SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 1 ON
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
----------------------
For the fiscal year ended: DECEMBER 31, 1997 Commission File Number 000-21685
INTELIDATA TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 54-1820617
(State of incorporation) (I.R.S. Employer Identification Number)
13100 Worldgate Drive, Suite 600, Herndon, VA 20170
(Address of Principal Executive Offices)
(703) 834-8500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
- ------------------- -----------------------------------------
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock par value $.001 per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
-------
State by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
The aggregate market value of the Common Stock held by non-affiliates of the
registrant on March 1, 1998, was approximately $65,142,000. In determining this
figure, the Registrant has assumed that all of its directors and executive
officers are affiliates. Such assumptions should not be deemed to be conclusive
for any other purpose.
The number of shares of the registrant's Common Stock outstanding on March 1,
1998 was 31,170,949.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
<PAGE>
INTELIDATA TECHNOLOGIES CORPORATION
AMENDMENT NO. 1 ON FORM 10-K/A
TABLE OF CONTENTS
Page
----
PART III
- --------
Item 10. Directors and Executive Officers of the Registrant..................3
Item 11. Executive Compensation..............................................5
Item 12. Security Ownership of Certain Beneficial Owners and Management.....11
Item 13. Certain Relationships and Related Transactions.....................13
Signatures....................................................................14
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The following table sets forth certain information regarding the
directors of the Company:
Name Age Position Held
---- --- -------------
William F. Gorog 72 Director; Chairman of the Board
John C. Backus, Jr. 39 Director; President and Chief Executive Officer
Brian A. Bogosian 41 Director; President and Chief Executive Officer,
Telecommunications Division
T. Coleman Andrews, III 43 Director
Patrick F. Graham 58 Director
John J. McDonnell, Jr. 60 Director
L. William Seidman 77 Director
WILLIAM F. GOROG, age 72, has served as Chairman of the Board of Directors of
the Company since 1996. 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, Inc., 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.
JOHN C. BACKUS, JR., age 39, has been President and a director of the Company
since 1996 and became Chief Executive Officer in 1997. 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, Inc. 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 World Airways, Inc. and
Home Financial Network, Inc.
<PAGE>
BRIAN A. BOGOSIAN, age 41, has been a director since January 1998 and President
and Chief Executive Officer of the Company's Telecommunications Division since
December 1997. Previously, Mr. Bogosian was president of USTeleCenters, Inc., a
marketer for the Regional Bell Operating Companies. Prior to USTeleCenters, Mr.
Bogosian was senior vice president of AIM Telecom, a telephone equipment
company. Before AIM, he served in management positions with Bell Atlantic, SNET,
and CTC Communications.
T. COLEMAN ANDREWS, III, age 43, has served as a director of the Company since
1996 and was a director of US Order from 1990 until the Merger. He is chairman
of WorldCorp, Inc., a position he has held since April 1997, and chairman of
World Airways, Inc., 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. Prior to his experience with Bain, Mr. Andrews served in
several appointed positions in The White House during the Ford Administration.
PATRICK F. GRAHAM, age 58, has served as a director of the Company since 1996
and was a director of US Order from 1993 until the Merger. Since 1997, he has
served as chief executive officer of WorldCorp, Inc. and was previously 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.
JOHN J. MCDONNELL, JR., age 60, has served as a director of the Company since
1997. Since 1990, he has served as president, chief executive officer, and a
director of Transaction Network Services, Inc., a provider of data
communications services for transaction oriented applications. Prior to that, he
was president and chief executive officer of Digital Radio Networks, Inc., a
local access bypass carrier. Previously, he held executive positions with the
Electronic Industries Association and Tymnet, Inc. Mr. McDonnell currently
serves as a director of Credit Management Solutions, Inc., a software
development company, and Omnilink.
L. WILLIAM SEIDMAN, age 77, has served as a director of the Company since 1997.
He 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.
<PAGE>
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 other reports were required, during the
fiscal year ending December 31, 1997, 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, except that a Form 3 with respect
to Mr. McDonnell becoming a member of the Board and which disclosed that he
owned no shares of the Company's Common Stock was filed sixteen days late.
ITEM 11. EXECUTIVE AND DIRECTOR 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,
1997, 1996 and 1995 of (a) the two individuals who served as the Company's Chief
Executive Officer during 1997, 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 $100,000
for the fiscal year ended December 31, 1997.
<PAGE>
<TABLE>
Long-Term Compensation
---------------------------
Awards
---------------------------
Annual Compensation Restricted Securities
---------------------------------------- Stock Underlying All Other
Year Salary($) Bonus($)(1) Other($) Awards(#) Options(#) Compensation($)(2)
---- --------- ----------- -------- ---------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John C. Backus, Jr. 1997 301,032 -- -- -- 1,025,000 (4) 9,025
President and Chief 1996 250,000 -- -- -- -- 7,180
Executive Officer (3) 1995 250,000 25,000 -- -- -- 9,250
Robert J. Schock 1997 118,269 -- -- -- -- 760,453 (5)
Chief Executive 1996 200,000 350,000 -- -- 100,000 (6) 19,991
Officer (3) 1995 150,000 98,075 -- -- -- 9,942
William F. Gorog 1997 250,000 -- -- -- 100,000 2,375
Chairman 1996 250,000 -- -- -- -- --
1995 250,000 25,000 -- -- -- --
Mark L. Baird 1997 132,308 25,000 -- -- 77,000 (7) 3,128
Vice President, 1996 114,846 10,000 -- -- 22,000 1,280
Operations 1995 78,333 12,000 -- -- -- --
John W. Hillyard (8) 1997 131,366 25,000 -- -- 75,000 87,168
Vice President and 1996 -- -- -- -- -- --
Chief Financial Officer 1995 -- -- -- -- -- --
Albert N. Wergley (9) 1997 131,537 25,000 -- -- 94,502 (10) 2,375
Vice President, General 1996 121,225 11,500 -- -- 16,000 --
Counsel and Secretary 1995 72,814 11,558 -- -- 50,000 --
- -------------------------
<FN>
(1) Bonus awards are reported for the year earned but may have been
paid in the subsequent year.
(2) For 1997, includes: (i) fees paid under a consulting agreement
with Mr. Schock; (ii) the dollar value of insurance premiums
paid by the Company for the benefit of Mr. Schock ($8,078) and
Mr. Backus ($6,650); (iii) the amount of Company matching
contributions made on behalf of the named individuals under the
Company's 401(K) Plan as follows: Messrs. Schock, Backus, Gorog,
Baird and Wergley ($2,375 each) and Mr. Hillyard ($1,363); (iv)
automobile allowance for Mr. Baird ($753); and (v) reimbursement
of relocation expenses for Mr. Hillyard ($85,805).
(3) Mr. Backus succeeded Mr. Schock as Chief Executive Officer on
May 7, 1997.
(4) Mr. Backus was granted 600,000 options in August 1997. In
December 1997, 425,000 of these options were canceled and
850,000 options previously granted to Mr. Backus were repriced.
(5) Mr. Schock served as Chief Executive Officer of the Company from
January 1, 1997 until May 7, 1997. On May 7, 1997, Mr. Schock's
employment agreement with the Company terminated and he entered
into a consulting agreement with the Company. The amounts shown
in the table above include $750,000 of payments under the
consulting agreement. See "Employment Contracts, Termination of
Employment and Change-In-Control Arrangements - Robert J.
Schock" for a description of the terms of the consulting
agreement.
(6) These options were canceled in May 1997.
(7) Includes 22,000 options previously granted that were repriced in
1997.
(8) Mr. Hillyard became an employee of the Company on January 8, 1997.
<PAGE>
(9) Mr. Wergley became an employee of the Company on May 3, 1995.
(10) Includes 44,502 options previously granted that were repriced in
1997.
</FN>
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to stock option
grants under the Company's 1996 Incentive Plan or under any stock plan of either
US Order or Colonial Data, which were assumed by the Company pursuant to the
Merger.
<TABLE>
Potential Realizable Value
Number of % of Total at Assumed Annual Rates of
Securities Options/SARs Stock Price Appreciation
Underlying Granted to Exercise or for Option Term (1)
Options/SARs Employees in Base Price Expiration --------------------------
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ---- ------------ ------------ ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
John C. Backus, Jr. 175,000 (2) 7.0% $3.00 8/11/07 330,750 836,500
850,000 33.9% $1.80 8/1/04 321,007 916,969
Robert J. Schock -- -- -- -- -- --
William F. Gorog 100,000 4.0% $6.00 5/21/07 235,000 729,000
Mark L. Baird 5,000 0.2% $5.125 5/21/05 12,225 29,325
50,000 2.0% $3.00 8/11/05 71,500 171,500
22,000 0.9% $6.00 11/5/06 42,912 133,848
John W. Hillyard 25,000 1.0% $6.00 1/8/05 39,299 124,650
50,000 2.0% $3.00 8/11/05 71,500 171,500
Albert N. Wergley 50,000 2.0% $3.00 8/11/05 71,500 171,500
30,001 1.2% $6.00 5/3/03 16,200 67,502
4,501 0.2% $6.00 2/13/04 3,916 13,863
10,000 0.4% $6.00 10/1/04 12,100 39,900
- --------------------------
<FN>
(1) The actual value, if any, an employee may realize will depend on
the excess of the stock price over the exercise price on the date
the stock option is exercised. The dollar amounts under these
columns are the result of calculations at the 5% and 10% rates
set by the rules of the SEC and therefore are not intended to
forecast future appreciation, if any, of the Company's stock
price.
(2) Mr. Backus was granted 600,000 options in August 1997. In
December 1997, 425,000 of these options were canceled and 850,000
options previously granted to Mr. Backus were repriced.
</FN>
</TABLE>
OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUE TABLE
The following table sets forth information regarding the exercise of
stock options and the unexercised stock options as of December 31, 1997 granted
to the Chief Executive Officer and the Named Executive Officers under the
Company's 1996 Incentive Plan or any stock plan of either US Order or Colonial
Data, which were assumed by the Company pursuant to the Merger.
<PAGE>
<TABLE>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs Options/SARs
at December 31, 1997(#) at December 31, 1997($)(1)
Shares Acquired Value ------------------------------ ---------------------------
Name on Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John C. Backus, Jr. - 0 - - 0 - 625,000 400,000 25,000 9,000
Robert J. Schock - 0 - - 0 - - 0 - - 0 - - 0 - - 0 -
William F. Gorog - 0 - - 0 - 450,000 50,000 344,000 - 0 -
Mark L. Baird - 0 - - 0 - 10,000 77,000 - 0 - - 0 -
John W. Hillyard - 0 - - 0 - - 0 - 75,000 - 0 - - 0 -
Albert N. Wergley - 0 - - 0 - 21,498 94,502 - 0 - - 0 -
- -------------------------
<FN>
(1) Value based on last reported sale price of the Company's common stock
on December 31, 1997 (the last trading day of the year) on the Nasdaq
National Market minus the exercise price. The last reported sale price
at December 31, 1997 was $1.84 per share.
</FN>
</TABLE>
COMPENSATION OF DIRECTORS
Directors of the Company who are not also executive officers of the
Company or of an affiliate of the Company ("Non-Affiliate Directors") receive a
quarterly payment of $1,250 and $500 for each Board meeting attended, excluding
telephonic meetings. They are also 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.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
- ---------------------------------------------------------------------
ARRANGEMENTS
- ------------
JOHN C. BACKUS, JR.
The Company has entered into an employment agreement with John C.
Backus, Jr. as of August 11, 1997, providing that Mr. Backus will serve as
President and Chief Executive Officer of the Company until December 31, 2000,
unless further extended or sooner terminated as set forth in the agreement.
Furthermore, the Company will annually nominate and take such action as may be
appropriate or necessary to seek stockholder election of Mr. Backus to the
Company's Board of Directors. Mr. Backus has agreed to resign from the Board in
connection with, and effective upon, termination of his employment with the
Company.
<PAGE>
Mr. Backus is entitled to a base salary of $350,000 per year and an
annual bonus of up to 75% of his base salary and certain fringe benefits. In
addition, Mr. Backus is entitled to participate in all bonus and incentive
compensation plans or arrangements made available by the Company to its officers
and directors. Mr. Backus was granted options to purchase 600,000 shares of
Common Stock pursuant to the Company's 1996 Incentive Plan and Mr. Backus has
agreed to hold 25,000 shares of Common Stock for the duration of his employment
agreement.
Mr. Backus' employment agreement terminates automatically upon his
death in which case the Company would have no further obligation to Mr. Backus
or his estate other than the disposition of life insurance and related benefits
and accrued and unpaid base salary and incentive compensation for periods prior
to the date of death and the Retirement Benefit (as defined). The Company may
terminate the agreement for "cause" (as defined) or if Mr. Backus incurs a
disability that continues for a period of 12 consecutive months. Mr. Backus may
terminate the agreement upon prior written notice to the Company or for "good
reason" (as defined). If the Company terminates Mr. Backus for other than
"cause," or if Mr. Backus terminates the agreement for "good reason," (as
defined) or if Mr. Backus' employment is terminated within two years prior to or
following a "Change in Control" (as defined), then Mr. Backus is entitled to:
(i) the undiscounted remainder of his base salary, any deferred salary and/or
bonus compensation, and a Retirement Benefit (as defined), whether or not vested
immediately prior to his termination; (ii) an amount equal to the highest
incentive bonus paid to him during the three years preceding his termination,
prorated through his month of termination; (iii) certain other compensation; and
(iv) all granted but unvested options become immediately exercisable and remain
exercisable for their respective remaining terms.
In December 1997, Mr. Backus agreed to cancel 425,000 options with an
exercise price of $3.00 previously granted to him in 1997. In consideration of
this cancellation of options, the Compensation Committee of the Board of
Directors repriced 850,000 options previously granted to Mr. Backus (of which
750,000 were vested) from an exercise price of $7.13 to an exercise price of
$1.80. The vesting schedule for the repriced options was also changed to provide
that 425,000 options are vested and the remaining 425,000 options will vest in
2002, but will accelerate upon certain stock performance milestones.
JOHN W. HILLYARD, MARK L. BAIRD AND ALBERT N. WERGLEY
The Company has entered into an employment agreement with each of John
W. Hillyard, Mark L. Baird and Albert N. Wergley (each an "Executive"), each as
of December 17, 1997, providing that Messrs. Hillyard, Baird and Wergley will
serve as Vice President and Chief Financial Officer, Vice President of
Operations, and Vice President and General Counsel, respectively, of the Company
until December 31, 1999, unless further extended or sooner terminated as set
forth in the agreement.
Each Executive is entitled to a base salary per year and annual
bonuses. In addition, each is entitled to participate in all bonus and incentive
compensation plans or arrangements made available by the Company to its officers
and directors and is entitled to receive such benefits as provided to all
salaried employees as well as those established by the Compensation Committee
for the Company's executives.
<PAGE>
Each Executive's employment agreement terminates automatically upon
such Executive's death in which case the Company would have no further
obligation to such Executive or his estate other than the disposition of life
insurance and related benefits and accrued and unpaid base salary, bonus,
unreimbursed expenses and incentive compensation for periods prior to the date
of death (the "Standard Termination Payments"). The Company may terminate the
agreement for "cause" (as defined) or if the Executive incurs a disability that
continues for a period of 180 consecutive days. The Executive may terminate the
agreement for "good reason" (as defined). The Executive may also terminate the
agreement in which case the Company would have no further obligation to such
Executive except for the Standard Termination Payments. If the Company
terminates an Executive for other than "cause" or upon death or total
disability, or if such Executive terminates the agreement because the Company
fails to comply with the agreement or following a "Change in Control" whereby
the Executive's duties are substantially diminished or the Executive is
relocated, then such Executive is entitled to: (i) the Standard Termination
Payment; (ii) any bonus earned but not yet paid under any "Stay Put" or any
other bonus program; (iii) 100% of his annual base salary; and (iv) any and all
options granted shall be vested for twelve months and exercisable for the longer
of twelve months after the termination date or period for exercise as provided
in such Executive's option agreement. In addition, if the Company terminates
such Executive following a "Change of Control" for other than "cause," total
disability or upon death, or if such Executive terminates the agreement due to a
substantial change in duties or relocation following a "Change in Control," the
Executive shall have the following additional rights: (i) the Company shall pay
an additional 50% of such Executive's annual base salary, (ii) all granted but
unvested options shall become immediately vested and nonforfeitable and remain
exercisable for their respective remaining terms, and (iii) such Executive shall
have the right to cause the Company to purchase all or a portion of the options
at their fair value on the date of termination.
ROBERT J. SCHOCK
During the period from January 1, 1997 to May 7, 1997, Robert J. Schock
was Chief Executive Officer of the Company. Prior to May 7, 1997, Mr. Schock had
an employment agreement with the Company which provided that should the
employment agreement be terminated under certain circumstances, Mr. Schock would
have the option of entering into a consulting agreement with the Company for a
term of three years.
Mr. Schock resigned his position as Chief Executive Officer on May 7,
1997, and at that time Mr. Schock and the Company entered into a consulting
agreement (the "Consulting Agreement") with a term commencing on that date and
ending June 30, 2000. Under the Consulting Agreement, the Company paid Mr.
Schock an initial payment of $750,000 and pays an additional $25,000 per year,
payable ratably in equal monthly installments. The Consulting Agreement also
provides Mr. Schock with continued participation or equivalent benefits in the
Company's disability and health insurance plans (including dependent coverage)
and continues the life insurance provided to Mr. Schock as of the commencement
of the Consulting Agreement.
Pursuant to the Consulting Agreement, Mr. Schock provides consulting
services to the Company with respect to the Company's telecommunications
equipment business. Under the
<PAGE>
Consulting Agreement, Mr. Schock agreed not to compete with the business of the
Company during the term of the Consulting Agreement and for two years after the
termination of the Consulting Agreement. Mr. Schock also agreed to keep certain
information confidential and to provide certain other support and assistance to
the Company.
The Consulting Agreement is terminable upon certain events, including
disability, death or material breach.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -----------------------------------------------------------------------
The following table sets forth information as of April 16, 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 of the Company, (iii) each executive
officer named in the Summary Compensation Table (the "Named Executive
Officers"), 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 rules of the Securities and Exchange Commission, a person who
directly or 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 rules of the
Securities and Exchange Commission.
<PAGE>
OWNERSHIP OF COMMON STOCK
BENEFICIAL OWNERSHIP
-----------------------------
NUMBER OF
NAME OF STOCKHOLDER SHARES PERCENT
------------------- -------------- -------
WorldCorp, Inc. 9,179,273 (1) 29.4%
13873 Park Center Road
Suite 490
Herndon, Virginia 22071
Morgan Stanley, Dean Witter, Discover & Co. 3,185,323 (2) 10.2%
1585 Broadway
New York, New York 10036
John C. Backus, Jr. 696,033 (3) 2.2%
William F. Gorog 641,212 (4) 2.0%
Albert N. Wergley 36,332 (5) *
Patrick F. Graham 26,291 (6) *
Mark L. Baird 20,583 (7) *
L. William Seidman 9,000 (8) *
John W. Hillyard 8,333 (9) *
T. Coleman Andrews, III 6,000 (10) *
Robert J. Schock 500 (11) *
Brian A. Bogosian -- --
John J. McDonnell, Jr. -- --
Directors and Executive Officers
as a Group (11 persons) 1,444,284 (12) 4.5%
- ---------------
(1) Consists of shares owned by WorldCorp Investments, Inc., a wholly owned
subsidiary of WorldCorp.
(2) As reported in the Schedule 13G filed with the SEC with information as of
December 31, 1997, includes shares held in accounts managed by Morgan
Stanley Asset Management Limited, a wholly owned subsidiary of Morgan
Stanley, Dean Witter, Discover & Co.
(3) Includes 500,000 shares of Common Stock issuable upon the exercise of
options and options to purchase 125,000 shares transferred by Mr. Backus
to an irrevocable trust for the benefit of his children.
(4) Includes 450,000 shares of Common Stock issuable upon the exercise of
options and 35,000 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.
(5) Includes 36,332 shares of Common Stock issuable upon the exercise of
options.
(6) Includes 25,791 shares of Common Stock issuable upon the exercise of
options. Does not include 9,179,273 shares of Common Stock beneficially
held by WorldCorp, of which Mr. Graham serves as chief executive officer.
Mr. Graham disclaims beneficial ownership of such shares.
(Footnotes continued on the following page)
<PAGE>
(7) Includes 18,583 shares of Common Stock issuable upon the exercise of
options.
(8) Includes 6,000 shares of Common Stock issuable upon the exercise of
options.
(9) Includes 8,333 shares of Common Stock issuable upon the exercise of
options.
(10) Includes 6,000 shares of Common Stock issuable upon the exercise of
options. 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.
(11) Includes 500 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.
(12) Includes 1,176,039 shares of Common Stock issuable upon the exercise of
options.
* Less than 1%.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED 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.
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
between the Company and a corporation owned by Robert J. Schock, the Company
leases an airplane owned by the corporation 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 $259,297 in 1997 for
expenses related to the use of the airplane.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
INTELIDATA TECHNOLOGIES CORPORATION
By /s/ John C. Backus, Jr.
-----------------------------------------------
JOHN C. BACKUS, JR.
Director; President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John C. Backus, Jr. Director; President and Chief Executive April 30, 1998
----------------------- Officer (Principal Executive Officer)
JOHN C. BACKUS, JR.
/s/ William F. Gorog Director; Chairman of the Board April 30, 1998
--------------------
WILLIAM F. GOROG
----------------- Director; President and Chief Executive April 30, 1998
BRIAN A. BOGOSIAN Officer, Telecommunications Division
/s/ John W. Hillyard Vice President and Chief Financial April 30, 1998
-------------------- Officer (Principal Financial and
JOHN W. HILLYARD Accounting Officer)
/s/ T. Coleman Andrews, III Director April 30, 1998
---------------------------
T. COLEMAN ANDREWS, III
/s/ Patrick F. Graham
--------------------- Director April 30, 1998
PATRICK F. GRAHAM
/s/ John J. McDonnell, Jr. Director April 30, 1998
--------------------------
JOHN J. MCDONNELL, JR.
/s/ L. William Seidman Director April 30, 1998
----------------------
L. WILLIAM SEIDMAN
</TABLE>
