As filed with the Securities and Exchange Commission on April 20, 1999.
Registration Statement No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
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 jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
InteliData Technologies Corporation
11600 Sunrise Valley Drive
Suite 100
Reston, Virginia 20191
(Address of principal executive office, including zip code)
INTELIDATA TECHNOLOGIES CORPORATION
MERGER STOCK COMPENSATION PLAN
(Full title of the Plan)
----------------------
Albert N. Wergley
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)
With copies to:
David M. Carter, Esq.
Hunton & Williams
NationsBank Plaza, Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
(404)-888-4000
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
=============================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share<F1> offering price registration fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,259,698 $3.28 $4,131,809 $1,149.00
$.001 par value shares
=============================================================================================================
<FN>
<F1> Calculated pursuant to Rule 457(c) on the basis of $3.28 per share,
which was the average of the high and low prices of the Common Stock as quoted
on the Nasdaq National Market on April 15, 1999.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by InteliData Technologies Corporation
(the "Company" or "InteliData") with the Commission (File No. 000-21685) are
incorporated herein by reference and made a part hereof:
(a) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
and
(b) the description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-B filed with the
Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") on November 6, 1996.
In addition, all documents filed by the Company pursuant to Section
13(a) and 13(c) of the Exchange Act after the date of the Prospectus and prior
to the termination of the offering of shares of the Company's Common Stock
pursuant to the InteliData Technologies Corporation Merger Stock Compensation
Plan (the "Plan"), any definitive proxy or information statement filed pursuant
to Section 14 of the Exchange Act in connection with any subsequent meeting of
shareholders and any reports filed pursuant to Section 15(d) of the Exchange Act
prior to any such termination of the offering of shares, shall be deemed to be
incorporated by reference in the Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that is
or is deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of the
Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. 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.
InteliData intends to enter into indemnification agreements with
certain of its directors providing for indemnification to the fullest extent
permitted by the laws of the State of Delaware. These agreements provide for
specific procedures to better assure the directors' rights to indemnification,
including procedures for directors to submit claims, for determination of
directors' entitlement to indemnification (including the allocation of the
burden of proof and selection of a reviewing party) and for enforcement of
directors' indemnification rights.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
- -----------
4.1 Article IX of the Amended and Restated Certificate of Incorporation of
the Company (filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-4, File No. 333-11081, and incorporated herein by
reference) and Section 7.02 of the Bylaws of the Company (filed as
Exhibit 3.2 to the Company's Registration Statement on Form S-4, File
No. 333-11081, and incorporated herein by reference).
5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered.
10.1 Description of InteliData Technologies Corporation Merger Stock
Compensation Plan.
<PAGE>
23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit
5.1 to the Registration Statement).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
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, as amended (the "Securities Act");
(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;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under
the Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act, and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act, 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, 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 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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Herndon, Commonwealth of Virginia on April 20, 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, Chief Executive Officer, April 20, 1999
- ------------------------------- Acting Chief Financial Officer and Director
Alfred S. Dominick, Jr. (Principal Executive and Financial Officer)
/s/ William F. Gorog Chairman of the Board and Director April 20, 1999
- -------------------------------
William F. Gorog
/s/ Steven P. Mullins Controller April 20, 1999
- ------------------------------- (Principal Accounting Officer)
Steven P. Mullins
/s/ John C. Backus, Jr. Director April 20, 1999
- -------------------------------
John C. Backus, Jr.
/s/ Patrick F. Graham Director April 20, 1999
- -------------------------------
Patrick F. Graham
/s/ John J. McDonnell, Jr. Director April 20, 1999
- -------------------------------
John J. McDonnell, Jr.
/s/ L. William Seidman Director April 20, 1999
- -------------------------------
L. William Seidman
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Article IX of the Amended and Restated
Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-4, File No.
333-11081, and incorporated herein by reference)
and Section 7.02 of the Bylaws of the Company
(filed as Exhibit 3.2 to the Company's
Registration Statement on Form S-4, File No.
333-11081, and incorporated herein by reference).
5.1 Opinion of Hunton & Williams as to the legality of the
securities being registered.
10.1 Description of InteliData Technologies Corporation Merger
Stock Compensation Plan.
23.1 Consent of Hunton & Williams (included in the
opinion filed as Exhibit 5.1 to the Registration
Statement).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on signature page).
Exhibit 5.1
April 20, 1999
The Board of Directors
InteliData Technologies Corporation
11600 Sunrise Valley Drive
Suite 100
Reston, Virginia 20191
InteliData Technologies Corporation
Registration Statement on Form S-8
-----------------------------------
Ladies & Gentlemen:
We are acting as counsel for InteliData Technologies Corporation (the
"Company") in connection with its Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission, with respect to up to 1,259,698
shares of the Company's Common Stock to be issued by the Company (the "Shares")
pursuant to the InteliData Technologies Corporation Merger Stock Compensation
Plan (the "Plan"). In connection with the filing of the Registration Statement,
you have requested our opinion concerning certain corporate matters.
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 and the further qualifications stated below,
we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and
in good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when such shares have
been issued in accordance with the terms of the Plan, will be
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Form S-8. 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 Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
HUNTON & WILLIAMS
Exhibit 10.1
SUMMARY OF THE INTELIDATA TECHNOLOGIES
CORPORATION STOCK INCENTIVE PLAN
Introduction
On November 7, 1996 US Order, Inc. ("US Order") and Colonial Data
Technologies Corporation ("Colonial") merged into and with InteliData
Technologies Corporation (the "Company"). Options to purchase common stock of US
Order ("US Order Options") and options to purchase common stock of Colonial
("Colonial Options") were granted prior to 1996 under the stock compensation
plans maintained by US Order and Colonial. The US Order Options and Colonial
Options were surrendered for cancellation without receipt of consideration prior
to November 7, 1996.
The Company's Board of Directors (the "Board") adopted the InteliData
Technologies Corporation Stock Incentive Plan (the "Plan") on November 7, 1996
to grant options for common stock of the Company ("Options") to individuals who
surrendered US Order Options or Colonial Options ("Participants"). The Company's
shareholders approved the Plan on November 7, 1996.
An Option entitles the Optionee to purchase shares of the Company's
common stock ("Common Stock") from the Company at the option price. The number
of shares covered by the Options and the option price per share will be the same
as under the canceled US Order Options or Colonial Options, as applicable. The
remaining terms of the Options are the same as the terms of the corresponding US
Order or Colonial Options subject to adjustments under the August 5, 1996, as
amended, agreement governing the merger of US Order and Colonial into and with
the Company (the "Merger Agreement").
The Plan is divided into four chapters. Each chapter corresponds to one
of the stock compensation plans maintained by either US Order or Colonial.
All grants under the Plan are governed by Agreements. The term
"Agreement" means any written agreement (including any amendment or supplement
thereto) specifying the terms and conditions of an Option granted under the
Plan.
The Plan is not subject to the Employee Retirement Income Security Act
of 1974, as amended. The Plan is not, and is not intended to be, qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
The date of this summary is April 20, 1999.
Replacement Options
On June 9, 1998, the Company offered employees participating in the
Company's Stock Option Plans the opportunity to cancel the exercisable and
unexercisable portions of their stock options as of June 9, 1998 and replace
them with an equal number of options ("Replacement Options") at an exercise
price of $1.00, which was the closing market price on such date. The Company did
not offer this opportunity to the President and Chief Executive Officer, but
offered this opportunity to employees as an incentive to encourage employee
retention. Approximately 944,235 stock options with exercise prices ranging from
$1.25 to $23.75 were replaced.
Accordingly, notwithstanding any provision of this summary to the
contrary, the price per share of Common Stock purchased upon the exercise of a
Replacement Option is $1.00. Replacement options become exercisable as follows:
the number of previously granted options exercisable on June 9, 1998 will become
<PAGE>
exercisable on December 9, 1998 and the number of previously granted options
unexercisable as of June 9, 1998 will become exercisable over three years from
June 9, 1998 in equal annual increments.
Administration
The Administrator administers the Plan. References in this Prospectus
to the "Administrator" mean a committee of the Company's Board of Directors (the
"Committee") and any delegate of the Committee. The Committee, in its
discretion, may delegate to one or more officers of the Company all or part of
the Committee's authority and duties with respect to grants and awards to
individuals who are not subject to the reporting and other provisions of Section
16 of the Securities Exchange Act of 1934, as in effect from time to time (the
"Exchange Act").
The Administrator has complete authority to interpret all provisions of
the Plan; to adopt, amend, and rescind rules and regulations pertaining to the
administration of the Plan; and to make all other determinations necessary or
advisable for the administration of the Plan.
For purposes of determining the applicability of Section 422 of the
Code (relating to Incentive Stock Options ("ISOs")), or in the event the terms
of any Option provide it may be exercised only during employment or within a
specified period of time after termination of employment, the Administrator may
decide to what extent leaves of absence for governmental or military service,
illness, temporary disability or other reasons shall not be deemed interruptions
of continuous employment.
Any action taken by the Administrator shall be final and conclusive.
Neither the Administrator nor any member of the Committee shall be liable for
any act done in good faith with respect to the Plan or any Agreement. All
expenses of administering the Plan will be borne by the Company.
More information about the Plan, the Administrator, and the Committee
may be obtained by calling or writing Mr. Albert N. Wergley, Vice President and
General Counsel, InteliData Technologies Corporation, 13100 Worldgate Drive,
Suite 600, Herndon, Virginia 20170 (telephone (703) 834-8500).
CHAPTER I
Eligibility for Participation
Participation in Chapter I is limited to individuals who surrendered a
Colonial Option granted under the Colonial Data Technologies Corporation 1994
Long-Term Incentive Plan (the "Colonial Incentive Plan").
Grants
Options granted under Chapter I ("Chapter I Options") may be ISOs or
nonqualified stock options. The two types of options differ primarily in the tax
consequences attending the exercise of an Option and the disposition of the
shares received upon the exercise of an Option. See "Federal Income Tax
Consequences."
Shares Subject to Chapter I
Common Stock which may be issued under the Chapter I may be either
shares from the Company's authorized but unissued Common Stock or issued shares
reacquired and held as treasury shares. The maximum aggregate number of shares
of Common Stock that may be issued under Chapter I is the number of shares of
Colonial common stock covered by surrendered Colonial Options granted under the
Colonial Incentive Plan.
<PAGE>
Terms and Conditions of Chapter I Options
Option Price
- ------------
The price per share for Common Stock purchased upon the exercise of a
Chapter I Option (i.e., the option price) equals the price set forth in the
Agreement governing the Option. In the case of a Reload Option, the option price
per share may not be less than the fair market value of the Common Stock on the
option's date of grant.
Exercise
- --------
A Chapter I Option may be exercised in accordance with the terms of the
Agreement governing the Option.
Payment
- -------
The option price may be paid in cash or by delivery of property
acceptable to the Administrator, including shares of Common Stock. If Common
Stock is used to pay all or part of the option price, the sum of the cash and
cash equivalent and the fair market value of the shares surrendered (determined
as of the day preceding the date of exercise) must not be less than the option
price of the shares for which the Option is being exercised.
Termination of Employment
- -------------------------
A Chapter I Option generally may not be exercised more than thirty days
after a Participant's termination of employment with the Company and its
affiliates.
In the event a Participant's employment with the Company and its
affiliates terminates on account of retirement on or after age 60, the Chapter I
Option may be exercised within three months of termination. If the Participant
dies while employed by the Company or an affiliate, the Chapter I Option may be
exercised within one year of the Participant's death.
Reload Options
- --------------
If the Agreement so provides, a Participant who pays all or a portion
of the option price of a nonqualified stock option by delivering shares of
Common Stock to the Company will be granted a new option (a "Reload Option") to
purchase the number of shares of Common Stock so delivered on such terms as
prescribed by the Agreement.
Assignment of Interest
No Chapter I Option, any Agreement, or any rights or interests therein
may be assigned, transferred, sold exchanged, encumbered pledged, or otherwise
hypothecated or disposed of by a Participant or any beneficiary of a Participant
except by will or the laws of descent and distribution. Additionally, no grant
may be subject to execution, attachment or similar legal process. Only the
Participant may exercise his or her Chapter I Option during his or her lifetime.
Amendment and Termination
The Company's Board of Directors may amend or terminate Chapter I at
any time. If, however, an amendment increases the aggregate number of shares of
Common Stock that may be issued pursuant to Chapter I, changes the class of
individuals who may participate in Chapter I, materially increases the benefits
that may be provided under Chapter I, or extends Chapter I's termination date,
such amendment will not become effective until shareholder approval is obtained.
In addition, unless consented to by a Participant, no amendment may materially
affect the rights of such Participant under any grant outstanding at the time
such amendment is made.
<PAGE>
No grants, other than Reload Options, may be made under Chapter I after
November 7, 1996. Chapter I Options outstanding on November 7, 1996 will remain
valid in accordance with their terms.
CHAPTER II
General Information
Options granted under Chapter II ("Chapter II Options") may be ISOs or
nonqualified stock options. The two types of options differ primarily in the tax
consequences attending the exercise of an Option and the disposition of shares
received upon the exercise of an Option. See "Federal Income Tax Consequences."
Eligibility for Participation
Participation in Chapter II is limited to individuals who surrendered a
US Order Option granted under the US Order, Inc. 1995 Incentive Plan (the "USO
Incentive Plan").
Shares Subject to Chapter II
Upon the exercise of any Chapter II Option, the Company may deliver
shares from its authorized but unissued Common Stock. The maximum aggregate
number of shares of Common Stock that may be issued under Chapter II is the
number of shares covered by surrendered US Order Options granted under the USO
Incentive Plan.
Terms and Conditions of Options
Option Price
- ------------
The price per share for Common Stock purchased upon the exercise of a
Chapter II Option (i.e., the option price) equals the price set forth in the
Agreement governing the Option.
Exercise
- --------
A Chapter II Option may be exercised in accordance with the terms of
the Agreement governing the Option.
Payment
- -------
The option price may be paid in cash or a cash equivalent acceptable to
the Administrator. Payment of all or part of the option price may be made by
surrendering shares of Common Stock to the Company. If Common Stock is used to
pay all or part of the option price, the sum of the cash and cash equivalent and
the fair market value of the shares surrendered (determined as of the day
preceding the date of exercise) must not be less than the option price of the
shares for which the Chapter II Option is being exercised.
A Participant who is employed by the Company or an affiliate on the
date the Option is exercised, may pay all or part of the option price in
installments. If a Participant pays all or part of the option price in
installments, the Company will lend the Participant an amount equal to not more
than ninety percent (90%) of the option price. This amount will be evidenced by
the Participant's promissory note and will be payable in not more than five
equal annual installments, unless the amount of the loan exceeds the maximum
loan value for the shares purchased, which value will be established from time
to time by regulations of the Board of Governors of the Federal Reserve System.
In that event, the note will be payable in equal quarterly installments over a
period of time not to exceed five years. The Administrator, however, may vary
such terms and make such other provisions concerning the unpaid balance of such
purchase price in the case of hardship, subsequent termination of employment,
absence for military or government service, or subsequent death of the
Participant as in its discretion are necessary or advisable in order to
<PAGE>
protect the Company, promote the purposes of the Plan and comply with
regulations of the Board of Governors of the Federal Reserve System relating to
securities credit transactions.
The Participant will pay interest on the unpaid balance at the minimum
rate necessary to avoid imputed interest or original issue discount under the
Code. All shares acquired with cash borrowed from the Company will be pledged to
the Company as security for the repayment thereof. In the discretion of the
Administrator, shares of stock may be released from such pledge proportionately
as payments on the note (together with interest) are made, provided the release
of such shares complies with the regulations of the Federal Reserve System
relating to securities credit transactions then applicable. While shares are so
pledged, and so long as there has been no default in the installment payments,
such shares will remain registered in the name of the Participant, and he will
have the right to vote such shares and to receive all dividends thereon.
Assignment of Interest
Chapter II Options are not transferable except by will or the laws of
descent and distribution. In the event of any such transfer, the Chapter II
Option must be transferred to the same person or persons or entity or entities.
Only the Participant may exercise his or her Chapter II Option during his or her
lifetime. No right or interest of a Participant in a Chapter II Option will be
liable for, or subject to, any lien, obligation or liability of such
Participant.
If the Agreement provides, however, a Chapter II Option that is not an
ISO may be transferred by a Participant to the Participant's children,
grandchildren, spouse, one or more trusts for the benefit of such family members
or a partnership in which such family members are the only partners; provided,
however, that a Participant may not receive any consideration for the transfer.
In addition, a Participant may hold transferable Chapter II Options that are not
ISOs to the extent that, and on such terms as may be permitted by Securities and
Exchange Commission Rule 16b-3 as in effect from time to time. The holder of a
transferred Chapter II Option will be bound by the same terms and conditions
that governed the Chapter II Option during the period that it was held by the
Participant.
Amendment and Termination
The Board may amend or terminate Chapter II at any time. If, however,
an amendment increases the aggregate number of shares of Common Stock that may
be issued pursuant to Chapter III, changes the class of individuals who may
participate in Chapter II, or materially increases the benefits that may be
provided under Chapter II, such amendment will not become effective until
shareholder approval is obtained. In addition, unless consented to by a
Participant, no amendment will adversely affect the rights of such Participant
under any Chapter II Option outstanding at the time such amendment is made.
No grants may be made under Chapter II after November 7, 1996. Chapter
II Options outstanding on November 7, 1996, will remain valid in accordance with
their terms.
CHAPTER III
Eligibility for Participation
Participation in Chapter III is limited to individuals who surrendered
US Order Options granted under the US Order, Inc. Non-Employee Directors' Stock
Option Plan (the "USO Directors' Plan").
Grants
Options granted under Chapter III ("Chapter III Options") are
nonqualified stock options.
<PAGE>
Shares Subject to Chapter III
Upon the exercise of any Chapter III Option, the Company may deliver
shares from its authorized but unissued Common Stock. The maximum number of
shares of Common Stock that may be issued under Chapter III is the number of
shares of US Order common stock covered by surrendered US Order Options granted
under the USO Directors' Plan.
Terms and Conditions of Options
Option Price
- ------------
The option price per share of Common Stock purchased upon the exercise
of a Chapter III Option (i.e., the option price) will equal the price set forth
in the Agreement governing the Option.
Exercise
- --------
A Chapter III Option is exercisable in accordance with the terms of the
Agreement governing the Option.
Payment
- -------
Payment of the option price may be made in cash or by delivery of
property acceptable to the Committee, including shares of Common Stock. If
Common Stock is used to pay all or part of the option price, the sum of the cash
and cash equivalent and the fair market value of the shares surrendered
(determined as of the day preceding the date of exercise) must not be less than
the option price of the shares for which the Option is being exercised.
Assignment of Interest
A Participant may not transfer or assign any rights he or she has under
Chapter III other than by will or the laws of descent and distribution. Only the
Participant, may exercise his or her Chapter III Option during his or her
lifetime. No right or interest of a Participant under Chapter III will be liable
for, or subject to, any lien, obligation or liability of such Participant.
Amendment and Termination
The Board may amend or terminate Chapter III at any time, but Chapter
III may not be amended more than once every six months, unless such amendment is
required because of changes in the Code, ERISA, or the rules and regulations
thereunder. An amendment that materially increases the aggregate number of
shares of Common Stock that may be issued pursuant to Chapter III, materially
changes the class of individuals who may become Participants in Chapter III or
materially increases the benefits accruing to Participants under Chapter III,
will not become effective until shareholder approval is obtained. Neither an
amendment nor the termination of Chapter III shall, without a Participant's
consent, adversely affect any rights of the Participant under any Chapter III
Option outstanding at the time of such amendment or termination.
No grant may be made under Chapter III after November 7, 1996. Chapter
III Options outstanding on November 7, 1996 will remain valid in accordance with
their terms.
CHAPTER IV
Eligibility for Participation
Participation in Chapter IV is limited to individuals who surrendered
US Order Options granted under the US Order, Inc. 1991 Stock Option Plan (the
"91 Plan").
<PAGE>
Grants
Options granted under Chapter IV ("Chapter IV Options") may be ISOs or
nonqualified stock options. The two types of options differ primarily in the tax
consequences attending the exercise of an Option and the disposition of the
shares received upon the exercise of an Option. See "Federal Income Tax
Consequences."
Shares Subject to Plan
The total number of shares of Common Stock reserved and available for
issuance under Chapter IV is the number of shares of US Order common stock
covered by surrendered US Order Options granted under the 91 Plan. Such shares
may consist, in whole or in part, of authorized and unissued shares or treasury
shares.
Terms and Conditions of Options
Option Price
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The price per share for Common Stock purchased upon the exercise of a
Chapter IV Option (i.e., the option price) equals the price set forth in the
Agreement governing the Option.
Exercise
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A Chapter IV Option may be exercised in accordance with the terms of
the Agreement governing the Option. The Company's obligation to deliver shares
of Common Stock to a Participant upon the exercise of a Chapter IV Option is
subject to the Participant's satisfaction of any income and employment tax
withholding obligations. See General Plan Information.
Payment
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The option price may be paid in cash or by delivery of property
acceptable to the Committee including Common Stock. In no event may the option
price be paid in shares of Common Stock acquired pursuant to the exercise of an
Option, unless such shares have been held for at least six months. If Common
Stock is used to pay all or part of the option price, the sum of the cash and
cash equivalent and the fair market value of the shares surrendered (determined
as of the day preceding the date of exercise) must not be less than the option
price of the shares for which the Option is being exercised.
Assignment of Interest
No Chapter IV Option is transferable other than by will or the laws of
descent and distribution, except to the extent required by applicable law. Only
the Participant may exercise his or her Chapter IV Option during his or her
lifetime.
Amendment and Termination
The Company's Board of Directors (the "Board") may amend or terminate
Chapter IV at any time. No amendment, alteration, or termination of Chapter IV,
however, may be made by the Board without approval of each affected Participant
if such amendment, alteration, or termination would impair the rights of a
Participant under any award theretofore granted.
The Board may amend the terms of any award theretofore granted,
prospectively or retroactively, but no such amendment may impair the rights of
any Participant with respect to such award without the Participant's consent.
<PAGE>
No grant may be made under Chapter IV after November 7, 1996. Chapter
IV Options outstanding on November 7, 1996 will remain valid in accordance with
their terms.
GENERAL PLAN INFORMATION
Shareholder Rights
No Participant will, as a result of receiving an Option, have any
rights as a shareholder until the date the Option is exercised.
Withholding Taxes
A Participant is responsible for satisfying any income and employment
tax withholding obligations attributable to participation in the Plan. Unless
otherwise provided by the Agree-ment, any such withholding tax obligations may
be satisfied in cash or a cash equivalent acceptable to the Administrator. A
Participant also may satisfy any withholding tax obligations in a manner
prescribed by the Administrator.
ISO Exercise Limit
ISOs (granted under the Plan and all plans of the Company and its
affiliates) may not be first exercisable in a calendar year for stock having an
aggregate fair market value (determined as of the date an Option is granted)
exceeding $100,000.
Funding
The Plan is unfunded, and the Company will not be required to segregate
any assets that may be represented by grants under the Plan. Any liability of
the Company to any person with respect to any grant under the Plan will be based
solely upon any contractual obligations that may be created pursuant to the
Plan. No such obligation of the Company will be secured by any pledge of, or
other encumbrance on, any property of the Company.
Disposition of Stock
A Participant shall notify the Company of any sale or other disposition
of Common Stock acquired pursuant to an Option that was an ISO if such sale or
disposition occurs (i) within two years of the grant of the Option or (ii)
within one year of the issuance of the Common Stock to the Participant. Such
notice shall be in writing and directed to the Secretary of the Company.
Adjustments Upon Change in Capital Structure
In the event that (a) the Company (i) effects one or more stock
dividends, stock split-ups, subdivisions or consolidations of shares or (ii)
engages in a transaction to which Section 424 of the Code applies or (b) there
occurs any other event which, in the judgment of the Committee necessitates such
action, then the maximum number of shares subject to the Plan or any chapter of
the Plan and/or the terms of outstanding Options may be adjusted as the
Committee determines to be equitably required.
Before selling shares of Common Stock (including shares acquired under
an Option), Participants who are officers and directors of the Company or who
hold at least ten percent of the Company's Common Stock ("Insiders") should
consider carefully the "short-swing profit" provisions of the Exchange Act. The
"short-swing profit" rules are complex and all Insiders are strongly urged to
consult with their legal advisors before engaging in transactions involving
Common Stock.
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizes the Company's understanding of the
more significant federal income tax consequences associated with the Plan. The
Company has not undertaken to provide personal tax or financial advice to
Participants. Accordingly, Participants are encouraged to consult with their
personal tax and financial consultants regarding participation in the Plan.
Federal Income Tax Treatment of ISOs
Under Section 421 of the Code, no income will be recognized by a
Participant upon the grant or the exercise of an ISO (although the difference
between the fair market value of the Common Stock on the date of exercise and
the option price is an adjustment to the Participant's alternative minimum
taxable income that may give rise to alternative minimum tax liability). A
Participant will recognize income if and when he disposes of the shares acquired
under the ISO. If the disposition does not occur within two years after the
grant of the ISO or within one year after the shares were transferred to him
(the "ISO holding period"), the gain realized on such disposition will be
characterized as long-term capital gain.
If Common Stock acquired under an ISO is disposed of prior to the
expiration of the ISO holding period, the Participant will recognize, as
ordinary income, the difference between the fair market value of the Common
Stock on the date of exercise and the option price. Any gain in excess of that
amount will be characterized as either long-term or short-term capital gain,
depending on the period the stock was held by the Participant.
A special rule applies to the disposition of Common Stock prior to the
expiration of the ISO holding period where the amount realized is less than the
fair market value of the stock on the date of exercise. In that event, the
income recognized by the Participant is limited to the difference between the
amount realized on the disposition of the Common Stock and the option price.
This special rule does not apply, however, unless the Common Stock is disposed
of in a transaction in which the Participant could claim a loss if a loss was in
fact sustained.
The ISO holding period does not have to be satisfied if the ISO is
exercised on behalf of a Participant's estate or by a person who succeeds to the
Participant's rights by bequest or inheritance. Thus, the Participant's estate
or any person who exercises an ISO by reason of bequest or inheritance will be
entitled to long-term capital gain treatment upon the subsequent disposition of
the Common Stock.
If Common Stock is surrendered in the exercise of an ISO, the
Participant generally will not recognize income on account of the exchange. The
Participant's tax basis in the shares received in the exchange that do not
exceed the number of shares surrendered is the same as his tax basis in the
surrendered shares. The holding period of those shares will include the period
that the Participant held the surrendered shares except for purposes of
determining whether the ISO holding period has been satisfied.
The Participant's tax basis in the shares received in the exchange that
exceed the number of shares surrendered (the "Additional Shares") will either be
zero or the amount of any cash that is paid as part of the option price. The
holding period for the shares will be measured from the date of the ISO
exercise.
Proposed Treasury regulations include a special rule that applies in
the case of a disposition of any of the shares received in a stock-for-stock ISO
exercise before the end of the ISO holding period. The special rule provides
that the Participant will be deemed to have first sold the shares with the
lowest tax basis.
The Company will not be entitled to a federal income tax deduction with
respect to the grant or exercise of an ISO. The employer corporation (the
Company or an affiliate) will be entitled to a federal income tax deduction if
the Participant disposes of Common Stock acquired under an ISO prior to the
expiration of the ISO holding period.
<PAGE>
In that event, the employer corporation (the Company or an affiliate), generally
will be entitled to a federal income tax deduction equal to the amount of
ordinary income recognized by the Participant.
Federal Income Tax Treatment of Nonqualified Options
Upon the exercise of a nonqualified stock option, the Participant will
recognize, as ordinary income, the difference between the option price and the
fair market value of the Common Stock on the date the Option is exercised.
The Participant's tax basis in the shares received upon the exercise of
a nonqualified stock option will be the sum of the amount of any income
recognized and the amount paid in connection with the exercise. Any gain or loss
that a Participant realizes on a subsequent disposition of Common Stock acquired
upon the exercise of a nonqualified stock option will be treated as long-term or
short-term capital gain or loss, depending on the period during which the
Participant held such shares.
If Common Stock is surrendered in the exercise of a nonqualified stock
option, the Participant will not recognize gain or loss to the extent that the
number of shares received in the exchange does not exceed the number of shares
surrendered.
The Participant will, however, recognize ordinary income equal to the
fair market value of the shares received in the exchange that exceed the number
of shares surrendered (the "Additional Shares"), less any cash paid by the
Participant to exercise the Option. The fair market value of the Additional
Shares, and Participant's income, will be determined on the date of exercise.
The Participant's tax basis in the shares received in the exchange that
do not exceed the number of shares surrendered is the same as his tax basis in
the surrendered shares. The Participant's tax basis in the Additional Shares is
equal to the sum of the ordinary income recognized by the Participant on account
of the exchange and any cash paid by the Participant to exercise the Option.
The exercise of a nonqualified stock option will entitle the employer
corporation (the Company or an affiliate) to claim a federal income tax
deduction equal to the amount of ordinary income recognized by the Participant.
Resales of Common Stock Acquired Pursuant to the Plan
Rule 144
Except for shares issued to "affiliates" of the Company, as defined in
rules issued under the Securities Act of 1933 (the "Securities Act"), all shares
of Common Stock received by Participants upon the exercise of an Option will be
transferable without registration under the Securities Act. Such rules define
the term "affiliate" as a person who directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Company. Any person serving as a director of the Company at the time he or
she desires to sell shares of Common Stock may be considered an "affiliate" of
the Company for purposes of Rule 144. Sales of shares of Common Stock by
"affiliates" may only be made pursuant to (i) a separate prospectus prepared by
the Company containing information in addition to the information contained in
this Prospectus, or (ii) Rule 144 under the Securities Act. Each Participant is
urged to consult with his or her legal counsel, or the General Counsel of the
Company, to review the applicability of Rule 144 before selling shares of Common
Stock (including shares of Common Stock acquired upon the exercise of an
Option).
<PAGE>
Documents Incorporated by Reference
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 and the Company's Registration Statement Form 8-B, dated
November 6, 1996, containing a description of the Common Stock, filed with the
Securities and Exchange Commission, are incorporated herein by reference and
made a part hereof.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this summary and prior to the
termination of the offering of the Common Stock through the Plan will be deemed
to be incorporated by reference in the Prospectus and to be a part thereof from
the date of filing of such documents. Any statements contained in a document
incorporated by reference herein will be deemed to be modified or superseded for
purposes of the Prospectus to the extent that a statement contained herein or in
any other subsequently filed document that is incorporated by reference herein
modifies or supersedes such earlier statement. Any such statement so modified or
superseded will not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.
The documents incorporated by reference together with this summary constitute a
Prospectus required by Section 10(a) of the Securities Act of 1933, as amended.
The Company will furnish, without charge, upon written or oral request, to each
person to whom a copy of this summary is delivered, a copy of any or all of the
documents, unless such exhibits are specifically incorporated by reference
herein. Requests should be directed to Mr. Albert N. Wergley, Vice President and
General Counsel, InteliData Technologies Corporation, 11600 Sunrise Valley
Drive, Suite 100, Reston, Virginia, 20191 (telephone (703) 259-3000).
In addition, the Company will deliver to all Participants, upon oral or
written request to the above address and telephone number, all reports, proxy
statements and other communications distributed to the Company's shareholders.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
InteliData Technologies Corporation on Form S-8 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.
/s/ Deloitte & Touche, LLP
McLean, Virginia
April 19, 1999
