SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 16, 1999
InteliData Technologies Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 000-21685 54-1820617
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
11600 Sunrise Valley Drive
Suite 100
Reston, Virginia 20191
(Address of principal executive offices)
(703) 259-3000
(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS.
InteliData Technologies Corporation, a Delaware corporation
("InteliData"), has entered into a letter of intent with Home Financial Network,
Inc., a Delaware corporation ("HFN"). The letter of intent contemplates that
InteliData and HFN shall each be merged with and into a newly-formed Delaware
corporation ("Newco"). The merger is subject to execution of a definitive
agreement, InteliData and HFN stockholder approval and other customary
conditions. Under the letter of intent, InteliData's stockholders would receive
approximately 63% of the stock of Newco and HFN's stockholders approximately
37%.
A copy of the press release announcing the letter of intent is
filed herewith.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated April 19, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
InteliData Technologies Corporation
(Registrant)
By: /s/ Alfred S. Dominick, Jr.
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Alfred S. Dominick, Jr.
President and Chief Executive Officer
Date: April 19, 1999
For Immediate Release
Contacts:
InteliData
Rob Borella, 703-259-3017
[email protected]
Home Financial Network
Tom Dittrich, 203-341-7403
[email protected]
INTELIDATA AND HOME FINANCIAL NETWORK ANNOUNCE
PLAN TO FORM A NEW INTERNET TECHNOLOGY COMPANY
New company, to be named Spherys, would provide the most complete, single-source
solution for financial institutions seeking to build successful Internet banks
RESTON, VA and WESTPORT, CT- April 19, 1999. InteliData Technologies Corp.
(Nasdaq: INTD) and Home Financial Network, Inc., (HFN) announced today the
signing of a letter of intent to merge. The result of the proposed merger would
be the formation of a new company, Spherys, whose primary mission would be to
provide financial institutions with fully transactional financial portals on the
Web.
"Our ambition in forming Spherys will be to serve the needs of any
financial institution that wants to create and perpetuate profitable electronic
relationships with their customers on the Web," stated HFN's Chairman and CEO
Daniel M. Schley. "We plan to accomplish this mission by integrating HFN's Total
Web Banking products, InteliData's Interpose(TM) family of products, and the
full range of processing alternatives provided by our multitude of processing
partners. In doing so, we would be in the unique position of being able to
deliver financial institutions precisely what they want--fully functional
financial portals that deliver a compelling, engaging consumer experience on the
Web. This is coupled with a full range of in-house and outsource processing
options and the expertise to pull it all together."
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True End-to-End Internet Banking
Commenting on the Spherys strategy, InteliData President and CEO Alfred S.
Dominick said, "By integrating HFN's Total Web Banking products with
InteliData's Interpose family of in-house processing and payment products, we
would be able to assemble an unmatched product offering that would represent the
single most comprehensive Internet banking solution available today for
connecting consumers to legacy systems. Among the many services we would provide
would be advanced Web site design services, a full range of transaction
functions including Web banking, bill payment and presentment, real-time
enrollment and application functions, portal-level content, one-to-one
marketing, real time legacy integration, and bill payment warehousing with
least-cost routing."
"Rather than shoe-horn financial institutions into a single strategy or
solution architecture, as is the common practice among Internet banking
technology providers today, our strategy is to provide our financial institution
partners with a full array of tools, technology and support services to ensure
total flexibility and freedom of choice," stated HFN's President and COO, Eric
Jacobsen. "We plan to achieve this through the continued expansion of our
product platform, through high-level strategic partnerships with leading
processors and technology providers such as IBM, Integrion and CheckFree, and
through the selective acquisition of complementary products and services to meet
the needs of financial institutions that expect no less from a full-service
technology partner."
Unique Competitive Position
"Spherys would be in the unique position to deliver what banks are looking
for--a superior customer experience, a full financial portal, complete
relationship marketing and the best back-end processing and full control of the
payment system," remarked InteliData's Chairman William F. Gorog. "Our
long-standing relationship with HFN has afforded us the ability to offer a
superior end-to-end solution. With the merger of our two companies, our
respective services can be provided by one integrated company and service
organization."
Commenting on the proposed merger, Richard Speer of banking industry
consultants Speer & Associates added, "As the industry emerges from the
all-encompassing Y2K activity, creating Internet technology infrastructures and
services will be a major focus at financial institutions in the U.S. and
globally. The creation of Spherys would be a strong beginning to serve the
entire value chain for online financial services and would position the company
to capture a significant share of the market."
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Proposed Timeline and Operating Structure
Spherys would have over 125 employees in four principal locations, Reston,
VA, Westport, CT, Orem, UT, and Toledo, OH. The proposed company's combined
customer base would include 22 of the nation's 100 largest financial
institutions with approximately $1.0 trillion in total assets. A partial list of
the customers includes BancOne, BB&T, Compass Bank, Colonial, Comerica, First
Tennessee, Fleet Bank, Key Bank, Marquette, Mid-Atlantic CFCU, Old Kent, Summit,
US Trust, Webster Bank, and others. In addition, the companies maintain
high-level strategic and technology alliances with many of the leading bank
processors, bill payment and bill presentment providers including CheckFree,
EDS, FDC, IBM, Integrion, Microsoft, Pulitzer & Haney and TransPoint.
The merger is subject to the execution of a definitive agreement,
InteliData and HFN stockholder approval and other customary conditions. The
combination of the companies was negotiated as a "merger of equals" assigning
equal value to each company in the merger. As HFN's founding investor,
InteliData presently owns 25 percent of the company. Consequently, InteliData's
current shareholders would receive approximately 63 percent of the shares of the
new company. InteliData's shareholders would be asked to approve the transaction
at its 1999 annual meeting, which will be rescheduled for the summer with the
timing subject to obtaining any required regulatory approval.
Under the terms of the letter of intent, the management structure of the
new Company would consist of Daniel M. Schley, Chairman and CEO; Alfred S.
Dominick, President; William F. Gorog, Chairman of the Executive Committee of
the Board of Directors; Andrew Bangser, CFO; and Eric T. Jacobsen, Vice
Chairman.
About Home Financial Network [www.homeatm.com]
HFN is an Internet banking technology company specializing in the design
and development of successful Internet banks. Through the Company's Total Web
Banking products, which include advanced Web site design, transactional banking,
bill payment and presentment functions, portal-level content and complete
relationship marketing, HFN provides financial institutions with the essential
tools, technology and customization services to build profitable, sustainable
relationships with their customers over the Web. HFN's Stage III Architecture
and Advanced Interface Optimization technology provides a full, three-tier
development platform that offers plug-and-play compatibility with the financial
institution's preferred outsource processor or in-house middleware platform and
delivers unprecedented flexibility and control.
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About InteliData [www.intelidata.com]
InteliData, with headquarters in Reston, Va., is a leading supplier of
Internet banking and bill payment technology to many top 100 U.S. financial
institutions and financial service providers. The Company's products provide
financial institutions with highly scalable and reliable Internet transaction
and payment processing solutions that give them total control of customer
information and payment processing. These services allow consumers to securely
and reliably check account balances in "real-time", view account transaction
history, transfer funds between accounts, and do online bill payment to any of
the consumers' billers. The Company's products include the Interpose(TM)
Transaction Engine, Interpose(TM) OFX Gateway, and the Interpose(TM) Payment
Warehouse.
"Safe Harbor" statement under the Private Securities Litigation Reform Act
of 1995: This release contains forward looking statements that are subject to
risks and uncertainties, including, but not limited to the impact of competitive
products, pricing pressure, product demand and market acceptance risks, bank
year 2000 compliance issues, reliance on resellers, pace of consumer acceptance
of home banking, bank mergers and acquisitions, risk of integration of the
Company's technology by large software companies, the ability of financial
institution customers to implement applications in the anticipated time frames
or with the anticipated features, functionality or benefits, reliance on key
strategic alliances and newly emerging technologies, 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 and other risks detailed from time to
time in InteliData filings with the Securities and Exchange Commission. These
risks could cause the Company's actual results for 1999 and beyond to differ
materially from those expressed in any forward looking statements made by, or on
behalf of, InteliData.
