================================================================================
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, 1998 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)
11600 Sunrise Valley Drive, Suite 100, Reston, VA 20191
(Address of Principal Executive Offices)
(703) 259-3000
(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 [X].
The aggregate market value of the Common Stock held by non-affiliates of the
registrant on March 1, 1999, was approximately $37,526,000. 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,
1999 was 31,774,005.
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.....10
Item 13. Certain Relationships and Related Transactions.....................12
Signatures....................................................................13
<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 73 Director; Chairman of the Board
Alfred S. Dominick, Jr. 53 Director; President and Chief
Executive Officer
John C. Backus, Jr. 40 Director
Patrick F. Graham 59 Director
John J. McDonnell, Jr. 61 Director
L. William Seidman 78 Director
William F. Gorog, age 73, has served as Chairman and director of the Company
since November 1996. Mr. Gorog had served as Chairman of US Order from May 1990
to November 1996. From October 1987 until founding US Order in May 1990, 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
and which was subsequently sold to the Mead Corporation. He currently serves as
a director of WorldCorp, Inc. On February 12, 1999, WorldCorp, Inc. filed a
Voluntary Petition and a proposed plan of reorganization under Chapter 11 of the
United States Bankruptcy Code with the United States Bankruptcy Court for the
District of Delaware.
Alfred S. Dominick, Jr., age 53, has served as the President and Chief Executive
Officer of the Company since August 1998. Prior to joining InteliData, Mr.
Dominick had served as president of the Retail Products Delivery Group at M&I
Data Services. Prior to joining M&I Data Services in July 1995, he was Executive
Vice President of Retail Banking and a member of the Executive Committee for
Boatmen's Bancshares Corporation for three years. Prior to that Mr. Dominick was
an Executive Vice President with Bank One Texas, since 1985. Prior to Bank One
Texas, Mr. Dominick was a Senior Vice President with Fleet National Bank. Mr.
Dominick currently serves as a director of Home Financial Network, Inc.
John C. Backus, Jr., age 40, has been a director of the Company since 1996. He
is currently a Managing Director of The Draper Atlantic Venture Fund, a venture
capital firm. He previously
<PAGE>
served as President of the Company from the Merger until August 1998 and served
as President and Chief Executive Officer of the Company from 1997 until August,
1998. 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 of Home Financial Network, Inc.
Patrick F. Graham, age 59, 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 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, Inc. On February 12,
1999, WorldCorp, Inc. filed a Voluntary Petition and a proposed plan of
reorganization under Chapter 11 of the United States Bankruptcy Code with the
United States Bankruptcy Court for the District of Delaware.
John J. McDonnell, Jr., age 61, 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. From 1987 to
1989, Mr. McDonnell served as president and chief executive officer of Digital
Radio Networks, Inc., a local access bypass carrier for point-of-sale
transactions. Mr. McDonnell has previously served as group vice president for
the information technologies and telecommunications group of the Electronic
Industries Association; vice president, international operations and vice
president, sales, for Tymnet, Inc. with responsibility for both private network
sales and public network services; and director of technology and
telecommunications for the National Commission on Electronic Funds Transfer. Mr.
McDonnell was one of the founding members of the Electronics Fund Transfer
Association and serves on its board. Mr. McDonnell is also a director of Credit
Management Solutions, Inc., a software development company.
L. William Seidman, age 78, 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
<PAGE>
processing company, and of Clark/Bardes Holdings, Inc., a services company
providing insurance-financed benefits programs.
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, 1998, 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.
ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------
Summary Compensation Table
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,
1998, 1997 and 1996 of (a) the two individuals who served as the Company's Chief
Executive Officer during 1998, 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 $100,000
for the fiscal year ended December 31, 1998.
<TABLE>
Long-Term Compensation
-----------------------
Awards
-----------------------
Annual Compensation Restricted Securities
--------------------------------------- Stock Underlying All Other
Year Salary($) Bonus($)<F1> Other($) Awards(#) Options(#) Compensation($)<F2>
---- --------- ------------ -------- ---------- ----------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alfred S. Dominick, Jr. 1998 109,617 -- -- -- -- 7,295
President and Chief
Executive Officer
(since 8/98) <F3>
John C. Backus, Jr. 1998 350,000 -- -- -- -- 16,074
President and Chief 1997 301,032 -- -- -- 1,025,000<F4> 9,025
Executive Officer 1996 250,000 -- -- -- -- 7,180
(prior to 8/98) <F4>
William F. Gorog 1998 256,001 -- -- -- 100,000<F5> 2,550
Chairman 1997 250,000 -- -- -- 100,000 2,375
1996 250,000 -- -- -- -- --
Mark L. Baird 1998 135,004 25,000 -- -- 87,000<F6> 7,702
Vice President, 1997 132,308 25,000 -- -- 77,000 3,128
Operations <F6> 1996 114,846 10,000 -- -- 22,000 1,280
<PAGE>
Joseph P. Payne 1998 199,405 25,000 -- -- 377,500<F7> 2,500
President and Chief
Executive Officer,
Telecommunications
Division <F7>
Albert N. Wergley 1998 147,407 25,000 -- -- 120,500<F8> 1,548
Vice President, General 1997 131,537 25,000 -- -- 94,502 2,375
Counsel and Secretary 1996 121,225 11,500 -- -- 16,000 --
- -------------------------
<FN>
<F1> Bonus awards are reported for the year earned but may have been
paid in the subsequent year.
<F2> For 1998, includes: (i) the dollar value of insurance premiums
paid by the Company for the benefit of Mr. Backus ($13,449) and
Mr. Dominick ($7,295); (ii) the amount of Company matching
contributions made on behalf of the named individuals under the
Company's 401(K) Plan as follows: Messrs. Backus ($2,625), Gorog
($2,550), Baird ($1,840), Payne ($2,500) and Wergley ($1,548);
and (iii) automobile allowance for Mr. Baird ($5,862).
For 1997, includes: (i) the dollar value of insurance premiums
paid by the Company for the benefit of Mr. Backus ($6,650); (ii)
the amount of Company matching contributions made on behalf of
the named individuals under the Company's 401(K) Plan as
follows: Messrs. Backus, Gorog, Baird and Wergley ($2,375 each);
and (iii) automobile allowance for Mr. Baird ($753).
For 1996, includes the dollar value of insurance premiums paid
by the Company for the benefit of Mr. Backus ($7,180).
<F3> Mr. Dominick joined the Company on August 17, 1998 and succeeded
Mr. Backus as President and Chief Executive Officer.
<F4> Mr. Backus became Chairman of the Executive Committee of the
Board on August 17, 1998 after Mr. Dominick succeeded him as
President and Chief Executive Officer. Mr. Backus was granted
600,000 options in August 1997. In December 1997, 425,000 of
these options were canceled and 850,000 options previously
granted to Mr. Backus were repriced.
<F5> The 100,000 options granted in 1998 consist of a repricing of
the 100,000 options previously granted in 1997.
<F6> Mr. Baird's employment with the Company ended on March 31, 1999.
Includes 22,000 options previously granted that were repriced in
1997 which were also included in the 87,000 options that were
repriced in 1998.
<F7> Mr. Payne joined the Company on March 22, 1996, became an
executive officer of the Company in 1998, and his employment
with the Company ended on March 31, 1999. Includes 77,500
options previously granted that were repriced in 1998.
Information is not provided for any fiscal year prior to Mr.
Payne becoming an executive officer of the Company.
<F8> Includes 44,502 options previously granted that were repriced in
1997 which were also included in the 116,000 options that were
repriced in 1998.
</FN>
</TABLE>
<PAGE>
Option/SAR Grants in Last Fiscal Year
The following table sets forth information with respect to stock option
grants under the Company's 1996 Incentive Plan or under any stock plan of either
US Order or Colonial Data, which were assumed by the Company pursuant to the
Merger.
<TABLE>
Potential Realizable Value at
Number of % of Total Assumed Annual Rates of Stock
Securities Options/SARs Price Appreciation for Option
Underlying Granted to Exercise or Term <F2>
Options/SARs Employees Base Price Expiration -----------------------------
Name Granted (#)<F1> in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ---- --------------- -------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Alfred S. Dominick, Jr. -- -- -- -- -- --
John C. Backus, Jr. -- -- -- -- -- --
William F. Gorog 100,000 6.5% $1.00 5/21/05 40,710 94,872
Mark L. Baird 10,000 .07% $1.00 7/6/04 3,401 7,716
5,000 .03% $1.00 5/21/05 2,036 4,744
50,000 3.3% $1.00 8/11/05 20,355 47,436
22,000 1.4% $1.00 11/5/06 10,504 25,159
Joseph P. Payne 20,000 1.3% $1.00 3/22/04 6,802 15,431
7,500 .05% $1.00 10/1/04 2,551 5,787
50,000 3.3% $1.00 8/11/05 20,355 47,436
300,000 19.6% $1.00 6/9/96 143,237 343,077
Albert N. Wergley 50,000 3.3% $1.00 8/11/05 20,355 47,436
50,000 3.3% $1.00 5/3/03 13,814 30,525
6,000 .04% $1.00 2/13/04 2,041 4,629
10,000 .07% $1.00 10/1/04 3,401 7,716
4,500 .03% $1.03 12/8/06 2,213 5,301
- --------------------------
<FN>
<F1> Options granted in 1998 for the Named Executive Officers, except
for 300,000 options granted to Mr. Payne and 4,500 options
granted to Mr. Wergley, consist of options previously granted
that were repriced on June 9, 1998.
<F2> The actual value, if any, an employee may realize will depend on
the excess of the stock price over the exercise price on the date
the stock option is exercised. Potential Realized Value is net of
the option exercise price. The dollar amounts under these columns
are the result of calculations at the 5% and 10% rates set by the
rules of the SEC and therefore are not intended to forecast
future appreciation, if any, of the Company's stock price.
</FN>
</TABLE>
Option Exercises in Last Fiscal Year and Year-End Value Table
The following table sets forth information regarding the exercise of
stock options and the unexercised stock options as of December 31, 1998 granted
to the Chief Executive Officer and the Named Executive Officers under the
Company's 1996 Incentive Plan or any stock plan of either US Order or Colonial
Data, which were assumed by the Company pursuant to the Merger.
<PAGE>
<TABLE>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs Options/SARs
at December 31, 1998(#) at December 31, 1998($)<F2>
---------------------------- ---------------------------
Shares Acquired Value
Name on Exercise (#) Realized($)<F1> Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alfred S. Dominick, Jr. - 0 - - 0 - - 0 - - 0 - - 0 - - 0 -
John C. Backus, Jr. - 0 - - 0 - 625,000 400,000 - 0 - - 0 -
William F. Gorog 300,000 6,000 150,000 50,000 46,500 15,500
Mark L. Baird - 0 - - 0 - 18,583 68,417 5,761 21,209
Joseph P. Payne - 0 - - 0 - 12,055 365,445 3,737 113,288
Albert N. Wergley - 0 - - 0 - 36,331 84,169 11,263 25,957
- -----------------------
<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, 1998 (the last trading day of the year) on the Nasdaq National
Market minus the exercise price. The last reported sale price at December
31, 1998 was $1.31 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 had an employment agreement with John C. Backus, Jr., dated
as of August 11, 1997, that provided that Mr. Backus would 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 agreed that it would annually nominate and take such
action as may be appropriate or necessary to seek stockholder election of Mr.
<PAGE>
Backus to the Company's Board of Directors. Mr. Backus also agreed to resign
from the Board in connection with, and effective upon, termination of his
employment with the Company. On August 17, 1998, Mr. Backus resigned his
position as President and Chief Executive Officer of the Company and assumed the
position of Chairman of the Executive Committee. Mr. Backus was 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 was entitled to
participate in all bonus and incentive compensation plans or arrangements made
available by the Company to its officers and directors.
Other Named Executive Officers
The Company has an employment agreement with Albert N. Wergley (the
"Executive"), dated as of December 17, 1997, providing that the Executive will
serve as General Counsel of the Company until December 31, 1999, unless further
extended or sooner terminated as set forth in the agreement. The Company had
substantially similar agreements with Mark L. Baird and Joseph P. Payne prior to
their termination of employment with the Company on March 31, 1999.
The Executive is entitled to a base salary per year and annual bonuses.
In addition, he 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. The Executive's employment agreement terminates
automatically upon the Executive's death in which case the Company would have no
further obligation to the 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 the
Executive except for the Standard Termination Payments. If the Company
terminates the Executive for other than "cause" or upon death or total
disability, or if the 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 the 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 the Executive's option agreement. In addition, if the Company terminates the
Executive following a "Change of Control" for other than "cause," total
disability or upon death, or if the 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 the 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) the 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.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -----------------------------------------------------------------------
The following table sets forth information as of April 1, 1999,
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 to direct the voting of securities, and investment
power is the power to dispose of or to 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>
<TABLE>
OWNERSHIP OF COMMON STOCK
Beneficial Ownership
-----------------------------
Number of
Name of Stockholder Shares Percent
------------------- --------- -------
<S> <C> <C>
WorldCorp, Inc. 8,734,273 <F1> 27.5%
13873 Park Center Road
Suite 490
Herndon, Virginia 22071
Morgan Stanley, Dean Witter & Co. 3,039,223 <F2> 9.6%
1585 Broadway
New York, New York 10036
John H. Timmis
28 Hawley Road
North Salem, NY 10560 2,007,000 <F3> 6.3%
John C. Backus, Jr. 664,909 <F4> 2.1%
William F. Gorog 653,741 <F5> 2.1%
Alfred S. Dominick, Jr. 110,000 *
Albert N. Wergley 42,331 <F6> *
Patrick F. Graham 34,500 <F7> *
L. William Seidman 24,500 <F8> *
Mark L. Baird 18,583 <F9> *
Joseph P. Payne 12,197 <F10> *
John J. McDonnell, Jr. 5,500 <F11> *
Directors and Executive Officers
as a Group (9 persons) 1,566,261 <F12> 4.8%
- ---------------
<FN>
<F1> Includes 1,615,396 shares held by World Airways, Inc., an affiliate of
WorldCorp, Inc. On February 12, 1999, WorldCorp, Inc. filed a Voluntary
Petition and a proposed plan of reorganization under Chapter 11 of the
United States Bankruptcy Code with the United States Bankruptcy Court for
the District of Delaware.
<F2> As reported in the Schedule 13G/A filed with the SEC with information as
of February 10, 1999, includes shares held in accounts managed by Morgan
Stanley Dean Witter Investment Management Limited, a wholly owned
subsidiary of Morgan Stanley, Dean Witter & Co.
<F3> As reported in the Schedule 13G/A filed with the SEC with information as
of February 16, 1999.
<F4> 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.
<F5> Includes 50,000 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.
<F6> Includes 36,331 shares of Common Stock issuable upon the exercise of
options.
<PAGE>
<F7> Includes 34,000 shares of Common Stock issuable upon the exercise of
options. Does not include 8,734,273 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.
<F8> Includes 11,500 shares of Common Stock issuable upon the exercise of
options.
<F9> Includes 18,583 shares of Common Stock issuable upon the exercise of
options.
<F10> Includes 12,055 shares of Common Stock issuable upon the exercise of
options.
<F11> Includes 5,500 shares of Common Stock issuable upon the exercise of
options.
<F12> Includes 792,969 shares of Common Stock issuable upon the exercise of
options.
* Less than 1%.
</FN>
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------
Pursuant to an Agreement dated as of July 31, 1998, the Company sold to
CDT Corporation certain of the Company's assets and inventories relating to the
Company's discontinued telecommunications repair business. At the time of the
Agreement, Mark L. Baird was an executive officer of the Company and was also
the president and a director of CDT Corporation. The price paid by CDT
Corporation for the assets and inventories was $85,000 in cash. Since the sale
of the telecommunications repair business, the Company leased approximately
5,200 square feet of its Connecticut facility to CDT Corporation. The lease is
terminable by either party on forty-five days notice. During 1998, the Company
received $10,400 in deposits and lease payments relating to this lease.
<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/ Alfred S. Dominick, Jr.
---------------------------
Alfred S. Dominick, Jr.
President, Chief Executive Officer, Acting
Chief Financial Officer and Director
(Principal Executive and Financial 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/ Alfred S. Dominick, Jr. President, Chief Executive Officer, April 30, 1999
- --------------------------- Acting Chief Financial Officer and
Alfred S. Dominick, Jr. Director (Principal Executive and
Financial Officer)
/s/ William F. Gorog Chairman of the Board and Director April 30, 1999
- --------------------
William F. Gorog
/s/ Steven P. Mullins Controller April 30, 1999
- --------------------- (Principal Accounting Officer)
Steven P. Mullins
/s/ John C. Backus, Jr. Director April 30, 1999
- -----------------------
John C. Backus, Jr.
/s/ Patrick F. Graham Director April 30, 1999
- ---------------------
Patrick F. Graham
/s/ John J. McDonnell, Jr. Director April 30, 1999
- --------------------------
John J. McDonnell, Jr.
/s/ L. William Seidman Director April 30, 1999
- ----------------------
L. William Seidman
</TABLE>
