As filed with the Securities and Exchange Commission on August 16, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
INTELIDATA TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 54-1820617
(State or Other 11600 Sunrise Valley Drive, Suite 100, (I.R.S. Employer
Jurisdiction of Reston, Virginia 20191 Identification No.)
Incorporation or (703) 259-3000
Organization) (Address, including zip code, and telephone number, inclu-
ding area code, of Registrant's principal executive offices)
-------------------------
Albert N. Wergley, Esq.
Vice President and General Counsel
InteliData Technologies Corporation
11600 Sunrise Valley Drive, Suite 100,
Reston, Virginia 20191
(703) 259-3000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
David M. Carter
Hunton & Williams
NationsBank Plaza, Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
-------------------------
Approximate date of commencement of the proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
--------------------
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective statement for the
same offering. [ ]
-------------------
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
=========================================================================================================================
Title of Each Class Proposed Maximum Offering Amount of
of Securities to Amount to be Price Proposed Maximum Registration
be Registered Registered <F1> Per Share <F2> Aggregate Offering Price Fee <F2>
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 6,270,000 Shares $3.14 $19,687,800 $5,808
=========================================================================================================================
<FN>
<F1>The shares of common stock that may be offered pursuant to this Registration
Statement consist of 6,000,000 shares issuable upon conversion of the Company's
4% Series B Convertible Preferred Stock and 270,000 shares issuable upon the
exercise of certain warrants. The number of shares of common stock included in
the table is estimated based on the requirements of the Certificate of
Designation for the 4% Series B Convertible Preferred Stock, and the number of
shares of common stock issuable upon the exercise of the warrants on such date.
The actual number of shares of common stock received upon conversion of shares
of the 4% Series B Convertible Preferred Stock and exercise of the warrants may
vary from the numbers estimated above. In addition, the shares of 4% Series B
Convertible Preferred Stock are convertible by any holder only to the extent
that the number of shares of common stock issuable in such conversions, together
with the number of shares of issued and outstanding common stock owned by such
holder and its affiliates, would not exceed 4.999% of the Company's then
outstanding common stock as determined under Section 13(d) of the Securities
Exchange Act of 1934. In addition to the shares set forth in the table, in
accordance with Rule 416, this Registration Statement covers such additional
indeterminate number of shares of common stock that may be issuable as a result
of stock splits, stock dividends and other similar transactions.
<F2>Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) on the basis of $3.14 per share, which was the
average of the high and low prices of the common stock as quoted on the Nasdaq
National Market on August 12, 1999.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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</FN>
</TABLE>
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 16, 1999
P R O S P E C T U S
---------------------
6,270,000 Shares
INTELIDATA TECHNOLOGIES
CORPORATION
Common Stock
---------------------
Our common stock is traded on the Nasdaq National Market under the
trading symbol "INTD." The reported closing price on the Nasdaq on August 13,
1999 was $3.22 per share.
The shares of common stock described in this prospectus are issuable
upon (i) conversion of our 4% Series B Convertible Preferred Stock that we sold
to certain of the selling stockholders in a private placement and (ii) exercise
of warrants that we granted to certain selling stockholders. These shares of
common stock, when issued to the selling stockholders, will be offered by the
selling stockholders named in this prospectus, which will receive all of the
proceeds from any sales. We will not receive any of the proceeds from the sale
of these shares. Under the terms of the 4% Series B Convertible Preferred Stock
described in this prospectus, the shares of 4% Series B Convertible Preferred
Stock are convertible by any holder only to the extent that the number of shares
of common stock issuable in such conversions, together with the number of shares
of issued and outstanding common stock owned by such holder and its affiliates,
would not exceed 4.999% of our then outstanding common stock as determined under
Section 13(d) of the Securities Exchange Act of 1934.
The selling stockholders may sell the shares of common stock at various
times and in various types of transactions, including sales in the open market,
sales in negotiated transactions and sales by a combination of these methods.
Shares may be sold at the market price of the common stock at the time of a
sale, at prices relating to the market price over a period of time, or at prices
negotiated with the buyers of shares. We do not know, however, when the proposed
sale of the shares by the selling stockholders will occur. More detailed
information concerning the distribution of the shares is contained in the
section of this prospectus entitled "Plan of Distribution" which begins on page
15.
We are registering the offer and sale of the shares of common stock to
satisfy our contractual obligations to provide the selling stockholders with
freely tradable shares upon the conversion of the 4% Series B Convertible
Preferred Stock or the exercise of the warrants, as the case may be.
In addition, any profits realized by the selling stockholders or such
brokers on the sale of any shares may constitute underwriting commissions. We
will not receive any of the proceeds from the sale of the shares offered hereby.
You should consider carefully the Risk Factors beginning on page 6 of
this prospectus before purchasing any of the Common Stock offered hereby.
---------------------------
The Securities and Exchange Commission and state securities regulators
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is August 16, 1999.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING ANY OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
TABLE OF CONTENTS
PAGE
----
Available Information.............................................2
Information Incorporated by Reference.............................2
The Company.......................................................4
Forward Looking Information.......................................4
Risk Factors......................................................6
Use of Proceeds..................................................14
Selling Stockholders.............................................14
Plan of Distribution.............................................15
Legal Matters....................................................17
Experts..........................................................17
You should rely on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders, as hereinafter defined,
are offering to sell, and seeking offers to buy, shares of our common stock only
in jurisdictions where offers and sales are permitted. The information contained
in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of the
shares.
In this prospectus, "selling stockholders" refers to the persons identified
in the section titled "Selling Stockholders" on page 14.
In this prospectus, "InteliData," "we," "us" and "our" refer to InteliData
Technologies Corporation.
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements, and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any documents we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from our web site at
http://www.intelidata.com or at the SEC's web site at http://www.sec.gov.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below, and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), until all the shares registered by this
prospectus are sold. This prospectus is part of a Registration Statement we
filed with the SEC (Registration No. 333- ). The documents we incorporate
by reference are:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31, 1998,
as amended through the date hereof;
2. Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999;
3. Our Current Reports on Form 8-K, filed with the SEC on April 19, 1999, June
3, 1999 and July 26, 1999 (as amended on July 28, 1999);
<PAGE>
4. The description of our Common Stock contained in our Registration Statement
on Form 8-B, as filed with the SEC on November 6, 1996; and
5. The description of our Preferred Stock Purchase Rights contained in our
Registration Statement on Form 8-A, as filed with the SEC on January 26,
1998.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Investor Relations, InteliData
Technologies Corporation, 11600 Sunrise Valley Drive, Suite 100, Reston,
Virginia 20191; telephone number (703) 259-3000.
<PAGE>
THE COMPANY
We were incorporated on August 23, 1996 under Delaware law in order to
effect the mergers of US Order, Inc. and Colonial Data Technologies Corp. On
November 7, 1996, the mergers were consummated with each share of outstanding US
Order and Colonial Data common stock being exchanged for one share of our common
stock. Accounting for the mergers was treated as a purchase of Colonial Data by
US Order. Accordingly, our financial statements incorporated by reference herein
reflect the results of US Order through November 7, 1996 and the consolidated
results of US Order and Colonial Data thereafter.
We develop and market Internet Banking products and services for the
financial services industries. We are a leading supplier of Internet Banking
software to financial institutions and financial service providers. Our
Interpose Financial Engine(TM) is a real-time system with connectivity from bank
legacy systems to Internet Banking delivery and provides a popular Internet
Banking connectivity software application that runs on the IBM mainframe.
We develop and market software products and implementation services to
assist financial institutions in their Internet Banking and electronic bill
payment initiatives. The products are designed to assist consumers in accessing
and transacting business with their banks and credit unions electronically, and
to assist financial institutions in connecting to and transacting business with
third party processors. The services focus on consulting and maintenance
agreements that support our products.
During the fourth quarter of 1997, we announced our intentions to sell
our interactive services division. The division was established to provide
interactive applications for use on smart telephones and other small screen
devices, such as alpha-numeric pagers, Personal Communication Systems devices
and personal digital assistants. Certain portions of the interactive services
division were sold in the first quarter of 1998 for a nominal sum.
During the second quarter of 1998, we announced our intentions to
discontinue the telecommunications business, other than the leasing of Caller ID
adjuncts, formerly transacted by Colonial Data. The division designed, developed
and marketed telecommunications products including Caller ID adjunct units,
smart telephones and small business telecommunications systems that supported
intelligent network services developed and implemented by the regional Bell
operating companies and other telephone companies.
On June 2, 1999, we made a joint announcement with Home Financial
Network, Inc. declaring our intent to create a joint marketing alliance. The
purpose of the joint marketing alliance is to complete development efforts
currently underway to integrate and bring to market a single, end-to-end
Internet Banking and bill payment solution comprised of Home Financial's Total
Web Banking(TM) service and our Interpose(TM) family of mainframe-based payment
solutions. The jointly developed product suite would be marketed and sold by
both Home Financial and us under the brand name, "InterposeConnect." The
creation of the joint marketing alliance is subject to the parties executing a
definitive agreement.
Our principal executive offices are located at 11600 Sunrise Valley
Drive, Suite 100, Reston, Virginia 20191, and our telephone number is (703)
259-3000.
FORWARD-LOOKING INFORMATION
This prospectus, including the information incorporated by reference
herein, contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Exchange Act. Our actual
results could differ materially from those projected in the forward-looking
statements as a result of the risk factors set forth below. In particular,
please review the sections captioned "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our annual report on Form 10-K
for the fiscal year ended December 31, 1998, and our quarterly reports on Form
10-Q for the quarters ended March 31, 1999 and June 30, 1999, which reports are
incorporated herein by reference, and such section of any subsequently filed
Exchange Act reports. We wish to caution you that such risks and uncertainties
include, but are not limited to:
<PAGE>
- - the impact of competitive products, pricing pressure, product demand and
market acceptance risks
- - Year 2000 compliance issues
- - pace of consumer acceptance of Internet Banking
- - bank mergers and acquisitions
- - evolution of standards including Open Financial Exchange (OFX) and the GOLD
standard
- - risk of integration of our technology by large software companies
- - reliance on key strategic alliances and newly emerging technologies
- - reliance on resellers
- - the on-going viability of the mainframe marketplace and demand for
traditional mainframe products
- - the ability to attract and retain key employees
- - the availability of cash for growth
- - product obsolescence
- - ability to reduce product costs
- - fluctuations in operating results
- - ability to continue funding operating losses
- - delays in development of highly complex products
- - other risks detailed from time to time in our filings with the SEC.
In connection with forward-looking statements which appear in these
disclosures, prospective purchasers of the shares offered hereby should
carefully consider the factors set forth in this prospectus under "Risk
Factors."
<PAGE>
RISK FACTORS
You should carefully consider the risks described below before making
an investment decision. The risks and uncertainties described below are not the
only ones facing us. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial may also impair our business operations.
If any of the following risks actually occur, our business, financial
condition, or results of operations could be materially adversely affected. In
such case the trading price of our common stock could decline and you could lose
all or part of your investment.
This prospectus contains forward-looking statements that involve risk
and uncertainties. Our actual results could differ materially from those
anticipated in such forward-looking statements as a result of a variety of
factors, including those set forth in the following risk factors and elsewhere
in, or incorporated by reference into, this prospectus. In evaluating an
investment in the shares of common stock you should consider carefully the
following risk factors in addition to the other information presented in this
prospectus or incorporated by reference into this prospectus.
Successful Implementation of Business Strategy
During 1998, as the market for telecommunications products and services
changed, we discontinued our telecommunications business in an effort to
streamline our operations and focus our business on Internet Banking. There can
be no assurances that we will be able to implement this business strategy or
effectively fund and grow this line of business.
Liquidity and Going Concern Qualification
Our decision to divest the company from the telecommunications business
segment created certain financial obligations and uncertainties for the future.
We are required to satisfy certain obligations of the telecommunications
business which will carry on beyond June 30, 1999. Those obligations include: o
settlement of trade payables
- - satisfaction of product royalties and license fees
- - satisfaction of commission and other selling expenses
- - providing product warranty service, customer support and technical service
- - satisfying employee severance agreements
- - arranging the destruction of inventory and shutdown of warehouse facilities
- - final closedown of all operating activities
- - compliance with all federal and state regulatory requirements.
At December 31, 1998, we estimated the remaining net liability for the
final shutdown at $5.3 million which was recorded on our balance sheet at
year-end. At June 30, 1999, our remaining estimated net liability was $3.5
million. At June 30, 1999, including discontinued operations, we had $935,000 in
working capital with no long-term debt and $1.3 million in shareholders' equity.
Since June 30, 1999 we have issued 4% Series B Convertible Preferred Stock for
net proceeds of approximately $5.67 million.
<PAGE>
Our accuracy in predicting revenues and cash flow is limited in that
the sale of our core product is reliant on the banking industry's willingness to
invest in a new market, Internet Banking. This market segment is slowly evolving
and is subject to a number of variables that will determine the timing and
quantity of new sales that we are able to achieve. Such variables include: (1)
the effect of consolidations in the banking industry; (2) financial
institutions' progress on Year 2000 compliance; and (3) the banking customers'
willingness to invest freely in an untested customer channel. These reasons
further require that we raise additional working capital in order to have
adequate funds to remain competitive as the product demand evolves. Our
continuation as a going concern is dependent upon our ability to generate
sufficient cash flow to meet our obligations on a timely basis, to obtain
additional financing, and ultimately to attain profitability.
Our consolidated financial statements for the fiscal year ended
December 31, 1998 were prepared under the assumption that we will continue as a
going concern. Our recurring losses from operations have adversely affected our
liquidity. Our auditors have included an explanatory paragraph in their opinion
on our financial statements to state that there is substantial doubt as to our
ability to continue as a going concern. Since then we have raised equity from
the sale of the 4% Series B Convertible Preferred Stock.
Nevertheless, in order for us to have sufficient liquidity to continue
as a going concern in our present form, we will need to execute planned
improvements in operations. We believe our continued existence is dependent upon
our ability to substantially improve our operating results. We estimate our cash
needs based on, among other things, projections of our sales and profit margins.
Our sales and profit margins may not meet projected levels. If sales and profit
margins fall significantly short of projected levels, our ability to continue as
a going concern may be jeopardized.
Listing on Nasdaq
Our common stock currently is listed on the Nasdaq National Market. In
April, 1999, Nasdaq advised us that we were not in compliance with the Nasdaq
National Market's continued listing requirements that include maintaining a net
tangible asset value of at least $4 million. Nasdaq informed us that it intended
to delist our common stock from the Nasdaq National Market. In accordance with
Nasdaq procedures, we appealed Nasdaq's decision, and we have raised
approximately $5.67 million in net proceeds pursuant to the sale of 4% Series B
Convertible Preferred Stock to Strong River Investments, Inc. and Cootes Drive,
LLC, two of the selling stockholders. We believe the proceeds raised from the
sale of the 4% Series B Convertible Preferred Stock have enabled us to satisfy
Nasdaq's net tangible asset requirement. There can be no assurance, however,
that we will continue to satisfy the net tangible asset requirement or that
Nasdaq will not delist our common stock in the future.
<PAGE>
Fluctuations in Operating Results
Our quarterly operating results have varied significantly in the past
and it is likely that they will vary greatly in the future. Some of the factors
that will likely cause our operating results to fluctuate are:
- - the size and timing of customer orders
- - changes in our pricing policies or those of our competitors
- - new product introductions or enhancements by our competitors or by us
- - delays in the introduction of new products or product enhancements by our
competitors or by us
- - customer order deferrals by our customers in anticipation of upgrades and
new products
- - market acceptance of new products
- - the timing and nature of sales, marketing, and research and development
expenses by our competitors or by us
- - other changes in operating expenses, personnel changes and general economic
conditions
- - delays in customer purchase decisions due to customers devoting attention
and resources to Year 2000 Compliance issues.
Additionally, certain financial institutions have recently merged, and
we are unable to assess the future effect that those mergers and other possible
consolidations in the banking industry will have upon us. No assurance can be
given that quarterly variations in our operating results will not occur in the
future and, accordingly, the results of any one quarter may not be indicative of
the operating results for future quarters.
Reliance on Caller ID Leasing Revenues
A majority of our revenues are derived from the leasing of Caller ID
products. We lease Caller ID adjunct units in accordance with an agreement with
US West Communications, Inc., whereby we lease Caller ID units directly to US
West customers. The leasing program enables subscribers to pay a monthly fee for
the equipment and provides us with a stream of recurring revenues. In 1996, US
West notified us that it would terminate leasing new Caller ID adjunct units
under the program. Notwithstanding the termination of this program, previously
existing leases remain in effect. Although we are not able to estimate the
effect on future operations of this discontinued leasing program, the number of
active records in our installed lease base has historically decreased at a rate
of approximately 30% per year. There can be no assurance that this trend or the
realized gross margins on these revenues will continue.
Also, on July 27, 1999, we were notified of possible changes to the
billing process for this lease base. The pending changes could have a
substantial effect on the rate of decline of the lease base, the cost of billing
and our ability to pursue collections. These changes could negatively affect our
revenue, cost of sales and gross margins in future periods.
Developing Marketplace
Internet Banking is a developing market. Our future financial success
in the relatively new Internet Banking marketplace depends, in part, upon:
<PAGE>
- - consumer acceptance and financial institutions' support of Internet Banking
technologies
- - continued growth in personal computer sales and the number of personal
computers with Internet access and continued reductions in the cost of
personal computers and Internet access
- - the degree of financial institutions' success in marketing the Internet
Banking products to their customers and the ability of these institutions
to implement applications in anticipated time frames or with anticipated
features and functionalities
- - the continued absence of regulatory controls and oversight of the Internet
and electronic commerce.
Even if this market experiences substantial growth, there can be no
assurance that our products and services will be commercially successful or will
benefit from such growth. Therefore, there can be no assurance as to the timing,
introduction, or market acceptance of or necessary regulatory approvals for our
products and services.
Our Common Stock Owned by WorldCorp, Inc.
As of August 1, 1999, WorldCorp, Inc., beneficially owned approximately
24.9% of our common stock. On February 12, 1999, WorldCorp announced that it had
reached an agreement with its creditors to restructure the company. Pursuant to
the restructuring, WorldCorp filed a voluntary petition under Chapter 11 of the
U.S. Bankruptcy Code. Under the proposed restructuring plan, most of the shares
of our common stock that are held by WorldCorp will be sold to WorldCorp
Acquisition Corp., a stand-alone subsidiary of WorldCorp. If WorldCorp were to
sell its shares of our common stock to raise necessary capital, retire debt or
for other reasons, such sales, or the threat of such sales, could have a
material adverse effect on the market price for our common stock. In addition,
our Board of Directors has five members, one of whom also serves on the Board of
Directors of WorldCorp. As a result of membership on our Board of Directors and
stock ownership, WorldCorp may have a significant influence on the decisions
made by us.
Technological Considerations
Our business activities are concentrated in fields characterized by
rapid and significant technological advances. It is possible that our products
and services will not remain competitive technologically or that our products,
processes or services will continue to be reflective of such advances. The
following may adversely affect our ability to be technologically competitive:
- - our competitors may develop other technologies that could render our
products and services noncompetitive or obsolete
- - we may be unable to introduce new products or product enhancements that
achieve timely market acceptance and meet financial institutions' or
Internet Banking customers' needs
- - we may encounter unanticipated technical, marketing or other problems or
delays relating to new products, features or services that we recently
introduced or that we may introduce in the future
- - we may be unable to keep pace with our competitors' spending on research
and development of new products because most of our competitors and
potential competitors have significantly greater financial, technological
and research and development resources than we have.
Competition
Although still in the early stages of development, the market for
Internet Banking and other interactive financial products and services is highly
competitive and subject to rapid innovation and technological change, shifting
consumer preferences and frequent new product introductions. A number of
corporations with vast
<PAGE>
financial resources, such as Microsoft Corporation and Intuit, Inc., offer
products and services that compete directly with the products and services we
offer. We expect the number of competitors in the Internet Banking and
interactive financial products and services industry to expand greatly as a
result of the popularity of the Internet and widespread ownership of personal
computers. We foresee our future competitors as including:
- - banks that have already developed (or plan to develop) Internet Banking
products for their own customers, with the possibility of offering the
products to other banks and other banks' customers
- - non-banks that may develop Internet Banking products to offer to banks
- - computer software and data processing companies that currently offer, or
will offer Internet Banking services through the use of their broad
distribution channels that may be used to bundle competing products
directly to end-users or purchasers.
Volatility of Stock Price
It is likely that in the future our common stock will experience the
significant volatility it has experienced in the past. Our common stock is
traded on Nasdaq. The stock market, particularly in recent years, has
experienced volatility that has been especially acute with respect to high
technology-based and development stage stocks such as ours. The volatility of
technology-based and development stage stocks has often been unrelated to the
operating performance of the companies represented by the stock. Factors such as
announcements of the introduction of new products or services by our competitors
and us, market conditions in the banking and other emerging growth company
sectors and rumors relating to our competitors or us have had a significant
impact on the market price of our common stock in the past.
Limited Proprietary Protection
We possess limited patent or registered intellectual property rights
with respect to our technology. We depend in part upon our proprietary
technology and know-how to differentiate our products from those of our
competitors and work independently and from time to time with third parties with
respect to the design and engineering of our own products. We also rely on a
combination of contractual rights and trade secret laws to protect our
proprietary technology. There can be no assurance, however, that we will be able
to protect our technology or successfully develop new technology or gain access
to such technology or that third parties will not be able to develop similar
technology independently or that competitors will not obtain unauthorized access
to our proprietary technology, that third parties will not misuse the technology
to which we have granted access, or that our contractual or legal remedies will
be sufficient to protect our interests in our proprietary technology.
Anti-takeover Provisions; Certain Provisions of Delaware Law,
Certificate of Incorporation and Bylaws
Certain provisions of Delaware law and our certificate of incorporation
and bylaws could have the effect of making it more difficult for a third party
to acquire, or of discouraging a third party from attempting to acquire control
of us. These provisions include:
<PAGE>
- - a provision allowing us to issue preferred stock with rights senior to
those of the common stock without any further vote or action by the holders
of common stock. The issuance of preferred stock could decrease the amount
of earnings and assets available for distribution to the holders of common
stock or could adversely affect the rights and powers, including voting
rights, of the holders of the common stock. In certain circumstances, such
issuance could have the effect of decreasing the market price of the common
stock
- - the existence of a stock rights plan that results in the dilution of the
value of common stock held by a potential acquiror
- - the existence of a staggered board of directors in which there are three
classes of directors serving staggered three-year terms, and thereby
expanding the time required to change the composition of a majority of
directors and perhaps discouraging someone from making an acquisition
proposal for us
- - the bylaws' requirement that stockholders provide advance notice when
nominating our directors
- - the inability of stockholders to convene a stockholders' meeting without
the meeting first being called by the chairman of the board of directors or
the secretary at the request of a majority of the directors
- - the application of Delaware law prohibiting us from entering into a
business combination with the beneficial owner of 15% or more of our
outstanding voting stock for a period of three years after the 15% or
greater owner first reached that level of stock ownership, unless certain
criteria are met.
Year 2000 Compliance
The inability of computers, software and other equipment utilizing
microprocessors to recognize and properly process data fields containing a two
digit year is commonly referred to as the Year 2000 Compliance issue. As the
year 2000 approaches, such systems may be unable to accurately process certain
date-based information. We have implemented a Year 2000 Compliance Project to
identify and remedy any potential Year 2000 Compliance problems. Generally, we
believe our Year 2000 Compliance Project is substantially on schedule.
Our Year 2000 Compliance Project
In 1996, we began a significant re-engineering of our business
processes, including improved access to business information through common,
integrated computing systems. As a result, we replaced our business systems with
systems from J.D. Edwards & Company, IBM Corporation and Microsoft Corporation,
which are designed to be Year 2000 Compliant. We became fully operational on
these systems in 1998.
We have a Year 2000 Compliance Project team, with certain sub teams.
The Year 2000 Project focuses on four major areas:
(1) corporate business systems
(2) local software systems
(3) third party suppliers of goods and services
(4) Interpose software systems
Each of the four major focus areas must be examined under the Year 2000
Compliance Project. The seven general phases of our Year 2000 Compliance
Project are:
<PAGE>
(1) inventorying date-aware items
(2) determining criticality and assigning priorities to identified
items
(3) assessing the Year 2000 Compliance of items determined to be
material to the US
(4) repairing, replacing or identifying workarounds for material items
that are determined not to be Year 2000 Compliant
(5) testing material items
(6) identifying critical third parties
(7) designing contingency plans.
As of September 30, 1998, the first three phases were essentially
complete with respect to each of the four major focus areas.
Corporate business systems on schedule as of June 30, 1999 included
hardware and systems software, networks and telecommunications. All corporate
business systems are expected to be Year 2000 Compliant by September 1999.
Local software systems include process control and instrumentation
systems and building systems. Operational improvement projects already underway
address some of the Year 2000 Compliance concerns. Some manufacturer
replacements or upgrades are behind schedule; however, we estimate necessary
replacements or upgrades will be completed by September 1999.
The major focus area of third party suppliers of goods and services
requires us to identify and prioritize critical suppliers of goods and services
and communicate with them about their plans and progress in addressing the Year
2000 Compliance concerns. We completed the identification phase and evaluated
the most critical third parties. These evaluations were followed by the
development of contingency plans as necessary, including plans to use
alternative third party vendors, if necessary. That phase was completed by
mid-1999, with monitoring planned through the remainder of 1999.
We have contingency plans for some mission-critical applications and
are working on plans for others. For example, contingency plans for the payroll
system have been in place since the second quarter of 1998, while detailed plans
for other business processes will be completed by year end 1999. A steering
committee is closely monitoring the progress of business process contingency
plans involving, among other actions, manual workarounds and additional
staffing.
The fourth major focus area is that of the Interpose software, our
primary Internet Banking software product. We have taken actions to address the
issue of Year 2000 Compliance as it relates to our customer software. We believe
that our current version of the Interpose software is Year 2000 Compliant.
Actions taken to address previous releases of the software were, with minor
exceptions, programming changes to replace a non-compliant date conversion
routine with one that was already Year 2000 Compliant. Any customer whose
product was not already compliant was notified of any source code changes and/or
release updates made to the product. We have issued letters to our customers
that assure that any changes pertinent to correcting Year 2000 Compliance
concerns were addressed by the third quarter of 1997 and that all future
releases of Interpose will be fully Year 2000 Compliant.
Estimated Cost of Year 2000 Compliance
The estimated cost to us of making all aspects of the our business Year
2000 Compliant is not anticipated to be material to our financial position or
the results of operations in any given year. The estimated cost of the Year
<PAGE>
2000 Compliance project is or will be expensed and includes items for which a
fix or workaround is still being determined.
Risks of Year 2000 Non-Compliance
The failure to correct a material Year 2000 Compliance problem could
result in an interruption in, or failure of certain normal business activities
or operations, which could materially and adversely affect our results of
operations, liquidity and financial condition. Due to the general uncertainty
inherent in the Year 2000 Compliance problem, resulting in part from the
uncertainty of the Year 2000 readiness of third-party suppliers and customers,
we are unable to determine at this time whether the consequences of Year 2000
Compliance problems will have a material impact on our results of operations,
liquidity or financial condition. The Year 2000 Compliance efforts are expected
to reduce significantly our level of uncertainty about the Year 2000 Compliance
problem and, in particular, about the Year 2000 Compliance and readiness of our
material third-party suppliers.
System Security and Other Risks
The willingness of consumers and financial institutions to use personal
computer and Internet-based banking, bill payment and other financial services
will depend, in part, upon the following factors:
- - our ability to protect consumer information relating to personal computer
and Internet-based banking and other financial services against the risk of
fraud, counterfeit and technology failure
- - the frequency of interruptions, delays and cessation in service to
financial institutions and individuals resulting from computer viruses,
break-ins or other problems o the increase in the cost of our services and
products, as well as the cost to up-grade the services and products to keep
pace with rapidly changing computer and Internet technologies, may be
increased by expenditures of capital and resources to reduce security
breaches, break-ins and computer viruses
- - the erosion of public and consumer confidence in the security and privacy
of Internet Banking.
Risks of Development Delays and Defects
We may experience delays in the development of the software and
computing systems underlying our products and services. In addition, there can
be no assurance that, despite our testing, errors will not be found in the
underlying software, or that we will not experience development delays,
resulting in delays in the shipment of our products, the commercial release of
our products or in the market acceptance of our products, each of which could
have a material adverse effect on our business, financial condition or results
of operations.
Dependence on Key Personnel; Need to Hire Additional Qualified Personnel
Our performance is substantially dependent on the performance of our
executive officers and key employees. We depend on our ability to retain and
motivate high quality personnel, especially management and skilled development
teams. The loss of services of any of our executive officers or other key
employees could have a material adverse effect on our business, financial
condition or results of operations.
Our future success also depends on our continuing ability to identify,
hire, train and retain other highly qualified technical and managerial
personnel. Competition for such personnel is intense, and there can be no
assurance that we will be able to attract, assimilate or retain other highly
qualified technical and managerial personnel in the future. The inability to
attract and retain the necessary technical and managerial personnel could have a
material adverse effect upon our business, financial condition or results of
operations.
<PAGE>
Government Regulation and Legal Uncertainty
Our products rely on the cost effectiveness of, and ease of access to
the Internet. There are currently few laws or regulations directly applicable to
access to, or commerce or other communications on the Internet. However, due to
the increasing popularity and use of the Internet, it is possible that new laws
and regulations may be adopted with respect to the Internet, covering issues
such as user privacy, copyright infringement and the pricing, characteristics
and quality of products and services. The adoption of restrictive laws or
regulations may increase the cost of doing business over the Internet. Finally,
the application to the Internet of existing laws and regulations governing such
issues as property ownership and personal privacy is subject to substantial
uncertainty. Current or new government laws and regulations, or the application
of existing laws and regulations, may expose us to significant liabilities or
otherwise impair our ability to achieve our strategic objectives.
USE OF PROCEEDS
Proceeds from the sale of the shares of common stock being registered
hereby will be received directly by the selling stockholders. The Company will
not receive any proceeds from the sale of the shares by the selling
stockholders. See "Selling Stockholders."
SELLING STOCKHOLDERS
Under the terms of the 4% Series B Convertible Preferred Stock described
in this prospectus, the shares of 4% Series B Convertible Preferred Stock are
convertible by any holder only to the extent that the number of shares of common
stock issuable in such conversions, together with the number of shares of issued
and outstanding common stock owned by such holder and its affiliates, would not
exceed 4.999% of our then outstanding common stock as determined under Section
13(d) of the Exchange Act. Such conversion limitation may be waived by a holder
upon not less than 61 days prior notice to the Company. In addition, each holder
is only entitled to convert up to 20% of the number of shares of 4% Series B
Convertible Preferred Stock originally issued to such holder during each of the
first four calendar months from and after the earlier to occur of the 120th day
following the issuance to such holder or the date the Registration Statement
relating to such shares is declared effective, provided that any holder may
convert an unlimited amount of such preferred stock in any month that the
conversion price exceeds the closing sales price on the day the holder purchased
such preferred stock.
The following table sets forth information regarding the beneficial
ownership of our common stock by the selling stockholders as of August 12, 1999
(subject to the limitations set forth in the preceding paragraph), shares of
common stock to be offered by the selling stockholders (which is subject to
adjustment as described in footnote 4 to the table), and information regarding
the beneficial ownership of our common stock by the selling stockholders upon
completion of the offering described in this prospectus. The selling
stockholders may not have a present intention of selling their shares and may
offer less than the number of shares indicated.
<TABLE>
Shares Beneficially Owned Shares To Be Offered Shares Beneficially Owned
Name Before the Offering <F1> After the Offering <F2>
<S> <C> <C> <C>
Cootes Drive LLC 305,343 <F3> 4,000,000 <F4> -0-
Strong River Investments, Inc. 152,671 <F3> 2,000,000 <F4> -0-
Matthew N. Littauer <F5> 29,000 29,000 -0-
Stephen T. Lyon <F5> 30,000 30,000 -0-
Richard G. Sarkisian <F5> 18,000 18,000 -0-
Gregory E. Presson <F6> 19,444 19,444 -0-
Carl E. Frankson <F6> 42,778 42,778 -0-
<PAGE>
Stephen D. Weinress <F6> 46,528 46,528 -0-
Patrick S. Bannister <F6> 6,481 6,481 -0-
Andre Guardi <F6> 2,074 2,074 -0-
Paul Donnelly <F6> 1,037 1,037 -0-
Robert C. Campbell <F6> 2,074 2,074 -0-
Chester White <F6> 27,084 27,084 -0-
Doug Dust <F6> 2,500 2,500 -0-
<FN>
<F1>Except as described below, we determined the number of shares that the
selling stockholders beneficially own in accordance with Rule l3d-3 under the
Exchange Act. The information presented is not necessarily indicative of
beneficial ownership for any other purpose. Under Rule 13d-3, beneficial
ownership includes any shares as to which the person has sole or shared voting
power or investment power and also any shares that the person has the right to
acquire within 60 days of the date of this prospectus through the exercise of
any stock option or other right.
<F2>Assumes resale of all shares offered in this prospectus.
<F3> Subject to the conversion limitations set forth in the introductory
paragraph and assuming the Registration Statement of which this prospectus is a
part is declared effective within 60 days from the date of the filing of such
Registration Statement, represents shares of our common stock issuable on
conversion of 600 shares of 4% Series B Convertible Preferred Stock at an
assumed conversion price of $2.62 per share (which would be the conversion price
as of August 12, 1999). Because the number of shares of common stock issuable
upon conversion of the 4% Series B Convertible Preferred Stock is dependent in
part upon the market price of our common stock prior to a conversion, the actual
number of shares that will be issued with respect of such conversions and,
consequently, offered for sale under this prospectus, cannot be determined at
this time.
<F4>Includes shares of Common Stock reflected herein as beneficially owned by
the respective Selling Stockholder as of the date of this prospectus. Since the
number of shares of Common Stock issuable upon conversion of the Preferred Stock
is dependent in part upon the market price of the Common Stock prior to a
conversion, the actual number of shares of Common Stock that will be issued in
respect of such conversions and, consequently, offered for sale under the
Registration Statement, cannot be determined at this time. However, the Company
has contractually agreed to include in this prospectus 6,000,000 shares of
Common Stock issuable upon conversion of the Preferred Stock.
<F5> Represents shares of our common stock issuable on conversion of 120,000
warrants issued to four designees of Pacific Continental Securities Corp. on
July 22, 1999 pursuant to private placement agreement.
<F6> Represents shares of our common stock issuable on conversion of 150,000
warrants issued to nine designees of L.H. Friend, Weinress, Frankson & Presson,
Inc. on March 30, 1999 pursuant to an agreement to provide financial advisory
services.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The selling stockholders and any of their pledgees, assignees and
successors-in-interest may sell, from time to time, any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling stockholders may use any one or more of the
following methods when selling shares:
<PAGE>
- - ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers
- - block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction
- - purchases by a broker-dealer as principal and resale by the broker-dealer
for its account
- - an exchange distribution in accordance with the rules of the applicable
exchange
- - privately negotiated transactions
- - short sales
- - broker-dealers may agree with the selling stockholders to sell a specified
number of such shares at a stipulated price per share
- - a combination of any such methods of sale
- - any other method permitted pursuant to applicable law.
The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the shares of common stock covered by this
prospectus may be limited in its ability to engage in market activities with
respect to such shares. A selling stockholder, for example, will be subject to
applicable provisions of the Exchange Act and the rules and regulations under
it, including, without limitation, Regulation M, which provisions may restrict
certain activities of the selling stockholder and limit the timing of purchases
and sales of any shares of common stock by the selling stockholder. Furthermore,
under Regulation M, persons engaged in a distribution of securities are
prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time prior
to the commencement of such distributions, subject to specified exceptions or
exemptions. The foregoing may affect the marketability of the shares offered by
this prospectus.
The selling stockholders may also engage in short sales against the
box, puts and calls and other transactions in our securities or derivatives of
our securities and may sell or deliver shares in connection with these trades.
The selling stockholders may pledge their shares to their brokers under the
margin provisions of customer agreements. If a selling stockholder defaults on a
margin loan, the broker may offer and sell, from time to time, the pledged
shares.
The selling stockholders may sell shares directly to market makers
acting as principals and/or broker-dealers acting as agents for themselves or
their customers. Broker-dealers engaged by the selling stockholders may arrange
for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions, concessions or discounts from the selling stockholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. The selling stockholders do not expect these
commissions and discounts to exceed what is customary in the types of
transactions involved. Market makers and block purchasers that purchase the
shares will do so for their own account and at their own risk. It is possible
that a selling stockholder will attempt to sell shares in block transactions to
market makers or other purchasers at a price per share that may be below the
then-current market price. We cannot make assurances that all or any of the
shares of common stock will be issued to, or sold by, the selling stockholders.
The selling stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be underwriters within the
meaning of the Securities Act in connection with such sales. In such event,
<PAGE>
any commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
We are required to pay all fees and expenses incident to the
registration of the shares, including fees and disbursements of counsel to the
selling stockholders. We have agreed to indemnify the selling stockholders
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for
us by Hunton & Williams, Atlanta, Georgia.
EXPERTS
The consolidated financial statements for the years ended December 31,
1998, 1997 and 1996 incorporated in this prospectus by reference from our Annual
Report on Form 10-K for the year ended December 31, 1998 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report which is
incorporated herein by reference (which report expresses an unqualified opinion
and includes an explanatory paragraph relating to InteliData Technologies
Corporation's ability to continue as a going concern), and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
<PAGE>
We have not authorized any dealer, salesperson or other person to give any
information or to make any representations not contained in this prospectus or
any Prospectus Supplement. You must not rely on any unauthorized information.
This prospectus is not an offer of these securities in any state where an offer
is not permitted. The information in this prospectus is current as of August
16, 1999. You should not assume that this prospectus is accurate as of any
other date.
-----------------
TABLE OF CONTENTS
Page
----
Available Information...............................2
Information Incorporated by Reference...............2
The Company.........................................4
Forward-Looking Information.........................4
Risk Factors........................................6
Use of Proceeds....................................14
Selling Stockholders...............................14
Plan of Distribution...............................15
Legal Matters......................................17
Experts ..........................................17
INTELIDATA TECHNOLOGIES CORPORATION
6,270,000 Shares
Common Stock
----------
PROSPECTUS
----------
August 16, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses to be borne by the
Registrant in connection with the issuance and distribution of the securities
being registered hereby other than underwriting discounts and commissions. No
portion of such expenses are to be borne by the Selling Securityholders. All
expenses other than the SEC registration fee and the Nasdaq listing fee are
estimated.
SEC registration fee........................ $ 5,808.00
Nasdaq listing fee.......................... 0.00
Accounting fees and expenses................ 750.00
Legal fees and expenses..................... 50,000.00
Miscellaneous............................... 0.00
--------------
Total.................................. $ 56,558.00
==============
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL")
authorizes, inter alia, a corporation generally to indemnify any person
("indemnitee") who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation, in a similar position with
another corporation or entity, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. With
respect to actions or suits by or in the right of the corporation; however, an
indemnitee who acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation is generally limited
to attorneys' fees and other expenses, and no indemnification shall be made if
such person is adjudged liable to the corporation unless and only to the extent
that a court of competent jurisdiction determines that indemnification is
appropriate. Section 145 further provides that any indemnification shall be made
by the corporation only as authorized in each specific case upon a determination
by the (i) stockholders, (ii) board of directors by a majority voted of a quorum
consisting of directors who were not parties to such action, suit or proceeding
or (iii) independent counsel if a quorum of disinterested directors so directs,
that indemnification of the indemnitee is proper because he has met the
applicable standard of conduct. Section 145 provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Article IX of the InteliData Technologies Corporation ("InteliData")
Amended and Restated Certificate of Incorporation provides that InteliData shall
indemnify any and all persons permitted to be indemnified by Section 145 of DGCL
to the fullest extent permitted by the DGCL.
Section 7.02 of the InteliData Bylaws, provides, in substance, that
directors, officers, employees and agents shall be indemnified to the fullest
extent permitted by Section 145 of the DGCL.
<PAGE>
Item 16. Exhibits.
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Certificate of Designations, Preferences and Rights of 4% Series B
Convertible Preferred Stock. Incorporated herein by reference to Exhibit
4.01 to the Current Report on Form 8-K, filed with the SEC on July 26,
1999.
4.2 Convertible Preferred Stock Purchase Agreement, dated July 22, 1999, by and
among InteliData Technologies Corporation, Strong River Investments, Inc.
and Cootes Drive LLC. Incorporated herein by reference to Exhibit 4.01 to
the Current Report on Form 8-K, filed with the SEC on July 26, 1999.
4.3 Registration Rights Agreement, dated July 22, 1999, by and among InteliData
Technologies Corporation, Strong River Investments, Inc. and Cootes Drive
LLC. Incorporated herein by reference to Exhibit 4.01 to the Current Report
on Form 8-K, filed with the SEC on July 26, 1999.
4.4 Form of Warrant to Purchase Common Stock of InteliData Technologies
Corporation.
5.1 Opinion of Hunton & Williams regarding the legality of the securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Hunton & Williams (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this Registration
Statement).
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth
<PAGE>
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Herndon, Virginia, on August 16, 1999
INTELIDATA TECHNOLOGIES CORPORATION
By: /s/ Alfred S. Dominick, Jr.
---------------------------------
Alfred S. Dominick, Jr.
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated. Each of the
directors and/or officers of InteliData Technologies Corporation whose signature
appears below hereby appoints Albert N. Wergley and David M. Carter, and each of
them severally, as his attorney-in-fact to sign in his name and behalf, in any
and all capacities stated below and to file with the Securities and Exchange
Commission, any and all amendments, including post-effective amendments to this
registration statement, making such changes in the registration statement as
appropriate, and generally to do all such things in their behalf in their
capacities as officers and directors to enable InteliData Technologies
Corporation to comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission.
<TABLE>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Alfred S. Dominick, Jr.
- --------------------------- President and Chief Executive Officer August 16, 1999
Alfred S. Dominick, Jr. and Director (Principal Executive Officer
and Acting Principal Financial Officer)
/s/ William F. Gorog
- -------------------- Chairman of the Board and Director August 16, 1999
William F. Gorog
/s/ Steven P. Mullins
- --------------------- Controller August 16, 1999
Steven P. Mullins (Acting Principal Accounting Officer)
/s/ Patrick F. Graham
- --------------------- Director August 16, 1999
Patrick F. Graham
/s/ John J. McDonnell, Jr.
- -------------------------- Director August 16, 1999
John J. McDonnell, Jr.
/s/ L. William Seidman
- ---------------------- Director August 16, 1999
L. William Seidman
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Certificate of Designations, Preferences and Rights of 4% Series B
Convertible Preferred Stock. Incorporated herein by reference to Exhibit
4.01 to the Current Report on Form 8-K, filed with the SEC on July 26,
1999.
4.2 Convertible Preferred Stock Purchase Agreement, dated July 22, 1999, by and
among InteliData Technologies Corporation, Strong River Investments, Inc.
and Cootes Drive LLC. Incorporated herein by reference to Exhibit 4.01 to
the Current Report on Form 8-K, filed with the SEC on July 26, 1999.
4.3 Registration Rights Agreement, dated July 22, 1999, by and among InteliData
Technologies Corporation, Strong River Investments, Inc. and Cootes Drive
LLC. Incorporated herein by reference to Exhibit 4.01 to the Current Report
on Form 8-K, filed with the SEC on July 26, 1999.
4.4 Form of Warrant to Purchase Common Stock of InteliData Technologies
Corporation.
5.1 Opinion of Hunton & Williams regarding the legality of the securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Hunton & Williams (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this Registration
Statement).
EXHIBIT 4.4
-----------
FORM OF WARRANT
to Purchase Common Stock of
InteliData Technologies Corporation
Expiring _____ __, _____
CERTIFICATE NO.: ________
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST
HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAW, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE
AND THE COMPANY RECEIVES EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO
IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL).
This Warrant certifies that __________________ or its registered
assigns (the "Holder"), is entitled to subscribe for and purchase from
InteliData Technologies Corporation, a Delaware corporation (the "Company"), all
or any part of duly authorized, validly issued, fully paid and nonassessable
shares of the Company's common stock, par value $.001 per share (the common
stock, including any stock into which it may be changed, reclassified, or
converted, is herein referred to as the "Common Stock"), as comprise
_________Units (as defined below) at an exercise price of $____ per Unit (the
"Exercise Price"). A "Unit" shall consist initially of one share of Common Stock
of the Company as such stock is constituted on the date of this Warrant, subject
to adjustment as set forth herein. The Warrant may be exercised, in whole or in
part, at any time, and from time to time, from the date hereof and ending at
5:00 p.m., Eastern Daylight Time, on _______ __, _____.
This Warrant is subject to the following provisions, terms and
conditions:
Section 1. Exercise of Warrant.
To exercise this Warrant in whole or in part, the Holder shall deliver
to the Company at its principal office in Reston, Virginia, (1) (a) a written
notice, in substantially the form of the Subscription Notice appearing at the
end of this Warrant, of the Holder's election to exercise this Warrant which
notice shall specify the number of shares of Common Stock to be purchased, (b)
cash or a certified check payable to the Company in an amount equal to the
aggregate purchase price of the number of shares of Common Stock being
purchased, and (c) this Warrant or (2) a
<PAGE>
written notice that the Holder is exercising the Warrant (or a portion thereof)
by authorizing the Company to withhold from issuance a number of shares of
Common Stock issuable upon such exercise of the Warrant which when multiplied by
the Market Price (as such term is hereinafter defined) of the Common Stock is
equal to the applicable Warrant Price multiplied by the number of Warrants being
exercised (and such withheld shares shall no longer be issuable under this
Warrant). The Company shall as promptly as practicable, and in any event within
15 days thereafter, execute and deliver or cause to be executed and delivered,
in accordance with such notice, a certificate or certificates representing the
aggregate number of shares of Common Stock specified in such notice. The stock
certificate or certificates so delivered shall be issued in the name of the
Holder or such other name as shall be designated in such notice. Such
certificate or certificates shall be deemed to have been issued and the Holder
or any other person so designated to be named therein shall be deemed for all
purposes to have become a holder of record of such shares as of the date such
notice is received by the Company as aforesaid. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of said
certificate or certificates, deliver to the Holder a new Warrant evidencing the
rights of the Holder to purchase the remaining shares of Common Stock called for
by this Warrant, which new Warrant shall in all other respects be identical to
this Warrant, or, at the request of the Holder, appropriate notation may be made
on this Warrant and the same returned to the Holder. The Company shall pay all
expenses, taxes and other charges payable in connection with the preparation,
issue and delivery of such stock certificates, except that, in case such stock
certificates shall be registered in a name or names other than the name of the
Holder, funds sufficient to pay all stock transfer taxes that are payable upon
the issuance of such stock certificate or certificates shall be paid by the
Holder at the time of delivering the notice of exercise mentioned above.
All shares of Common Stock issued upon the exercise of this Warrant
shall be validly issued, fully paid and nonassessable and, if the Common Stock
is then listed on a national securities exchange or quoted on an automated
quotation system, shall be duly listed or quoted thereon.
The Company shall not be required upon any exercise of this Warrant to
issue a certificate representing any fraction of a share of Common Stock, but,
in lieu thereof, shall pay to the Holder cash in an amount equal to a
corresponding fraction (calculated to the nearest 1/100 of a share) of the
purchase price of one share of Common Stock as of the date of receipt by the
Company of notice of exercise of this Warrant.
Section 2. Transfer, Division and Combination.
The Company agrees to maintain at its principal office in Reston,
Virginia, books for the registration and transfer of this Warrant, and, subject
to the provisions of Section 3 hereof, this Warrant and all rights hereunder are
transferable, in whole or in part, on such books at such office, upon surrender
of this Warrant at such office, together with a written assignment of this
Warrant duly executed by the Holder or his agent or attorney and funds
sufficient to pay any stock transfer taxes payable upon the making of such
transfer. Upon such surrender and payment, the Company
<PAGE>
shall execute and deliver a new Warrant in the name of the assignee and this
Warrant shall promptly be canceled. If and when this Warrant is assigned in
blank, the Company may (but shall not be obliged to) treat the bearer hereof as
the absolute owner of this Warrant for all purposes, and the Company shall not
be affected by any notice to the contrary. A Warrant may be exercised by a new
holder for the purchase of shares of Common Stock without having a new Warrant
issued.
This Warrant may be divided or combined with other Warrants upon
presentation hereof at such principal office in Reston, Virginia, together with
a written notice specifying the names and denominations in which new Warrants
are to be issued, signed by the Holder or his agent or attorney. Subject to
compliance with the preceding paragraph as to any transfer that may be involved
in such division or combination, the Company shall execute and deliver a new
Warrant or Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice.
Section 3. Restrictions on Exercise and Transfer of Warrants and
Common Stock.
This Warrant shall be exercisable (a) only under circumstances such
that the issue of Common Stock issuable upon such exercise is exempt from the
requirements of registration under the Securities Act of 1933, as amended (or
any similar statute then in effect) (the "1933 Act") and any applicable state
securities law or (b) upon registration of such Common Stock in compliance
therewith. This Warrant shall be transferable (a) only under circumstances such
that the transfer is exempt from the requirements of registration under the 1933
Act and any applicable state securities law or (b) upon registration (for resale
or otherwise) of such Warrant in compliance therewith. By acceptance hereof, the
Holder (for resale or otherwise) agrees to comply with such legislation.
As long as this Warrant is not registered under the 1933 Act, before
any transfer or attempted transfer of all of this Warrant or such Common Stock,
the Holder shall give the Company written notice of its intention so to do
describing briefly the manner of any such proposed transfer. Promptly after
receiving such written notice, the Company shall present copies thereof to
Company counsel and to any special counsel designated by the Holder. If, in the
opinion of counsel for the Company and counsel, if any, for the Holder, the
proposed transfer may be effected without registration under the 1933 Act and
any applicable state securities law of any such securities, the Company, as
promptly as practicable, shall notify the Holder of such opinion, whereupon the
securities proposed to be transferred may be transferred in accordance with the
terms of such notice. The Company shall not be required to effect any such
transfer before the receipt of such favorable opinion or opinions or the
effectiveness of registration.
Section 4. Company Registration.
In the event that the Company proposes to register any Common Stock
under the Securities Act in connection with a public offering on any form (other
than Form S-4 or Form S-8) that would legally permit the inclusion of the Common
Stock of the Holder, the Company
<PAGE>
shall give each Holder written notice thereof as soon as practicable but in no
event less than 20 days prior to such registration, and shall include in such
registration all Common Stock requested by the Holder in writing to be included
therein, subject to the limitations set forth herein. If in connection with such
proposed registration the managing underwriter for such offering advises the
Company that the Common Stock requested by the Holder to be included therein
exceeds the number of shares that can be sold in such offering without adversely
affecting the marketability thereof, any shares to be sold by the Company in
such offering shall have priority over any Common Stock owned by the Holder, and
the shares of such Holder to be included in such registration shall be reduced
pro rata on the basis of the numbers of shares held by such Holder and all other
holders (other than the Company) exercising similar registration rights.
The Company shall bear the costs of each registration in which Holders
participate pursuant to this Section 4, excluding any underwriting discounts or
commissions on the sale of Common Stock. As a condition to the inclusion of
Common Stock in any registration, the participating Holder and the Company shall
execute an underwriting agreement or similar agreement in a form reasonably
acceptable to the Company and the underwriter(s), if any, for such offering
containing customary indemnification and holdback provisions. Notwithstanding
the foregoing, no Holder shall be required to incur indemnification obligations
(whether several or joint and several) which is in excess of the net proceeds
received by such Holders pursuant to such registration or which relates to
information not supplied by such Holder for inclusion in the registration
statement.
Notwithstanding the foregoing, if the Company shall furnish to Holders
requesting a registration pursuant to this Section 4, a certificate signed by
the President of the Company stating that, in the good faith judgment of the
Board of Directors of the Company, it would be seriously detrimental to the
Company and its shareholders for such registration statement to be filed by
reason of a material pending transaction and it is therefore essential to defer
the filing of such registration statement, the Company shall have the right to
defer such filing for a period of not more than ninety (90) days after receipt
of the request of any such Holder; provided, however, that the Company may not
utilize this right more than once in any twelve (12) month period.
Section 5. Certain Covenants.
The Company covenants and agrees that it will at all times reserve and
set apart and have, free from preemptive rights, a number of shares of
authorized but unissued Common Stock, or other stock or securities deliverable
pursuant to this Warrant, sufficient to enable it at any time to fulfill all its
obligations hereunder.
<PAGE>
Section 6. Notices.
In the event that:
(a) the Company proposes to declare, pay or set aside for payment
any dividend or other distribution with respect to the Common Stock or
any other class of securities of the Company or purchase, redeem or
otherwise acquire for value any shares of Common Stock or any other
class of securities of the Company,
(b) the Company proposes to grant to the holders of its Common
Stock generally any rights or options,
(c) the Company proposes to effect any capital reorganization or
reclassification of capital stock of the Company,
(d) the Company proposes to consolidate with, or merge into, any
other corporation or to transfer its property as an entirety or
substantially as an entirety, or
(e) the Company proposes to effect the liquidation, dissolution
or winding up of the Company,
then the Company shall cause notice of any such intended action to be given to
the holder of record of the Warrant not less than 30 days before the date on
which the transfer books of the Company shall close or a record be taken for
such stock dividend, distribution or granting of rights or options, or the date
when such capital reorganization, reclassification, consolidation, merger,
transfer, liquidation, dissolution or winding up shall be effective, as the case
may be.
Any notice or other document required or permitted to be given or
delivered to the holder of record of the Warrant shall be delivered by
facsimile, reliable courier or first-class mail postage prepaid to such holder
at the last address shown on the books of the Company maintained for the
registry and transfer of the Warrant. Any notice or other document required or
permitted to be given or delivered to holders of record of Common Stock issued
pursuant to the Warrant shall be delivered by facsimile, reliable courier or
first-class mail postage prepaid to each such holder at such holder's address as
the same appears on the stock records of the Company. Any notice or other
document required or permitted to be given or delivered to the Company shall be
delivered by facsimile, reliable courier or first-class mail postage prepaid to
the principal office of the Company, at Reston, Virginia, or delivered to the
office of one of the Company's executive officers at such address, or such other
address as shall have been furnished by the Company in writing to the holder of
record of such Warrant and the holders of record of such Common Stock.
<PAGE>
Section 7. Limitation of Liability; Not Stockholders.
No provision of this Warrant shall be construed as conferring upon the
Holder the right to vote or to consent or to receive dividends or to receive
notice as a stockholder in respect of meetings of stockholders for the election
of directors of the Company or any other matter whatsoever as stockholders of
the Company. No provision hereof, in the absence of affirmative action by the
Holder to purchase shares of Common Stock, and no mere enumeration herein of the
rights or privileges of the Holder, shall give rise to any liability of Holder
for the purchase price or as a stockholder of the Company, whether such
liability is asserted by the Company, creditors of the Company or others.
Section 8. Loss, Destruction, etc. of Warrant.
Upon receipt of evidence satisfactory to the Company of the loss,
theft, mutilation or destruction of the Warrant, and in the case of any such
loss, theft or destruction upon delivery of a bond of indemnity in such form and
amount as shall be reasonably satisfactory to the Company, or in the event of
such mutilation upon surrender and cancellation of the Warrant, the Company will
make and deliver a new Warrant, of like tenor, in lieu of such lost, stolen,
destroyed or mutilated Warrant. Any Warrant issued under the provisions of this
Section 8 in lieu of any Warrant alleged to be lost, destroyed or stolen, or of
any mutilated Warrant, shall constitute an original contractual obligation on
the part of the Company.
Section 9. Exercise of Warrant.
This Warrant shall be exercisable at any time during the period
commencing on the date hereof and ending on ______ __, _________.
Section 10. Adjustment of Number of Shares Issuable Pursuant to
this Warrant.
The number of shares of Common Stock comprising a Unit shall be subject
to adjustment from time to time as follows:
(a) Effect of "Split-ups" and "Split-downs"; Stock Dividends.
If at any time or from time to time the Company shall subdivide as a
whole, by reclassification, by the issuance of a stock dividend on the
Common Stock payable in Common Stock, or otherwise, the number of
shares of Common Stock outstanding, the number of shares of Common
Stock comprising a Unit that may be purchased hereunder shall be
increased proportionately as of the effective or record date of such
action. The issuance of such a stock dividend shall be treated as a
subdivision of the whole number of shares of Common Stock outstanding
immediately before the record date for such dividend into a number of
shares equal to such whole number of shares so outstanding plus the
number of shares issued as a stock dividend. In case at any time or
from time to time the Company shall
<PAGE>
combine as a whole, by reclassification or otherwise, the number of
shares of Common Stock then outstanding into a lesser number of shares
of Common Stock, with or without par value, the number of shares of
Common Stock comprising a Unit that may be purchased hereunder shall
be reduced proportionately as of the effective date of such action.
(b) Effect of Certain Dividends. If on any date the Company
makes a distribution to holders of its Common Stock (including any such
distribution made in connection with a consolidation or merger in which
the Company is the continuing corporation) of evidences of its
indebtedness or assets, the number of shares of Common Stock
theretofore comprising a Unit shall be adjusted as at the close of
business on said date to a number determined by multiplying the number
of shares theretofore comprising a Unit by a fraction, the numerator of
which shall be the Market Price immediately prior to such distribution,
and the denominator of which shall be the Market Price minus the fair
market value (as determined by a single qualified appraiser (which
shall be either a national accounting firm or a national or regional
major investment bank) selected by mutual agreement between the Company
and the Holder) of the portion of the assets or evidences of
indebtedness so to be distributed to one share of Common Stock.
(c) Effect of Merger or Consolidation. If the Company shall,
while this Warrant remains outstanding, enter into any consolidation
with or merge into any other corporation wherein the Company is not the
continuing corporation, or wherein securities of a corporation other
than the Company are distributable to holders of Common Stock of the
Company, or sell or convey its property as an entirety or substantially
as an entirety, and in connection with such consolidation, merger, sale
or conveyance, shares of stock or other securities shall be issuable or
deliverable in exchange for the Common Stock of the Company, the Holder
shall thereafter be entitled to purchase pursuant to this Warrant (in
lieu of the number of shares of Common Stock comprised in the number of
Units that the Holder would have been entitled to purchase or acquire
immediately before the effective date of such consolidation, merger,
sale or conveyance) the shares of stock or other securities to which
such number of shares of Common Stock comprised in such number of Units
would have been entitled at the time of such consolidation, merger,
sale or conveyance, at an aggregate purchase price equal to that which
would have been payable if such number of shares of Common Stock had
been purchased upon exercise of a Warrant immediately prior thereto. In
case of any such consolidation, merger, sale or conveyance, appropriate
provision (as determined by a resolution of the Board of Directors of
the Company) shall be made with respect to the rights and interests
thereafter of the Holder, to the end that all the provisions of this
Warrant (including adjustment provisions) shall thereafter be
applicable as nearly as reasonably practicable, in relation to such
stock or other securities.
(d) Reorganization and Reclassification. In case of any
capital reorganization or any reclassification of the capital stock of
the Company (except as provided in
<PAGE>
Section 10(a)) while this Warrant remains outstanding, the Holder
shall thereafter be entitled to purchase pursuant to this Warrant (in
lieu of the number of shares of Common Stock comprised in the number
of Units that the Holder would have been entitled to purchase or
acquire immediately before such reorganization or reclassification)
the shares of stock of any class or classes or other securities or
property to which such number of shares of Common Stock comprised in
such number of Units would have been entitled if such shares of Common
Stock had been purchased immediately before such reorganization or
reclassification. In case of any such reorganization or
reclassification, appropriate provision (as determined by resolution
of the Board of Directors of the Company) shall be made with respect
to the rights and interests thereafter of the Holder, to the end that
all the provisions of this Warrant (including adjustment provisions)
shall thereafter be applicable, as nearly as reasonably practicable,
in relation to such stock or other securities or property.
(e) Statement of Adjustment of Unit. Whenever the number of
shares of Common Stock comprising a Unit is adjusted pursuant to any of
the foregoing provisions of this Section 10, the Company shall promptly
prepare a written statement signed by the chief executive officer of
the Company, setting forth the adjustment in the number of shares
comprising a Unit purchasable hereunder, determined as provided in this
Section, and in reasonable detail the facts requiring such adjustment
and the calculation thereof. Such statement shall be filed among the
permanent records of the Company and a copy thereof shall be furnished
to the Holder without request and shall at all reasonable times during
business hours be open to inspection by the Holder. The Company shall
promptly cause such notice, stating that such an adjustment has been
effected and setting forth the increased or decreased number of shares
purchasable, to be delivered by facsimile, reliable courier or
first-class mail postage prepaid to the Holder.
(f) Determination by the Board of Directors. All
determinations by the Board of Directors of the Company under the
provisions of this Section 10 shall be made in good faith with due
regard to the interests of the Holder and the other holders of
securities of the Company and in accordance with good financial
practice, and all valuations made by the Board of Directors of the
Company under the terms of this Section 10 must be made with due regard
to any market quotations of securities involved in, or related to, the
subject of such valuation.
For all purposes of this Section 10 and this Warrant, unless
the context otherwise requires, the following terms have the following
respective meanings:
"Common Stock": (i) the Company's presently authorized Common
Stock as such class exists on the date of this Warrant; (ii) securities
issued upon exercise of this Warrant; and (iii) stock of the Company of
any class thereafter authorized that ranks, or is entitled to a
participation, as to assets or dividends, substantially on a parity
with Common Stock.
<PAGE>
"Company": InteliData Technologies Corporation, a Delaware
corporation, and any other corporation assuming the Company's
obligations with respect to this Warrant pursuant to this Section 10.
"Market Price": per share of Common Stock at any date, 100% of
the average of the daily market prices for 30 consecutive business days
before such date. The Market Price for each such business day shall be
the last bid price on such day as reported on the consolidated
transaction reporting system for the principal securities exchange on
which the Common Stock is then listed or admitted to trading or, if the
Common Stock is not then listed or admitted to trading on any stock
exchange, the Market Price for each such business day shall be the
average of the reported closing bid and asked prices on such day in the
over-the-counter market, as reported by the National Association of
Securities Dealers Automated Quotation Service. If the Common Stock is
not traded in the over-the-counter market, then the Market Price shall
be the fair market value of the Company's Common Stock as determined by
a single qualified appraiser (which shall be either a national
accounting firm or a national or regional major investment bank)
selected by mutual agreement between the Company and the Holder.
Section 11. Remedies.
The Company stipulates that the remedies at law of the Holder of this
Warrant in the event of any default or threatened default by the Company in the
performance of or compliance with any of the terms of this Warrant are not and
will not be adequate and that, without limiting any other remedy available at
law, such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof. The rights and remedies of the Holder are
cumulative and not exclusive of any rights or remedies which the Holder might
otherwise have.
Section 12. Covenants to Bind Successor and Assigns.
The terms of this Warrant shall bind the successors and permitted
assigns of the Holder and the Company.
Section 13. Governing Law.
This Warrant shall be governed by the laws of the State of Delaware
without regard to its conflict of laws principles or rules.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by its duly authorized officer.
Effective as of ________ __, _____.
INTELIDATA TECHNOLOGIES
CORPORATION
By: ------------------------
Alfred S. Dominick, Jr.
President and
Chief Executive Officer
<PAGE>
SUBSCRIPTION NOTICE
The undersigned, the Holder, hereby elects to exercise purchase rights
represented by such Warrant for, and to purchase thereunder, _________ shares of
the Common Stock covered by such Warrant and herewith makes payment in full
therefor of $___________ in cash or certified check and requests that
certificates for such shares (and any securities or property deliverable upon
such exercise) be issued in the name of and delivered to __________________
whose address is ____________
The undersigned agrees that, in the absence of an effective
registration statement with respect to Common Stock issued upon this exercise,
the undersigned is acquiring such Common Stock for investment and not with a
view to distribution thereof and that the certificate or certificates
representing such Common Stock may bear a legend substantially as follows: "The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended."
------------------------
Dated: Signature guaranteed:
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________________________ the rights represented by the foregoing
Warrant and appoints _________________________ attorney to transfer said rights
on the books of said corporation, with full power of substitution in the
premises.
------------------------
Dated: Signature guaranteed:
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatever.
EXHIBIT 5.1
-----------
August 16, 1999
Board of Directors
InteliData Technologies Corporation
11600 Sunrise Valley Drive
Suite 100
Reston, Virginia 20191
Registration Statement on Form S-3
InteliData Technologies Corporation
Ladies and Gentlemen:
We are acting as counsel for InteliData Technologies Corporation (the
"Company") in connection with its registration under the Securities Act of 1933
of 6,270,000 shares of its common stock (the "Shares"), with 270,000 of such
Shares being issuable upon the exercise of certain outstanding Company warrants
(the "Warrants") and 6,000,000 Shares being issuable upon the conversion of the
Company's 4% Series B Convertible Preferred Stock ("Preferred Stock"), as
described in the Company's Registration Statement on Form S-3 (the "Registration
Statement") to be filed today with the Securities and Exchange Commission (the
"Commission").
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers and
of public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware.
2. The Shares, upon issuance pursuant to the exercise of the Warrants
and pursuant to the conversion of the Preferred Stock and in exchange for the
consideration provided for therein, will be duly authorized and legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the statement made in reference
to this firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933 or the
rules and regulations promulgated thereunder by the Commission.
Very truly yours,
/s/ Hunton & Williams
Hunton & Williams
EXHIBIT 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of InteliData Technologies Corporation on Form S-3 of our report dated
February 26, 1999 (which expresses an unqualified opinion and includes an
explanatory paragraph relating to InteliData Technologies Corporation's ability
to continue as a going concern), appearing in the Annual Report on Form 10-K of
InteliData Technologies Corporation for the year ended December 31, 1998 and to
the reference to Deloitte & Touche LLP under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche, LLP
McLean, Virginia
August 16, 1999
