As filed with the Securities and Exchange Commission on August 17, 2000
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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
(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
Bank of America Plaza
Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
(404) 888-4000
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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> per share<F2> offering price registration fee
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 1,000,000 shares $5.71 $ 5,710,000 $1,508
Preferred Share Purchase 1,000,000 shares N/A N/A N/A
Rights
================================================================================================================
<FN>
<F1> This Registration Statement covers 1,000,000 additional shares of
common stock issuable under the registrant's 1996 Incentive Plan
(the "Plan") by virtue of an amendment to the Plan increasing the
number of shares issuable under the Plan from 2,400,000 to
3,400,000.
<F2> Calculated pursuant to Rule 457(c) on the basis of $5.71 per
share, which was the average of the high and low prices of the
Common Stock as quoted on the Nasdaq National Market on August 10,
2000.
</FN>
</TABLE>
<PAGE>
INCORPORATION BY REFERENCE
Pursuant to General Instruction E on Form S-8 regarding the registration of
additional securities, InteliData Technologies Corporation (the "Company") is
hereby registering additional shares of Common Stock in the number set forth on
the cover page of this Registration Statement. Such shares are of the same class
as other securities of the Company for which previous registration statements
have been filed with the Securities and Exchange Commission (the "Commission")
relating to the Plan, and such registration statements, as listed below, are
incorporated by reference herein:
Registration Statement on Form S-8 (Registration No. 333-16115) filed on
November 14, 1996.
Registration Statement on Form S-8 (Registration No. 333-93227) filed on
December 21, 1999.
ADDITIONAL INFORMATION
On April 6, 2000, the Board of Directors of the Company approved an amendment to
the Plan increasing the number of shares of Common Stock reserved for issuance
under the Plan by 1,000,000 to 3,400,000 and increasing the maximum aggregate
number of shares that may be issued under the Plan as Stock Awards by 250,000 to
500,000. On May 24, 2000, approval for such amendment was obtained by the
stockholders of the Company. Due to prior grants of stock options and stock
awards, as of the date of this Registration Statement 886,393 shares remain
available for issuance under the Plan.
Item 8. Exhibits.
Exhibit No.
-----------
5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered (filed herewith).
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 April 24, 2000).
<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 August 16, 2000.
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.
Signature Title Date
/s/ Alfred S. Dominick, Jr. President, Chief Executive August 16, 2000
--------------------------- Officer, Acting Chief
Alfred S. Dominick, Jr. Financial Officer and Director
(Principal Executive and
Financial Officer)
/s/ William F. Gorog Chairman of the Board and Director August 16, 2000
--------------------
William F. Gorog
/s/ Steven P. Mullins Vice President, Finance August 16, 2000
--------------------- (Principal Accounting Officer)
Steven P. Mullins
/s/ Patrick F. Graham Director August 16, 2000
---------------------
Patrick F. Graham
/s/ John J. McDonnell, Jr. Director August 16, 2000
--------------------------
John J. McDonnell, Jr.
/s/ L. William Seidman Director August 16, 2000
----------------------
L. William Seidman
/s/ Norman J. Tice Director August 16, 2000
------------------
Norman J. Tice
<PAGE>
EXHIBIT INDEX
Exhibit No.
-----------
5.1 Opinion of Hunton & Williams as to the legality of the securities
being registered (filed herewith).
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 April 24, 2000).
