accountants for the year ending December 31, 1997.
We value your participation by voting your shares on matters that come
before the meeting. Please follow the instructions on the enclosed proxy to
ensure representation of your shares at the meeting.
Sincerely,
William F. Gorog
Chairman of the Board
<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 1997
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of InteliData Technologies Corporation
(the "Company") will be held on Wednesday, May 21, 1997 at the Days Inn, 2200
Centreville Road, Herndon, Virginia 20170 at 9:00 a.m. local time, for the
following purposes:
1. To elect two Class I members of the Board of Directors (Proposal 1);
2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Company for the year ending December 31, 1997
(Proposal 2); and
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Only holders of record of the Company's Common Stock at the close of
business on April 1, 1997, the record date fixed by the Company's Board of
Directors, are entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors,
Albert N. Wergley
Vice President and Secretary
Herndon, Virginia
April 24, 1997
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE. YOU MAY, IF YOU
WISH, REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED.
<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
13100 Worldgate Drive, Suite 600
Herndon, Virginia 20170
PROXY STATEMENT
For the Annual Meeting of Stockholders
to be held May 21, 1997
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished to stockholders in connection with the
solicitation by the Board of Directors of InteliData Technologies Corporation
("InteliData" or the "Company") of proxies in the accompanying form for use at
the Annual Meeting of Stockholders of the Company to be held at the Days Inn,
2200 Centreville Road, Herndon, Virginia 20170, at 9:00 a.m. on Wednesday, May
21, 1997, and at any adjournment thereof. If a proxy in the accompanying form is
duly executed and returned, the shares represented thereby will be voted at the
Annual Meeting and, where a choice is specified, will be voted in accordance
with the specification made. Any stockholder who gives a proxy may revoke it at
any time before it is exercised by giving a later proxy, by attending the
meeting and voting in person, or by giving notice of revocation to the Company's
Secretary.
The Annual Meeting has been called for the following purposes: (1) to elect
two Class I members of the Board of Directors; (2) to ratify the selection of
Deloitte & Touche LLP as the Company's independent auditors to audit the
financial statements of the Company for fiscal year 1997; and (3) to transact
such other business as may properly come before the meeting or any adjournment
thereof. Only holders of record of the Company's Common Stock at the close of
business on April 1, 1997, the record date fixed by the Company's Board of
Directors, are entitled to notice of and to vote at the Annual Meeting. This
proxy statement and the attached form of proxy are first being sent or given to
stockholders on or about April 24, 1997.
If the enclosed form of proxy is properly executed and returned to the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked therein.
Executed but unmarked proxies will be voted FOR the election of the Company's
two nominees to the Board of Directors and FOR the ratification of Deloitte &
Touche LLP as the Company's auditors.
The Company's capital stock consists of a single class of Common Stock, par
value $0.001 per share, of which 31,831,850 shares were outstanding and entitled
to vote at the close of business on April 1, 1997.
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares of Common Stock entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the Annual Meeting, but if a
quorum should not be present, the meeting
<PAGE>
may be adjourned from time to time until a quorum is obtained. Stockholders'
votes will be tabulated by persons appointed by the Board of Directors to act as
inspectors of election for the Annual Meeting. The affirmative vote of a
majority of the shares present or represented and entitled to vote at the
Meeting is required to approve each proposal, other than the election of
directors which requires a plurality of the shares voted affirmatively or
negatively at the Annual Meeting. With respect to the tabulation of votes on any
matter, abstentions are treated as votes against a proposal, while broker
non-votes have no effect on the vote.
A copy of the annual report to stockholders for the fiscal year ended
December 31, 1996 accompanies this Proxy Statement, but does not constitute a
part hereof. The Company is required to file an annual report on Form 10-K for
its 1996 fiscal year with the Securities and Exchange Commission ("SEC").
Stockholders may obtain, free of charge, a copy of the Form 10-K by writing:
InteliData Technologies Corporation, 13100 Worldgate Drive, Suite 600, Herndon,
Virginia 20170, Attention: Investor Relations.
On November 7, 1996, US Order, Inc. ("US Order") and Colonial Data
Technologies Corp. ("Colonial Data") merged into InteliData (the "Merger")
pursuant to an Agreement and Plan of Merger, dated as of August 5, 1996 (the
"Merger Agreement"). In the Merger, each common stockholder of US Order or of
Colonial Data received one share of the Company's common stock for each share of
US Order or Colonial Data common stock held. The Company also assumed certain of
US Order's and Colonial Data's employee benefit and stock incentive plans. Where
information is provided as of a date or period prior to November 7, 1996, such
information is provided with respect to US Order or Colonial Data, as
appropriate.
The Merger Agreement also provides that between six and nine months from
the date of the Merger, there would be a management succession in which Robert
J. Schock would step down as the Company's Chief Executive Officer and that John
C. Backus, Jr., the Company's President and Chief Operating Officer, would
become Chief Executive Officer. In accordance with the Merger Agreement, this
succession would occur between May and August, 1997.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information as of April 1, 1997, regarding
beneficial ownership of the Company's Common Stock by (i) each person who is
known to the Company to own beneficially more than five percent of the Company's
Common Stock, (ii) each director and each nominee for election as a director of
the Company, (iii) each executive officer named in the Summary Compensation
Table (the "Named Executive Officers") set forth in this Proxy Statement, and
(iv) all current directors and executive officers of the Company as a group. The
information on beneficial ownership in the table and the footnotes thereto is
based upon the Company's records and the most recent Schedule 13D or 13G filed
by each such person or entity and information supplied to the Company by such
person or entity. Unless otherwise indicated, each person has sole voting power
and sole investment power with respect to the shares shown. Under the proxy
rules of the Securities and Exchange Commission, a person who directly or
<PAGE>
indirectly has or shares voting power or investment power with respect to a
security is considered a beneficial owner of the security. Voting power is the
power to vote or direct the voting of securities, and investment power is the
power to dispose of or direct the disposition of securities. Securities as to
which voting power or investment power may be acquired within 60 days are also
considered as beneficially owned under the proxy rules.
<TABLE>
<CAPTION>
OWNERSHIP OF COMMON STOCK
Name of Stockholder Beneficial Ownership
- ------------------- --------------------------------
Number of
Shares Percent
------ -------
<S> <C> <C>
WorldCorp, Inc. 9,179,273 <F1> 28.8%
13873 Park Center Road
Suite 490
Herndon, Virginia 22071
Morgan Stanley Group Inc. 1,791,950 <F2> 5.6%
1585 Broadway
New York, New York 10036
John C. Backus, Jr. 771,104 <F3> 2.4%
Robert J. Schock 710,515 <F4> 2.2%
William F. Gorog 481,212 <F5> 1.5%
Timothy R. Welles 60,000 <F6> *
Walter M. Fiederowicz 50,916 <F7> *
Patrick F. Graham 14,248 <F8> *
Joseph E. Smith 13,174 <F9> *
T. Coleman Andrews, III 11,500 <F10> *
L. William Seidman 8,916 <F11> *
Wesley C. Tallman -- *
Directors and Executive Officers
as a Group (12 persons) 2,144,166 <F12> 6.5%
<FN>
- ---------------
<F1> Consists of shares owned by WorldCorp Investments, Inc., a wholly owned
subsidiary of WorldCorp.
<F2> As reported in the Schedule 13G filed with the SEC with information as of
December 31, 1996, includes shares held in accounts managed by Morgan
Stanley Asset Management Limited, a wholly owned subsidiary of Morgan
Stanley Group Inc.
<F3> Includes 712,494 shares of Common Stock issuable upon the exercise of
options and options to purchase 23,610 shares transferred by Mr. Backus to
an irrevocable trust for the benefit of his son, John C. Backus, III.
<F4> Includes 185,295 shares held by his wife as to which Mr. Schock may be
deemed to share voting and investment power. Mr. Schock disclaims
beneficial ownership of such shares held by his wife.
<F5> Includes 400,000 shares of Common Stock issuable upon the exercise of
options and 10,000 shares held by Mr. Gorog's wife. Does not include 10,000
shares held by a foundation trust for which Mr. Gorog is trustee. Mr. Gorog
disclaims beneficial ownership of such shares held by his wife and by the
trust.
<F6> Includes 10,000 shares of Common Stock issuable upon the exercise of
options.
<F7> Includes 50,916 shares of Common Stock held by his wife as to which Mr.
Fiederowicz may be deemed to share voting and investment power. Mr.
Fiederowicz disclaims beneficial ownership of such shares held by his wife.
(Footnotes continued on the following page)
<PAGE>
<F8> Includes 13,748 shares of Common Stock issuable upon the exercise of
options.
<F9> Includes 12,665 shares of Common Stock issuable upon the exercise of
options.
<F10>Does not include 9,179,273 shares of Common Stock beneficially held by
WorldCorp, of which Mr. Andrews serves as chairman. Mr. Andrews disclaims
beneficial ownership of such shares.
<F11>Includes 7,916 shares of Common Stock issuable upon the exercise of
options.
<F12>Includes 1,202,014 shares of Common Stock issuable upon the exercise of
options.
* Less than 1%.
</FN>
</TABLE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Company's Certificate of Incorporation provides that the Board of
Directors be divided into three classes as nearly equal in number as possible.
The term of Class I directors expires in 1997, the term of Class II directors
expires in 1998, and the term of Class III directors expires in 1999. Directors
elected at the Annual Meeting will hold office for a three-year term expiring in
2000 or until their successors are elected and qualified. The other directors
will continue in office for the remainder of their terms as indicated below. The
Executive Committee has recommended two nominees for a new three-year term in
Class I. No arrangement or understanding exists with respect to the manner which
the Board, at its discretion, may fill any remaining vacancy being created or
any other vacancies that may occur during the year. Unless authority so to vote
is withheld, proxies received pursuant to this solicitation will be voted for
the election of the three nominees named below. If any of the nominees should
for any reason not be available for election, proxies will be voted for the
election of the remaining nominees and such substitute nominees as may be
designated by the Board of Directors. The election of each nominee requires the
affirmative vote of the holders of a plurality of the shares of Common Stock
cast in the election of directors.
NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2000
William F. Gorog, age 71, has served as Chairman of the Board of Directors
of the Company since the Merger. Mr. Gorog was the founder of US Order and had
served as its chairman and chief executive officer from May 1990 until the
Merger. He is chairman of the executive committee of WorldCorp, and prior to
April 1997, he served as chairman of the board of directors of WorldCorp. From
October 1987 until founding US Order, he served as chairman of the board of
Arbor International, an investment management firm. From 1982 to 1987, he served
as president and chief executive officer of the Magazine Publishers of America,
an association representing the principal consumer publications in the United
States. During the Ford Administration, Mr. Gorog served as deputy assistant to
the President for Economic Affairs and Executive Director of the Council on
International Economic Policy. Prior to that time, he founded and served as
chief executive officer of DataCorp., which developed the Lexis and Nexis
information systems for legal and media research. He also serves as a director
of Home Financial Network, Inc.
<PAGE>
L. William Seidman, age 75, is the publisher of Bank Director magazine and
chief commentator on CNBC-TV. He served on the board of US Order from 1995 until
the Merger. Mr. Seidman served from 1985 to 1991 as the chairman of the Federal
Deposit Insurance Corporation ("FDIC") and from 1989 to 1991 also served as the
first Chairman of the Resolution Trust Corporation. Before joining the FDIC, Mr.
Seidman served as Dean of the College of Business at Arizona State University.
From 1977 to 1982 he was vice-chairman and chief financial officer of Phelps
Dodge Corporation. Mr. Seidman has also served as managing partner of Seidman &
Seidman, Certified Public Accountants (now BDO Seidman), and as Assistant to the
President for Economic Affairs during the Ford Administration. Mr. Seidman
presently serves as a director of FIserv, Inc., a data processing company.
DIRECTORS CONTINUING IN OFFICE IN THE CLASS OF 1998
T. Coleman Andrews, III, age 42, has served as a director of the Company
since the Merger and was a director of US Order from 1990 until the Merger. He
is chairman of WorldCorp, a position he has held since April 1997, and chairman
of World Airways, a position he has held since 1986. From 1987 to April 1997,
Mr. Andrews also served as chief executive officer of WorldCorp, and prior to
1996, he served as chief executive officer of World Airways. From 1978 through
1986, he was affiliated with Bain & Company, Inc., an international strategy
consulting firm. At Bain, he was elected partner in 1982 and was a founding
general partner in 1984 of The Bain Capital Fund, a private venture capital
partnership. Prior to his experience with Bain, Mr. Andrews served in several
appointed positions in the White House for the Ford Administration.
Walter M. Fiederowicz, age 50, has been a director of the Company since
the Merger. Mr. Fiederowicz was chairman of the board of directors of Colonial
Data from August 1994 until March 1996, a director of Colonial Data from
September 1989 until the Merger, and a director of Colonial Technologies Corp.,
a wholly-owned subsidiary of the Company, since 1985. Since April 1997, he has
served as president and chief executive officer of WorldCorp. From 1979 to
December 1988, Mr. Fiederowicz was a partner of the law firm of Cummings &
Lockwood and served as counsel to that firm from December 1988 until September
1990. From January 1991 until July 1994, he held various positions, including
chairman, and served as a director of Conning Corporation, the parent company of
an investment firm. Mr. Fiederowicz was chairman and director of Covenant Mutual
Insurance Company ("Covenant"), a property and casualty insurance company, from
1989 until March 1983, and was president and chief executive officer of Covenant
from 1989 until December 1992. Covenant was placed in rehabilitation by the
Insurance Commissioner of the State of Connecticut in 1993 and subsequently
liquidated as a result of losses in connection with insurance claims relating to
Hurricane Andrew. Mr. Fiederowicz is a director of Blau Marketing Technologies,
Inc., a direct marketing firm, First Albany Corporation, an investment banking
firm, and Photronics, Inc., a photomask manufacturer.
Timothy R. Welles, age 37, has been an Executive Vice President, Consumer
Telecommunications Division and director of the Company since the Merger. Mr.
Welles served
<PAGE>
as Executive Vice President and Chief Operating Officer and a director of
Colonial Data from March 1996 until the Merger. Prior to joining Colonial Data,
Mr. Welles was Senior Vice President of First Albany Corporation, an investment
banking firm, from January 1994 to March 1996, with responsibilities related
primarily to corporate finance activities. Prior to joining First Albany, Mr.
Welles held various positions, most recently as Managing Director, at Advest,
Inc., an investment banking firm, from August 1989 to January 1994. Prior to
joining Advest, Inc., Mr. Welles practiced securities and corporate law at
Cahill Gordon & Reindel in its New York office.
DIRECTORS CONTINUING IN OFFICE IN THE CLASS OF 1999
John C. Backus, Jr., age 38, has been President, Chief Operating Officer
and director of the Company since the Merger. Prior to the Merger, he worked at
US Order since its inception in 1990 and had served as President, Chief
Operating Officer and a director of US Order since 1994. Prior to working with
US Order, Mr. Backus worked for six years at WorldCorp and its subsidiaries
holding a variety of executive positions including vice president of corporate
development, vice president of finance, and vice president of sales and
marketing at a WorldCorp subsidiary. Prior to joining WorldCorp, Mr. Backus
worked for Bain & Company, Inc., a worldwide strategy consulting firm, in its
consulting and venture capital groups where he focused on consumer products and
services. Mr. Backus serves on the board of directors of WorldCorp, Visa
InterActive, and Home Financial Network, Inc.
Patrick F. Graham, age 57, has served as a director of the Company since
the Merger and was a director of US Order from 1993 until the Merger. He is a
director of Bain & Company, Inc., a management consulting firm co-founded by Mr.
Graham in 1973. In addition to his primary responsibilities with Bain clients,
he has served as Bain's vice chairman and chief financial officer. Prior to
founding Bain, Mr. Graham was a group vice president with the Boston Consulting
Group. Mr. Graham currently serves as a director of WorldCorp and of Stericycle,
Inc., a hospital services company.
Robert J. Schock, age 55, has served as Chief Executive Officer and
director of the Company since the Merger. Prior to the Merger, Mr. Schock served
as President and Chief Executive Officer of Colonial Data since September 1989
and as President of Colonial Technologies Corp., a wholly-owned subsidiary of
the Company, since 1981. From 1977 to 1980, Mr. Schock was director of national
operations for ICOT Corporation, a telecommunications equipment manufacturer.
From 1966 to 1977, Mr. Schock held a variety of positions with Xerox
Corporation, including product manager, regional sales operations manager and
regional manager for microsystems.
BOARD OF DIRECTORS AND COMMITTEES
After the Merger, the Company's Board of Directors held one regular meeting
during fiscal year 1996. Each incumbent director except Wesley C. Tallman
attended at least 75 percent of the meetings held during fiscal year 1996 by the
Board and each committee of the Board of
<PAGE>
which he was a member. The Company's Board of Directors has a Compensation
Committee and an Audit Committee.
The Compensation Committee (consisting of Messrs. Andrews, Fiederowicz and
Graham) reviews and recommends to the Board appropriate action with respect to
the compensation of and benefits granted to officers and other key employees of
the Company and administers the Company's 1996 Incentive Plan. The Compensation
Committee held one meeting during the period from the Merger until the end of
fiscal year 1996.
The Audit Committee (consisting of Messrs. Andrews, Fiederowicz and Graham)
nominates the Company's independent auditors, reviews with the Company's
independent auditors matters relating to the scope and plan of the audit, the
adequacy of internal controls, and the preparation of the Company's financial
statements, reports and makes recommendations to the Board with respect thereto,
and reviews related party transactions for conflicts of interest. The Audit
Committee did not meet during the period from the Merger until the end of fiscal
year 1996.
The Company does not have a nominating committee.
COMPENSATION OF DIRECTORS
Directors of the Company receive no compensation for attendance at Board
meetings or meetings of Board committees. Directors who are not also executive
officers of the Company or of an affiliate of the Company ("Non-Affiliate
Directors") are reimbursed for usual and ordinary expenses of meeting
attendance. Under the Non-Employee Directors' Stock Option Plan (the "Directors'
Plan") each Non-Affiliate Director is offered options to purchase 6,000 shares
of Common Stock following the Company's Annual Meeting of Stockholders. The
exercise price for any option grants under the Directors' Plan will be the
average closing price of the Common Stock during the 30 trading days immediately
preceding the date of grant. Options granted under the Directors' Plan vest in
12 equal monthly installments during the Non-Affiliate Director's continued
service on the Board. The option price may be paid in cash, by surrendering
shares of Common Stock or by a combination of cash and Common Stock. All options
expire ten years after their grant. Up to 200,000 shares of Common Stock may be
issued under the Directors' Plan, subject to certain adjustments. The first
grant of options under the Directors' Plan would be made to Non-Affiliate
Directors immediately following the 1997 Annual Meeting. After termination of
his employment relationship with the Company in 1996, Mr. Fiederowicz provided
consulting services to the Company and Colonial Data in 1996 and received
aggregate compensation for these consulting services in the amount of $56,148.
As of December 31, 1996, there were no options granted under the Directors
Plan. Prior to the Merger, directors of Colonial Data received compensation at a
rate of $800 for each Board meeting attended and no other compensation was paid
to Colonial Data directors with respect to Board committees or special
assignments. Prior to the Merger, directors of US Order received no compensation
for attendance at Board meetings or meetings of Board committees. The Directors
of US Order who were not executive officers or affiliates of US Order were
offered
<PAGE>
options pursuant to the US Order Non-Employee Directors' Stock Option Plan to
purchase 15,000 shares of US Order common stock upon initial election to the US
Order board of directors and additional options to purchase 7,500 shares of US
Order common stock upon reelection to the US Order board of directors.
RATIFICATION OF AUDITORS
(PROPOSAL 2)
Action is to be taken at the Annual Meeting with respect to the
ratification of independent auditors, who were selected by the Board of
Directors, to audit the financial statements of the Company for fiscal year
1997. Unless otherwise directed therein, proxies received pursuant to this
solicitation will be voted for the ratification of Deloitte & Touche LLP, who
served as the Company's auditors for fiscal year 1996. Although the ratification
of independent auditors is not required to be submitted to a vote of the
stockholders, the Board of Directors believes that such ratification is a matter
on which the stockholders should express their opinion. Deloitte & Touche LLP
has advised the Company that no member of its firm has any direct or indirect
material financial interest in the Company. Representatives of Deloitte & Touche
LLP are expected to be present at the Annual Meeting, will have the opportunity
to make a statement if they so desire, and will be available to respond to
appropriate questions from the stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2
PREVIOUS ACCOUNTANTS
KPMG Peat Marwick LLP was previously the principal accountants for US
Order, which merged with and into InteliData, successor to US Order on November
7, 1996. On November 22, 1996, that firm's appointment as principal accountants
was terminated and Deloitte & Touche LLP was engaged by the Company as principal
accountants. On November 7, 1996, US Order and Colonial Data merged with and
into the Company with the Company being the survivor. Prior to the mergers,
Deloitte & Touche LLP had been engaged as the principal accountants for Colonial
Data. The decision to engage Deloitte & Touche and dismiss Peat Marwick was
approved by the management of the Company and was subsequently ratified by the
Board of Directors of the Company and was based in part on the prior engagement
of Deloitte & Touche LLP by Colonial Data.
In connection with the audits of the three fiscal years ended December 31,
1995, and the subsequent interim period through November 22, 1996, there were no
disagreements with KPMG Peat Marwick LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused them
to make reference in connection with their opinion to the subject matter of
disagreement.
<PAGE>
The audit reports of KPMG Peat Marwick LLP on the consolidated financial
statements 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, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Because (i) the Company was not a reporting company pursuant to Section
13(a) or 15(d) of the Exchange Act until November 7, 1996, and (ii) each of its
predecessors, US Order and Colonial Data, were reporting companies and have
reported executive compensation information through the year ended December 31,
1995, the following table sets forth information concerning the annual,
long-term and all other compensation for services rendered in all capacities to
the Company, its subsidiaries and predecessors for the years ended December 31,
1996, 1995 and 1994 of (a) the Company's Chief Executive Officer and (b) each of
the four most highly compensated executive officers (other than the chief
executive officer) of the Company (the "Named Executive Officers") whose
aggregate cash compensation exceeded $100,000 for the fiscal year ended December
31, 1996.
<TABLE>
<CAPTION>
Long-Term Compensation
---------------------------------------
Awards
Annual Compensation ---------------------------------------
-------------------------------------- Restricted Stock Securities Underlying All Other
Year Salary($) Bonus($)<F1> Other($) Awards(#) Options(#) Compensation($)
---- --------- ----------- -------- ---------------- --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert J. Schock 1996 200,000 350,000 -- -- 100,000<F2> 19,991<F3>
Chief Executive Officer 1995 150,000 98,075 -- -- -- 9,942
1994 150,000 18,400 -- -- -- 7,947
William F. Gorog 1996 250,000 -- -- -- -- 8,213<F4>
Chairman 1995 250,000 25,000 -- -- -- --
1994 220,805 -- -- -- -- --
John C. Backus, Jr. 1996 250,000 -- -- -- -- 7,180<F4>
President and Chief Operating 1995 250,000 25,000 -- -- -- 9,250<F5>
Officer 1994 190,192 4,000 875,000<F6> -- 850,000<F7><F8> --
Timothy R. Welles <F9> 1996 129,166 -- -- 487,500<F10><F2> 30,000<F2> 808<F3>
Executive Vice President-- 1995 -- -- -- -- -- --
Consumer Telecommunications 1994 -- -- -- -- -- --
Joseph E. Smith <F11> 1996 194,423 11,250 -- -- 110,000<F8> 1,421<F4>
Executive Vice President-- 1995 -- -- -- -- -- --
Electronic Commerce 1994 -- -- -- -- -- --
(Footnotes on the following page)
<PAGE>
<FN>
- ---------------------
<F1> Bonus awards are reported for the year earned but may have been paid in the
subsequent year.
<F2> As a result of the Merger, each outstanding share of Colonial Data Common
Stock was converted into one share of the Company's Common Stock, and
outstanding options to purchase Colonial Data Common Stock were assumed by
the Company.
<F3> All other compensation for Robert J. Schock and Timothy R. Welles during
fiscal 1996 includes the dollar value of premiums paid by the Company and
Colonial Data with respect to term life insurance and/or disability
insurance for their benefit in the amounts of $17,536 and $262
respectively, and $2,375 and $546 respectively, of matching contributions
made under Colonial Data's 401(k) plan.
<F4> All other compensation for William F. Gorog, John C. Backus, Jr. and Joseph
E. Smith during fiscal 1996 includes the dollar value of premiums paid by
the Company and US Order with respect to term life insurance for their
benefit.
<F5> Consists of premiums paid for life insurance under the terms of the August
1, 1994 Employment Agreement between Mr. Backus and the Company, whereby
the Company agrees to maintain life insurance on Mr. Backus in the amount
of $5 million during the term of the Agreement, naming his estate (or any
person designated by Mr. Backus) as beneficiary.
<F6> As part of the August 1, 1994 purchase of US Order's bill pay operations,
Visa required that all US Order employees who became employees of Visa
InterActive cancel their outstanding vested options to eliminate any
potential conflicts of interest. As a result, US Order's shareholders and
Board of Directors agreed to pay all active and full-time US Order
employees (excluding William F. Gorog) an aggregate of $3.25 million for
the cancellation of 675,334 of their outstanding and vested options with
exercise prices ranging between $0.98 and $4.00. Of the $3.25 million,
approximately $2.1 million was paid to US Order employees who became Visa
InterActive employees as of August 1, 1994 and $1.1 million was paid to
executive officers of the Company, including Mr. Backus.
<F7> Mr. Backus received two separate option grants in August 1994. Mr. Backus
received options to purchase 250,000 shares of Common Stock at an exercise
price of $7.13 per share which vest over a three-year period. Mr. Backus
was also awarded options to purchase 600,000 shares of Common Stock at an
exercise price of $7.13 per share which vest in May 2004, except that
vesting can be accelerated based on increases in the value of such Common
Stock pursuant to the execution of an employment agreement between the
Company and Mr. Backus. Options for 500,000 shares have vested under the
accelerated vesting provisions. See "--Employment Agreements."
(Footnotes continued on the following page)
<PAGE>
<F8> As a result of the Merger, each outstanding share of US Order Common Stock
was converted into one share of the Company's Common Stock and outstanding
options to purchase US Order Common Stock were assumed by the Company.
<F9> Mr. Welles became an employee of Colonial Data on March 4, 1996.
<F10>Mr. Welles received two stock awards from Colonial Data on November 1, 1996
of 40,000 and 10,000 shares, respectively. The 40,000 share award was
subject to the completion of the Merger and the shares are restricted from
sale or transfer until December 31, 1997. The 10,000 share award was
subject to the completion of the Merger and is subject to cancellation if
Mr. Welles' employment with the Company terminates, other than due to death
or total disability, prior to December 31, 1997, as to 5,000 shares and
prior to December 31, 1998, as to 5,000 shares. The value of the 50,000
shares awarded as of December 31, 1996 was $362,500. Dividends are paid on
all restricted shares to the same extent as any other shares of the
Company's Common Stock.
<F11>Mr. Smith became an employee of US Order on March 4, 1996.
</FN>
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to stock option
grants under the Company's 1996 Incentive Plan or under any stock plan of either
US Order or Colonial Data, which were assumed by the Company pursuant to the
Merger.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Term <F1>
-----------------------------
Number of Securities % of Total
Underlying Options/SARs Exercise or
Options/SARs Granted to Employees Base Price Expiration
Name Granted(#) in Fiscal Year ($/Sh) Date 5%($) 10%($)
- ---- -------------------- -------------------- ----------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Schock 100,000 <F2> 9.9 $8.875 11/5/06 558,143 1,414,446
William F. Gorog -- -- -- -- -- --
John C. Backus -- -- -- -- -- --
Timothy R. Welles 30,000 <F3> 3.0 $20.375 4/8/06 384,412 974,175
Joseph E. Smith 50,000 <F4> 5.0 $22.50 3/4/04 537,137 1,286,537
50,000 <F5> 5.0 $22.50 3/4/06 707,506 1,792,960
10,000 <F6> 1.0 $9.00 11/6/04 42,970 102,922
(Footnotes on the following page)
<PAGE>
<FN>
- --------------------------
<F1> The actual value, if any, an employee may realize will depend on the excess
of the stock price over the exercise price on the date the stock option is
exercised. The dollar amounts under these columns are the result of
calculations at the 5% and 10% rates set by the rules of the SEC and
therefore are not intended to forecast future appreciation, if any, of the
Company's stock price.
<F2> Options are exercisable as follows: one-third on December 1, 1997,
one-third on November 5, 1998 and one-third on November 5, 1999.
<F3> Options are exercisable as follows: one-third on April 8, 1997, one-third
on April 8, 1998 and one-third on April 8, 1999.
<F4> Options become exercisable in equal monthly installments over sixty months
from the March 4, 1996 grant date.
<F5> Options become exercisable on March 4, 2004; however, the exercise date
will be accelerated with respect to increments of 10,000 shares each upon
the achievement of any of five performance criteria by the Company or
business units of the Company.
<F6> Options become exercisable in equal monthly installments over sixty months
from the November 6, 1996 grant date.
</FN>
</TABLE>
OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUE TABLE
The following table sets forth information regarding the exercise of stock
options and the unexercised stock options as of December 31, 1996 granted to the
Chief Executive Officer and the Named Executive Officers under the Company's
1996 Incentive Plan or any stock plan of either US Order or Colonial Data, which
were assumed by the Company pursuant to the Merger.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs Options/SARs
at December 31, 1996(#) at December 31, 1996($)<F2>
------------------------------ ---------------------------
Shares Acquired Value
Name on Exercise (#) Realized($)<F1> Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Schock - 0 - - 0 - - 0 - 100,000 - 0 - - 0 -
William F. Gorog - 0 - - 0 - 400,000 - 0 - 1,300,000 - 0 -
John C. Backus, Jr. 43,016 904,004 674,995 150,005 - 0 - - 0 -
Timothy R. Welles - 0 - - 0 - - 0 - 30,000 - 0 - - 0 -
Joseph E. Smith - 0 - - 0 - - 0 - 110,000 - 0 - - 0 -
<FN>
- ---------------------
<F1> Value based on last reported sale price of the Company's common stock on
the exercise date minus the exercise price.
<F2> Value based on last reported sale price of the Company's common stock on
December 31, 1996 (the last trading day of the year) on the Nasdaq National
Market minus the exercise price. The last reported sale price at December
31, 1996 was $7.25 per share.
</FN>
</TABLE>
<PAGE>
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Company's Compensation Committee (the "Committee") is comprised of
outside directors whose role is to oversee the development and administration of
the compensation and benefit programs for the Company's executive officers. The
Committee also administers the Company's 1996 Incentive Plan. The Committee was
formed following the Merger and held one meeting during the remainder of 1996.
The compensation disclosed in this proxy statement for the Company's executive
officers in 1996 was paid based on salary levels and bonus plans in effect at US
Order or Colonial Data prior to the Merger. In the case of Mr. Schock, the
Company's Chief Executive Officer, and Mr. Backus, the Company's President, the
salary levels are set pursuant to employment agreements assumed by the Company
at the time of the Merger. The employment agreements, which are described below,
will continue to prescribe the base salaries and certain other benefits for Mr.
Schock and Mr. Backus until these agreements are terminated or expire.
THE COMPENSATION COMMITTEE
--------------------------
T. Coleman Andrews, III
Walter M. Fiederowicz
Patrick F. Graham
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee are T. Coleman Andrews,
III, Walter M. Fiederowicz and Patrick F. Graham.
EMPLOYMENT AGREEMENTS
Pursuant to the Merger Agreement, the Company has assumed the obligations
of the employment agreement between Colonial Data and Robert J. Schock (the
"Schock Employment Agreement"). As used herein, the term "Company" refers to
Colonial Data prior to the Merger and InteliData after the Merger. The Company
entered into an employment agreement with Mr. Schock as of July 1, 1996,
providing that Mr. Schock will serve as President and Chief Executive Officer of
the Company until June 30, 1997, a term which automatically extends in one-year
increments thereafter, unless terminated earlier. Mr. Schock is entitled to a
base salary of $250,000 per year for the first year (subject to increase by the
Company's Board), a bonus of up to 50% of his base salary, the right to
participate in all of the other benefit plans that the Company provides to its
executives and key management employees, disability and health insurance
benefits, and certain other benefits, including a company car. The Company may
<PAGE>
terminate the Schock Employment Agreement upon Mr. Schock's death, disability or
"for cause" (as defined) upon the affirmative vote of the majority of the
Company's Board. If, within two years after a "Change of Control" (as defined in
the Schock Employment Agreement) occurs, the Schock Employment Agreement is
terminated by the Company, or by Mr. Schock for "Good Reason" (as defined in the
Schock Employment Agreement), the Company will pay the remainder of Mr. Schock's
compensation already accrued, a lump sum equal to three times his annual base
salary, and the amount needed by Mr. Schock to purchase benefits equivalent to
those previously provided by the Company for the three year period commencing as
of his termination date. The Merger does not constitute a "Change of Control"
for purposes of the Schock Employment Agreement. Mr. Schock may terminate the
Schock Employment Agreement upon 30 days notice. In addition, if Mr. Schock
should terminate the Schock Employment Agreement for "Good Reason," including a
diminution of responsibilities, a reduction in base salary or a relocation of
the Company's offices to a location more than 30 miles from New Milford,
Connecticut, the Company will pay Mr. Schock the amount of his base salary and
other compensation already accrued, pay his base salary until the earlier of
three years or through June 30, 2000, permit continued use of his company
vehicle for such period and continue to provide Mr. Schock with the option to
participate in the Company's employee benefit plans.
As part of the Schock Employment Agreement, should the Schock Employment
Agreement be terminated under certain circumstances, such as termination by
either the Company or Mr. Schock upon proper notice, Mr. Schock will have the
option of entering into a consulting agreement with the Company. The consulting
agreement would commence simultaneously with the termination of the Schock
Employment Agreement and the election by Mr. Schock to enter into the consulting
agreement and would remain in effect for three years or until June 30, 2000,
whichever comes first, unless the consulting agreement is terminated earlier.
During the time the consulting agreement is in effect, Mr. Schock would receive
an annual consulting fee equal to the base salary he was receiving at the time
the Schock Employment Agreement was terminated, and the Company would continue
to provide certain benefits, such as disability and health insurance benefits.
Pursuant to the Merger Agreement, the Company has assumed the obligations
of the employment agreement between US Order and John C. Backus, Jr. providing
that Mr. Backus will serve as President and Chief Operating Officer of US Order
until July 31, 1997, a term which automatically extends until December 31, 1997
unless terminated earlier. As used herein, the term "Company" refers to US Order
prior to the Merger and InteliData after the Merger. Mr. Backus is entitled to a
base salary of $250,000 per year, a bonus of between 0 and 75% of his base
salary based on his individual performance as well as that of the Company as
determined by the Board of Directors, the right to participate in all bonus and
incentive compensations plans or arrangements made available to other officers
and directors and certain other benefits, including a $5 million life insurance
policy. Mr. Backus is entitled to receive performance stock options in
accordance with US Order's 1991 Stock Option Agreement (the "1991 Plan"). The
Company may terminate the agreement upon Mr. Backus' death, disability or for
cause (as defined) upon the affirmative vote of the majority of the Board of
Directors. If the Board terminates Mr.
<PAGE>
Backus without cause, Mr. Backus is entitled to receive the remainder of the
base salary and certain other compensation due under the agreement and all
options granted to Mr. Backus but unexercisable under the 1991 Plan shall become
immediately exercisable for a period of one year. Mr. Backus may terminate the
agreement upon 30 days notice under certain circumstances, including a
diminution of responsibilities, a change of control (as defined) of the Company
or a relocation of its executive offices outside of the Washington, D.C. area.
Upon such termination by Mr. Backus, he is entitled to receive the remainder of
his base salary and certain other compensation due under the Employment
Agreement and all options granted but unexercisable shall become immediately
exercisable for a period of one year. As part of his employment agreement, Mr.
Backus has agreed to hold shares of the Company's Common Stock during the term
of the agreement. Mr. Backus has agreed to hold 10,000, 15,000 or 20,000 shares
of the Company's Common Stock upon the earlier of April 1, 1996, April 1, 1997
and April 1, 1998 or the exercise of 100,000, 200,000 or 300,000 options,
respectively. Mr. Backus satisfied all of the holding requirements set forth in
his Employment Agreement by acquiring 35,000 shares of Common Stock in 1995 and
1996.
Pursuant to the Merger Agreement, the Company has assumed the obligation of
the stock option agreement between US Order and Mr. Backus, whereby Mr. Backus
was awarded options to purchase 600,000 shares of US Order Common Stock at an
exercise price of $7.13 per share. The options for 600,000 shares will become
exercisable on May 1, 2004; however, the exercise date will be accelerated with
respect to increments of 100,000 shares if certain targets are achieved
regarding the Company's stock price. Pursuant to this provision, Mr. Backus will
be entitled to exercise options to purchase 100,000 shares of the Company's
Common Stock, at the $7.13 exercise price, each time that the Company's Common
Stock trades at a price that is an increase of 25% over the preceding
eligibility level for twenty trading days. Thus, Mr. Backus will first be
entitled to exercise options for 100,000 shares if the Company's Common Stock
trades at or above $8.91 for twenty consecutive trading days. The same
entitlement would arise for five additional blocks of 100,000 options, at the
exercise price of $7.13 per share, if the Common Stock trades at or above
$11.14, $13.93, $17.41, $21.76, and $27.20, for twenty trading days each (each
of these trading prices is 25% above the price of the Company's Common Stock at
the earlier tier). In the event that Mr. Backus is no longer employed in certain
capacities by the Company or its affiliates, options that have not become
exercisable by such time will not hereafter become exercisable, except that upon
a termination without Cause or for Good Reason (as defined therein) the
exercisability of the options shall accelerate.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and beneficial owners of more than 10% of the
Company's Common Stock to file with the SEC initial reports of ownership and
reports of changes in ownership of equity securities of the Company. Officers,
directors and beneficial owners of more than 10% of the Company's Common Stock
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge based solely upon a review of
copies of such reports furnished to the Company and written representations that
no
<PAGE>
other reports were required, during the fiscal year ending December 31, 1996,
all Section 16(a) filing requirements applicable to its officers, directors and
beneficial owners of more than 10% of the Company's common stock were complied
with.
401(k) PLAN
Pursuant to the Merger, the Company adopted Colonial Data's 401(k) Plan for
the Company's employees in which executive officers are permitted to participate
subject to any legal limitations on the amount that may be contributed. Subject
to such limitations, the Company makes a matching contribution in cash equal to
25% of the employee's contribution up to a maximum of 6% of salary.
PERFORMANCE GRAPH
The following graph compares the cumulative total returns from November 8,
1996 (when the Company's Common Stock commenced public trading) through December
31, 1996 for the Company, the Nasdaq Market Index and an index constructed from
a peer group of companies in the telephone equipment, electronic commerce, or
interactive services businesses. The peer group consists of Checkfree Corp.,
CIDCO, Inc., Comdial Corp., Edify Corp., Security First Network Bank, Smartserv
Online, Inc., and Verifone, Inc.
<PAGE>
<TABLE>
<CAPTION>
Period Ending 11/8/96 11/29/96 12/31/96
------- -------- --------
<S> <C> <C> <C>
InteliData Technologies Corporation 100.00 76.46 75.32
Peer Group 100.00 94.56 89.46
Nasdaq Market Index 100.00 106.22 105.97
</TABLE>
<PAGE>
CERTAIN TRANSACTIONS
Pursuant to an Agreement dated as of March 1, 1996, Colonial Data sold to
Robert J. Schock, director, Chairman, President and Chief Executive Officer, all
of the stock of a subsidiary which owned as its sole asset an airplane. The
price paid by Mr. Schock for the shares of the subsidiary was $1,250,000,
comprised of 48,780 shares of Colonial Data Common Stock valued at $20.50 per
share, and $250,000 in cash. Colonial Data determined the value of the stock of
the subsidiary based on an independent appraisal of the airplane prepared by
Bell Aviation, Inc. Colonial Data acquired the airplane on January 12, 1995 for
a purchase price of $960,000 and trade aircraft priced at $70,000. Since the
sale of the subsidiary to Mr. Schock, the Company has continued to utilize the
airplane for business purposes. Pursuant to a lease agreement with the
corporation owned by Mr. Schock, the Company leases the airplane and pays rent
to the lessor based on the number of flight hours and directly pays expenses
relating to the Company's use and operation of the airplane. The Company paid
$19,930 in 1996 to the corporation owned by Mr. Schock for the use of the
airplane.
Until September 13, 1996, Colonial Data leased its headquarters facility
from Cee Associates Limited Partnership, a limited partnership in which Robert
J. Schock , a director of the Company, and two other individuals who were
directors of Colonial Data (one of whom was previously a director of the
Company), were limited partners and a subsidiary of Colonial Data was the
general partner. The limited partners owned a 99% interest in the partnership.
Colonial Data paid aggregate rent to the partnership from January 1, 1996 to
September 13, 1996 in the amount of $98,000.
In September, 1996, Colonial Data purchased the industrial development
bonds (the "Bonds") in the outstanding principal amount of approximately
$1,400,000 which were issued in connection with the financing of its
headquarters facility, and acquired all of the limited partnership interests in
the limited partnership whose sole asset is the headquarters facility for an
aggregate consideration of $1,350,000. The Bonds were acquired from a company
owned by Robert J. Schock and Walter M. Fiederowicz, each of whom is a director
of the Company, and two former Colonial Data directors (one of whom was
previously a director of the Company). In connection with the transaction, the
Bonds were canceled and Colonial Data and its subsidiaries acquired ownership of
all outstanding interests in the partnership. In connection with such
transaction, before expenses, Robert J. Schock received $405,000, Walter M.
Fiederowicz received $135,000, and a former Colonial Data director (who was
previously a director of the Company) received $470,000, and the other former
Colonial Data director received $340,000. Colonial Data determined the value of
the Bonds and the partnership interests based on an independent appraisal of the
headquarters facility prepared by Lexington Hunter Associates, LLC.
OTHER MATTERS
No business other than that set forth above is expected to come before the
Annual Meeting or any adjournment thereof. Should other business properly come
before the meeting or
<PAGE>
any adjournment thereof, the proxy holders will vote upon the same according to
their discretion and best judgment.
To permit the meeting of stockholders to be conducted in an orderly manner,
the Company's Bylaws provide that stockholders seeking to bring business before
an annual meeting of stockholders, or to nominate candidates for election as
directors at an annual or a special meeting of stockholders, must provide timely
notice thereof in writing. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive office of the
Company, not less than 60 days prior to the scheduled annual meeting, regardless
of any postponements, deferrals or adjournments of the meeting. The Bylaws also
specify certain requirements pertaining to the form and substance of a
stockholder's notice.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies for the Annual Meeting will be paid by
the Company. In addition to solicitation of proxies by mail, the officers,
directors, and regular employees of the Company may solicit proxies on behalf of
the Board of Directors in person or by telephone, facsimile, telex or telegraph.
No additional compensation will be received by any officer, director or employee
of the Company in connection with any such proxy solicitation. Brokerage houses,
nominees, fiduciaries, and other custodians will be requested by the Company to
forward proxy soliciting material to beneficial owners of shares held of record
by them and, upon request, the Company may reimburse them for reasonable
out-of-pocket expenses incurred in doing so.
STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present
proper proposals for inclusion in the Company's proxy statement and for
consideration at the 1998 Annual Meeting of Stockholders by submitting their
proposals to the Company in a timely manner. In order to be considered for the
1998 Annual Meeting of Stockholders, stockholder proposals must be received at
the Company's headquarters, attention of the Secretary, 13100 Worldgate Drive,
Suite 600, Herndon, Virginia 20170 no later than December 19, 1997 and have
complied with the requirements of Rule 14a-8 of the Securities Exchange Act of
1934, as amended.
By Order of the Board of Directors,
Albert N. Wergley
Secretary
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
INTELIDATA TECHNOLOGIES CORPORATION
May 21, 1997
1. To elect two Class I directors to the Board of Directors
___ FOR all nominees ___ WITHHOLD authority for all nominee(s)
Nominees: William F. Gorog
L. William Siedman
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write the person's name below)
---------------------------------------------
2. Ratification of Deloitte & Touche, LLP as Independent Accountants
___ FOR ___ AGAINST ___ ABSTAIN
Signature _________________ Date ___________________________ Date _____________
SIGNATURE IF SHARES HELD JOINTLY
Instruction: Please sign exactly as your name appears hereon. When shares
are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized
person.
INTELIDATA TECHNOLOGIES CORPORATION
Proxy Solicited on Behalf of the Board of Directors
for the Annual Meeting of Stockholders, May 21, 1997
The undersigned hereby appoints William F. Gorog, John C. Backus, Jr.
and Albert N. Wergley, as proxies, each with the power to appoint his substitute
and hereby authorizes such person acting individually, to represent and to vote,
as specified on the reverse side hereof, all of the shares of common stock of
InteliData Technologies Corporation which the undersigned may be entitled to
vote at the Annual Meeting of Stockholders to be held on May 21, 1997 and at any
postponement or adjournment thereof; and in the discretion of the proxies, their
substitutes or delegates, to vote such shares and to represent the undersigned
in respect of other matters properly brought before the meeting.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS SPECIFIED BY THE
SIGNING STOCKHOLDER ON THE REVERSE SIDE HEREOF. UNLESS THE AUTHORITY TO VOTE FOR
ELECTION OF ANY NOMINEE FOR DIRECTOR IS WITHHELD IN ACCORDANCE WITH THE
INSTRUCTIONS ON THE REFERSE SIDE HEREOF, THIS PROXY WILL BE VOTED "FOR" THE
ELECTION OF EACH NOMINEE FOR DIRECTOR AND "FOR" PROPOSAL 2.
(To Be Signed on Reverse Side.)
