As filed with the Securities and Exchange Commission on December 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
1996 INCENTIVE PLAN
1998 Chief Executive officer's PLAN
(Full title of the Plans)
----------------------
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
Bank of America 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<F1><F2> per share<F3> offering price registration fee<F4>
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 2,100,000 shares $4.20 $8,820,000 $2,382
Preferred Share Purchase Rights 2,100,000 shares N/A N/A N/A
====================================================================================================================================
<FN>
<F1> This Registration Statement covers 900,000 shares relating to the registrant's 1996 Incentive Plan and 1,200,000 shares
relating to the registrant's 1998 Chief Executive Officer's Plan.
<F2> This Registration Statement also covers 1,334,999 shares carried forward from Registration Statement No. 333-16115.
<F3> Calculated pursuant to Rule 457(c) on the basis of $4.20 per share, which was the average of the high and low prices of
the Common Stock as quoted on the Nasdaq National Market on December 17, 1999.
<F4> Filing fee previously paid with respect to 1,334,999 shares carried forward from Registration Statement No. 333-16115.
</FN>
Pursuant to Rule 429 of the Securities Act of 1933 (the "Securities Act"), the Prospectus prepared in connection with this
Registration Statement relates to the 1,334,999 shares that were previously registered by the registrant under Registration
Statement No.333-16115 (effective November 14, 1996). This Registration Statement constitutes Post-Effective Amendment No.1 to such
prior Registration Statement. Such Post-Effective Amendment shall hereafter become effective concurrently with the effectiveness of
this Registration Statement.
</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 as amended through the date hereof;
(b) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999 and September 30, 1999;
(c) the Company's Current Reports on Form 8-K filed with the
Commission on April 19, 1999, June 3, 1999, July 26, 1999 (as amended
on July 28, 1999), September 28, 1999 and November 1, 1999 (as amended
on November 4, 1999);
(e) 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; and
(f) the description of the Company's Rights Agreement
contained in the Company's Form 8-A filed with the Commission on
January 26, 1998.
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 1996 Incentive Plan or the
1998 Chief Executive Officer's Plan (the "Plans"), 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.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 Certificate of Incorporation of InteliData Technologies Corporation.
(Incorporated herein by reference to the Company's Registration
Statement on Form S-4, File Number 333-11081).
4.1.1 Amendment to the Certificate of Incorporation (filed herewith).
<PAGE>
4.1.2 Amendment to the Certificate of Incorporation. (Incorporated
herein by reference to the Company's Current Report on Form
8-K filed with the Commission on July 26, 1999).
4.2 Bylaws of InteliData Technologies Corporation. (Incorporated herein
by reference to the Company's Registration Statement on Form S-4,
File Number 333-11081).
4.3 Rights Agreement, dated as of January 21, 1998, by and between the
Company and American Stock Transfer & Trust Company, as Rights Agent.
(Incorporated herein by reference to the Registration Statement on
Form 8-A filed with the Commission on January 22, 1998).
5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered (filed herewith).
10.1 InteliData Technologies Corporation 1996 Incentive Plan.(Incorporated
herein by reference to the Company's Registration Statement on Form
S-8, File Number 333-16115).
10.2 InteliData Technologies Corporation 1998 Chief Executive Officer's
Plan. (Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999).
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 (filed herewith).
24.1 Power of Attorney (included on signature page).
99.1 Description of Amendment to 1996 Incentive Plan. (Incorporated herein
by reference to the Company's Proxy Statement filed with the
Commission on September 9, 1999).
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.
<PAGE>
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 Reston, Commonwealth of Virginia on December 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, December 20, 1999
- -------------------------------
Alfred S. Dominick, Jr. Acting Chief Financial Officer and Director
(Principal Executive and Financial Officer)
/s/ William F. Gorog Chairman of the Board and Director December 20, 1999
- -------------------------------
William F. Gorog
/s/ Stephen P. Mullins Controller December 20, 1999
- ------------------------------- (Principal Accounting Officer)
Stephen P. Mullins
/s/ Patrick F. Graham Director December 20, 1999
- -------------------------------
Patrick F. Graham
/s/ John J. McDonnell, Jr. Director December 20, 1999
- -------------------------------
John J. McDonnell, Jr.
/s/ L. William Seidman Director December 20, 1999
- -------------------------------
L. William Seidman
/s/ Norman J. Tice Director December 20, 1999
- -------------------------------
Norman J. Tice
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No.
4.1 Certificate of Incorporation of InteliData Technologies
Corporation. (Incorporated herein by reference to the
Company's Registration Statement on Form S-4, File Number
333-11081).
4.1.1 Amendment to the Certificate of Incorporation (filed herewith).
4.1.2 Amendment to the Certificate of Incorporation. (Incorporated
herein by reference to the Company's Current Report on Form
8-K filed with the Commission on July 26, 1999).
4.2 Bylaws of InteliData Technologies Corporation. (Incorporated
herein by reference to the Company's Registration Statement
on Form S-4, File Number 333-11081).
4.3 Rights Agreement, dated as of January 21, 1998, by and between
the Company and American Stock Transfer & Trust Company, as
Rights Agent. (Incorporated herein by reference to the
Registration Statement on Form 8-A filed with the Commission on
January 22, 1998).
5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered (filed herewith).
10.1 InteliData Technologies Corporation 1996 Incentive Plan.
(Incorporated herein by reference to the Company's Registration
Statement on Form S-8, File Number 333-16115).
10.2 InteliData Technologies Corporation 1998 Chief Executive
Officer's Plan. (Incorporated herein by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999).
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 (filed herewith).
24.1 Power of Attorney (included on signature page).
99.1 Description of Amendment to 1996 Incentive Plan. (Incorporated
herein by reference to the Company's Proxy Statement filed with
the Commission on September 9, 1999).
Exhibit 4.1.1
Amendment to Certificate of Incorporation
Series A Participating Cumulative Preferred Stock
Section 1. Designation and Amount.
The shares of such series shall be designated as Series A Participating
Cumulative Preferred Stock, par value $.001 per share (the "Series A Preferred
Stock"), and the number of shares constituting such series shall be 100,000 (one
hundred thousand).
Section 2. Dividends and Distributions.
(a) The holders of shares of Series A Preferred Stock, in preference to
the holders of shares of Common Stock, par value $.001 per share, of the
Corporation (the "Common Stock") and of any other junior stock of the
Corporation that may be outstanding, shall be entitled to receive, when, as and
if declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the tenth day of January, April,
July and October in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (i) $.25 per share ($1.00 per annum), or (ii) subject to
the provision for adjustment hereinafter set forth, 1000 times the aggregate per
share amount of all cash dividends, and 1000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions, other
than a dividend payable in shares of Common Stock, or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment
Date or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Preferred Stock.
In the event that the corporation shall at any time declare or pay any dividend
on Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then and in each such event, the amount to which the holder of
each share of Series A Preferred Stock was entitled immediately prior to such
event under clause (ii) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event, and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(b) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (a) of this Section 2
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided, however,
that in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $.25 per
share ($1.00 per annum) on the Series A Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.
<PAGE>
(c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Preferred Stock, unless
the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which cases such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
cumulate but shall not bear interest. Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than 60 days
prior to the date fixed for the payment thereof.
(d) Dividends in full shall not be declared or paid or set apart for
payment on the Series A for a dividend period terminating on the Quarterly
Dividend Payment Date unless dividends in full have been declared or paid or set
apart for payment on the Preferred Stock of all series (other than series with
respect to which dividends are not cumulative from a date prior to such dividend
date) for the respective dividend periods terminating on such dividend date.
Section 3. Voting Rights.
The holders of shares of Series A Preferred Stock shall have the
following voting rights:
(a) Each share of Series A Preferred Stock shall entitle the holder
thereof to 1000 votes (and each one one-thousandth of a share of Series A
Preferred Stock shall entitle the holder thereof to one vote) on all matters
submitted to a vote of the stockholders of the Corporation. In the event that
the Corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then and in each such event,
the number of votes per share to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event, and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(b) Except as otherwise provided in the Amended and Restated
Certificate of Incorporation of the Corporation, Bylaws or herein or by law, the
holders of shares of Series A Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.
(c) In addition, the holders of shares of Series A Preferred Stock
shall have the following special voting rights:
<PAGE>
(i) In the event that at any time or from time to time while any
shares Series A Preferred Stock are outstanding, dividends on Series A
Preferred Stock, whenever accrued and whether or not consecutive, shall not
have been paid or declared and a sum sufficient for the payment thereof set
aside, in an amount equivalent to six quarterly dividends on all shares of
Series A Preferred Stock at the time outstanding, then and in each such
event, the holders of shares of Series A Preferred Stock and each other
series of preferred stock now or hereafter issued that shall be accorded
such class voting right by the Board of Directors and that shall have the
right to elect at least one director (or, in the event any such other
series is entitled to a greater number of directors, such number of
directors, which shall be cumulative with and not in addition to the
director provided for herein, such director or directors being hereinafter
referred to as "Special Directors") as the result of a prior or subsequent
default in payment of dividends on such series (each such other series
being hereinafter called "Other Series of Preferred Stock"), voting
separately as a class without regard to series, shall be entitled to elect
the Special Director at the next annual meeting of stockholders of the
Corporation, in addition to the directors to be elected by the holders of
all shares of the Corporation entitled to vote for the election of
directors, and the holders of all shares (including the Series A Preferred
Stock) otherwise entitled to vote for directors, voting separately as a
class, shall be entitled to elect the remaining members of the Board of
Directors, provided that the Series A Preferred Stock and each Other Series
of Preferred Stock, voting as a class, shall not have the right to elect
more than one Special Director (in addition to any Special Director to
which the holders of any Other Series of Preferred Stock are then
entitled). Such special voting right of the holders of shares of Series A
Preferred Stock may be exercised until all dividends in default on the
Series A Preferred Stock shall have been paid in full or declared and funds
sufficient therefor set aside, and when so paid or provided for, such
special voting right of the holders of shares of Series A Preferred Stock
shall cease, but subject always to the same provisions for the vesting of
such special voting rights in the event of any such future dividend default
or defaults.
(ii) At any time after such special voting rights shall have so
vested in the holders of shares of Series A Preferred Stock, the President
or the Secretary of the Corporation may, and upon the written request of
the holders of record of 10% or more in number of the shares of Series A
Preferred Stock and each Other Series of Preferred Stock then outstanding
addressed to the Secretary at the principal executive office of the
Corporation shall, call a special meeting of the holders of shares of
Preferred Stock so entitled to vote, for the election of the Special
Directors to be elected by them as herein provided, to be held within 60
days after such call and at the place and upon the notice provided by law
and in the Bylaws for the holding of meetings of stockholders; provided,
however, that the President or the Secretary shall not be required to call
such special meeting in the case of any such request received less than 60
days before the date fixed for any annual meeting of stockholders, and if
in such case such special meeting is not called or held, the holders of
shares of Preferred Stock so entitled to vote shall be entitled to exercise
the special voting rights provided in this paragraph at such annual
meeting. If any such special meeting required to be called as above
provided shall not be called by the President or the Secretary within 30
days after receipt of any such request, then the holders of record of 10%
or more in number of the shares of Series A Preferred Stock and each Other
Series of Preferred Stock then outstanding may designate in writing one of
their number to call such meeting, and the person so designated may,
at the expense of the Corporation, call such Meeting to be held at the
place and upon the notice given by such person, and for that sole purpose
shall have access to the stock books of the Corporation. No such special
meeting and no adjournment thereof shall be held on a date later than 60
days before the annual meeting of stockholders. If, at any meeting so
<PAGE>
called or at any annual meeting held while the holders of shares of Series
A Preferred Stock have the special voting rights provided for in this
paragraph, the holders of not less than 40% of the aggregate voting power
of Series A Preferred Stock and each Other Series of Preferred Stock then
outstanding are present in person or by proxy, which percentage shall be
sufficient to constitute a quorum for the election of additional directors
as herein provided, the then authorized number of directors of the
Corporation shall be increased by the number of Special Directors to be
elected, as of the time of such special meeting or the time of the first
such annual meeting held while such holders have special voting rights and
such quorum is present, and the holders of shares of Series A Preferred
Stock and each Other Series of Preferred Stock, voting as a class, shall be
entitled to elect the Special Director or Directors so provided for. If the
directors of the Corporation are then divided into classes under provisions
of the Amended and Restated Certificate of Incorporation of the Corporation
or the Bylaws, the Special Director or Directors shall belong to each class
of directors in which a vacancy is created as a result of such increase in
the authorized number of directors. If the foregoing expansion of the size
of the Board of Directors shall not be valid under applicable law, then the
holders of shares of Series A Preferred Stock and of each Other Series of
Preferred Stock, voting as a class, shall be entitled,at the meeting of
stockholders at which they would otherwise have voted, to elect a Special
Director or Directors to fill any then existing vacancies on the Board of
Directors, and shall additionally be entitled, at such meeting and each
subsequent meeting of stockholders at which directors are elected, to elect
all of the directors then being elected until by such class vote the
appropriate number of Special Directors has been so elected.
(iii) Upon the election at such meeting by the holders of shares of
Series A Preferred Stock and each Other Series of Preferred Stock, voting
as a class, of the Special Director or Directors they are entitled so to
elect, the persons so elected, together with such persons as may be
directors or as may have been elected as directors by the holders of all
shares (including Series A Preferred Stock) otherwise entitled to vote for
directors, shall constitute the duly elected directors of the Corporation.
Each Special Director so elected by holders of shares of Series A Preferred
Stock and each Other Series of Preferred Stock, voting as a class, shall
serve until the next annual meeting or until their respective successors
shall be elected and qualified, or if any such Special Director is a member
of a class of directors under provisions dividing the directors into
classes, each such Special Director shall serve until the annual meeting at
which the term of office of such Special Director's class shall expire or
until such Special Director's successor shall be elected and shall qualify,
and at each subsequent meeting of stockholders at which the directorship of
any Special Director is up for election, said special class voting rights
shall apply in the reelection of such Special Director or in the election
of such Special Director's successor; provided, however, that whenever the
holders of shares of Series A Preferred Stock and each Other Series of
Preferred Stock shall be divested of the special rights to elect one or
more Special Directors as above provided, the terms of office of all
persons elected as Special Directors, or elected to fill any vacancies
resulting from the death, resignation, or removal of Special Directors
shall forthwith terminate (and the number of directors shall be reduced
accordingly).
(iv) If, at any time after a special meeting of stockholders or an
annual meeting of stockholders at which the holders of shares of Series A
Preferred Stock and each Other Series of Preferred Stock, voting as a
class, have elected one or more Special Directors as provided above, and
while the holders of shares of Series A Preferred Stock and each Other
Series of Preferred Stock shall be entitled so to elect one or more Special
Directors, the number of Special Directors
<PAGE>
who have been so elected (or who by reason of one or more resignations,
deaths or removals have succeeded any Special Directors so elected) shall
by reason of resignation, death or removal be reduced the vacancy in the
Special Directors may be filled by any one or more remaining Special
Director or Special Directors. In the event that such election shall not
occur within 30 days after such vacancy arises, or in the event that there
shall not be incumbent at least one Special Director, the President or the
Secretary of the Corporation may, and upon the written request of the
holders of record of 10% or more in number of the shares of Series A
Preferred Stock and each Other Series of Preferred Stock then outstanding
addressed to the Secretary at the principal office of the Corporation
shall, call a special meeting of the holders of shares of Series A
Preferred Stock and each Other Series of Preferred Stock so entitled to
vote, for an election to fill such vacancy or vacancies, to be held within
60 days after such call and at the place and upon the notice provided by
law and in the Bylaws for the holding of meetings of stockholders;
provided, however, that the President or the Secretary shall not be
required to call such special meeting in the case of any such request
received less than 90 days before the date fixed for any annual meeting of
stockholders, and if in such case such special meeting is not called, the
holders of shares of Preferred Stock so entitled to vote shall be entitled
to fill such vacancy or vacancies at such annual meeting. If any such
special meeting required to be called as above provided shall not be called
by the President or the Secretary within 30 days after receipt of any such
request, then the holders of record of 10% or more in number of the shares
of Series A Preferred Stock and each Other Series of Preferred Stock then
outstanding may designate in writing one of their number to call such
meeting, and the person so designated may, at the expense of the
Corporation, call such meeting to be held at the place and upon the notice
above provided, and for that purpose shall have access to the stock books
of the Corporation; no such special meeting and no adjournment thereof
shall be held on a date later than 60 days before the annual meeting of
stockholders.
(d) Nothing herein shall prevent the directors or stockholders from
taking any action to increase the number of authorized shares of Series A
Preferred Stock, or increasing the number of authorized shares of Preferred
Stock of the same class as the Series A Preferred Stock or the number of
authorized shares of Common Stock, or changing the par value of the Common Stock
or Preferred Stock, or issuing options, warrants or rights to any class of stock
of the Corporation as authorized by the Amended and Restated Certificate of
Incorporation of the Corporation, as it may hereafter be amended.
(e) Except as set forth herein, holders of shares of Series A Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote as set forth in the
Amended and Restated Certificate of Incorporation of the Corporation or herein
or by law) for taking any corporate action.
Section 4. Certain Restrictions.
(a) Whenever any dividends or other distributions payable on the Series
A Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series A Preferred Stock outstanding shall have been paid
in full, the Corporation shall not, directly or indirectly:
<PAGE>
(i) declare or pay dividends on, or make any other
distributions with respect to, any shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock;
(ii) declare or pay dividends on, or make any other
distributions with respect to, any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except dividends paid ratably on
shares of the Series A Preferred Stock and all such parity stock on
which dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such junior stock
in exchange for shares of any stock of the Corporation ranking junior
(either as to dividends or upon dissolution, liquidation or winding up)
to the Series A Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock, or any shares of stock ranking on a
parity with the Series A Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes.
(b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration, directly or indirectly, any
shares of stock of the Corporation unless the Corporation could, under paragraph
(a) of this Section 4, purchase or otherwise acquire such shares at such time
and in such manner.
Section 5. Reacquired Shares.
Any shares of Series A Preferred Stock purchased or otherwise acquired
by the Corporation in any manner whatsoever shall be retired and canceled
promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of preferred stock, without
designation as to series, and may be reissued as part of any series of preferred
stock created by resolution or resolutions of the Board of Directors (including
Series A Preferred Stock), subject to the conditions and restrictions on
issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up.
Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made to:
<PAGE>
(a) the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received the greater of (i) $1.00 per share ($.001
per one one-thousandth of a share), plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, or (ii) an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 1000 times the aggregate amount
to be distributed per share to holders of shares of Common Stock (the
"Adjustment Number"); or
(b) the holders of shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the Series A Preferred
Stock and all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.
In the event that the Corporation shall at any time declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then and in each such event, the aggregate amount to
which the holder of each share of Series A Preferred Stock was entitled
immediately prior to such event under the proviso in clause (a) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event, and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc.
In the event that the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, or otherwise changed, then and in each such event, the shares of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 1000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event that the Corporation shall at any time declare or pay any dividend
on Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then and in each such event, the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A Preferred
Stock shall be adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event, and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
Section 8. Redemption.
The outstanding shares of Series A Preferred Stock may be redeemed at
the option of the Board of Directors, at a cash price per share equal to (i)
100% of the product of the Adjustment Number (as set forth in Section 6(a))
times the Average Market Value (as such term is hereinafter defined) of the
<PAGE>
Common Stock, plus (ii) all dividends which on the redemption date have accrued
on the shares to be redeemed and have not been paid or declared and a sum
sufficient for the payment thereof set apart, without interest; provided
however, that if and whenever any quarterly dividend shall have accrued on the
Series A that has not been paid or declared and a sum sufficient for the payment
thereof set apart, the Corporation may not purchase or otherwise acquire any
shares of Series A unless all shares of such stock at the time outstanding are
so purchased or otherwise acquired. The "Average Market Value" is the average of
the closing sale prices of a share of the Common Stock during the 30 day period
immediately preceding the date before the redemption date on the Composite Tape
for New York Stock Exchange Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or, if such stock is not
listed on such Exchange, on the principal United States securities exchange
registered on which such stock is listed, or, if such stock is not bid
quotations with respect to a share of Common Stock during such 30day period on
the National Association of Securities Dealers, Inc. Automated Quotations System
or any system then in use, or if no such quotations are available, the fair
market value of a share of the Common Stock as determined by the Board of
Directors in good faith.
Section 9. Rank.
Unless otherwise provided in the Amended and Restated Certificate of
Incorporation of the Corporation or a Certificate of Designations relating to a
subsequent series of preferred stock of the Corporation, the Series A Preferred
Stock shall rank junior to all other series of the Corporation's preferred stock
as to the payment of dividends and the distribution of assets on liquidation,
dissolution or winding up, and senior to the Common Stock of the Corporation.
Section 10. Amendment.
The Amended and Restated Certificate of Incorporation of the
Corporation shall not be amended in any manner that would materially and
adversely alter or change the powers, preferences or special rights of the
Series A Preferred Stock without the affirmative vote of the holders of at least
a majority of the outstanding shares of Series A Preferred Stock, voting
together as a single series.
Section 11. Fractional Shares.
Series A Preferred Stock may be issued in fractions of a share (in one
one-thousandths (1/1000) of a share and integral multiples thereof) that shall
entitle the holder thereof, in proportion to such holder's fractional shares,
to exercise voting rights, receive dividends, participate in distributions and
have the benefit of all other rights of holders of shares of Series A Preferred
Stock.
Exhibit 5.1
December 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 2,100,000
shares of the Company's Common Stock to be issued by the Company (the "Shares")
pursuant to the Company's 1996 Incentive Plan and 1998 Chief Executive Officer's
Plan (collectively, the "Plans"). 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 Plans, 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 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.
/s/ Deloitte & Touche LLP
McLean, Virginia
December 14, 1999
