SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 28, 1999
InteliData Technologies Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 000-21685 54-1820617
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
11600 Sunrise Valley Drive
Suite 100
Reston, Virginia 20191
(Address of principal executive offices)
(703) 259-3000
(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS.
InteliData Technologies Corporation, a Delaware corporation
("InteliData"), is filing the attached August 31, 1999 unaudited balance sheet,
with pro forma adjustments reflecting significant events and transactions
occurring on or before September 28, 1999, solely at the request of the Nasdaq
Listing Qualifications Panel (the "Panel").
The Panel has determined to continue the listing of InteliData's
securities on the Nasdaq National Market, provided that, on or before September
30, 1999, InteliData makes this public filing with the Securities and Exchange
Commission (the "SEC") and Nasdaq evidencing that InteliData has net tangible
assets of at least $4,000,000, and attaches the aforementioned August 31, 1999
unaudited balance sheet. In addition, on or before November 1, 1999, InteliData
must make a public filing with the SEC and Nasdaq evidencing net tangible assets
of at least $7,000,000, and such filing must contain InteliData's September 30,
1999 unaudited balance sheet, with pro forma adjustments reflecting significant
events and transactions occurring on or before such filing date.
As previously reported, on July 22, 1999, the Company closed a private
placement of 600 shares of 4% Convertible Preferred Stock (Series B), $.001
value per share, for an aggregate purchase price of $6.0 million with net
proceeds to the Company of $5.67 million.
Pursuant to an agreement entered into concurrently with the sale of its
Series B Convertible Preferred Stock, upon satisfaction of certain conditions,
InteliData may raise approximately an additional $4,000,000 through the sale of
Series C Convertible Preferred Stock, which stock will have substantially
similar terms to InteliData's Series B Convertible Preferred Stock, other than
the initial conversion price which will be tied to InteliData common stock
trading prices prior to the sale of the Series C Convertible Preferred Stock.
InteliData believes that due to this agreement or other factors, it will have
$7,000,000 of net tangible assets as of November 1, 1999. There can be no
assurance, however, that InteliData will satisfy the $7,000,000 net tangible
asset requirement or that, even if it does, Nasdaq will not delist InteliData's
common stock in the future.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Unaudited consolidated balance sheet as of August 31, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
InteliData Technologies Corporation
(Registrant)
By: /s/ Alfred S. Dominick, Jr.
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Alfred S. Dominick, Jr.
President and Chief Executive Officer
Date: September 28, 1999
INTELIDATA TECHNOLOGIES CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
AUGUST 31, 1999
(in thousands, except share data)
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<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 11,051
Accounts receivable, net of allowances of $870 in 1999 2,368
Prepaid expenses and other current assets 20
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Total current assets 13,439
NONCURRENT ASSETS
Property and equipment, net 141
Other assets 175
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TOTAL ASSETS $ 13,755
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,868
Accrued expenses and other liabilities 962
Deferred revenues 2,342
Net liabilities of discontinued operations 2,585
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Total current liabilities 7,757
NONCURRENT LIABILITIES
Deferred revenues -
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TOTAL LIABILITIES 7,757
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; authorized 5,000,000 shares;
600 shares issued and outstanding (1) 1
Common stock, $0.001 par value; authorized 60,000,000 shares; issued
33,690,698 shares in 1999; outstanding 33,009,198 shares in 1999 34
Additional paid-in capital 256,678
Treasury stock, at cost (2,064)
Deferred compensation (128)
Accumulated deficit (248,523)
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TOTAL STOCKHOLDERS' EQUITY 5,998
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,755
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INTELIDATA TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED BALANCE SHEET
ENDED AUGUST 31, 1999
(Unaudited)
(1) Subsequent Events
Subsequent to August 31, 1999, 80 shares of preferred stock were
converted into 434,348 shares of common stock including dividends. The
preferred shares accrue dividends at 4% annually and are convertible
based on an aggregate conversion value of $6,000,000.
(2) Basis of Presentation
The condensed consolidated balance sheet of InteliData Technologies
Corporation as of August 31, 1999 presented in this 8-K is unaudited.
In the opinion of management, all adjustments necessary for a fair
presentation of such balance sheet have been included. Such adjustments
consist only of normal recurring items.
