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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. ____)1
DIGITAL INSIGHT CORPORATION
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
25385P 10 6
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(CUSIP Number)
JEFFREY W. HODGES
NFRONT, INC.
520 GUTHRIDGE COURT, NW
SUITE 100
NORCROSS, GA 30092
(770) 209-4460
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 21, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. [ ]
Note. Six copies of this statement, including exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1034 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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<TABLE>
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CUSIP No. 25385P 10 6 SCHEDULE 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
nFront, Inc. I.R.S. Identification No.: 58-2242756
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]1
(b) [ ]2
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]3
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Georgia
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NUMBER OF SHARES BENE- 7 SOLE VOTING POWER
FICIALLY OWNED BY EACH
REPORTING PERSON WITH N/A
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8 SHARED VOTING POWER
5,545,290 (1)
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9 SOLE DISPOSITIVE POWER
N/A
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,545,290 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]4
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILING OUT!
(1) 5,545,290 shares of Digital Insight Corporation ("Digital Insight") Common
Stock are subject to Stockholder Agreements entered into by nFront and certain
stockholders of Digital Insight (discussed in Items 3 and 4 below). nFront
expressly disclaims beneficial ownership of any of the shares of Digital Insight
Common Stock covered by the Stockholder Agreements. Based on the number of
shares of Digital Insight Common Stock outstanding as of November 1, 1999 (as
represented by Digital Insight in the Merger Agreement discussed in Items 3 and
4), the number of shares of Digital Insight Common Stock indicated represents
approximately 38% of the outstanding Digital Insight Common Stock.
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SCHEDULE 13D Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to
the Common Stock, $.001 par value per share, ("Common Stock") of Digital Insight
Corporation, a Delaware Corporation ("Digital Insight or "Issuer"). The
principal executive offices of Digital Insight are located at 26025 Mureau Road,
Calabasas, California 91302.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the corporation filing this Statement is nFront,
Inc., a Georgia corporation ("nFront"). nFront provides a comprehensive,
outsourced solution that enables small to mid-sized banks to offer their retail
and commercial customers banking and financial services through the Internet.
The address of nFront's principal business is 520 Guthridge Court, NW, Suite
100, Norcross, Georgia 30092. The address of nFront's executive offices is the
same as the address of its principal business.
Set forth on Schedule A is the name of each of the directors
and executive officers of nFront, and their present principal occupation or
employment, including the name, principal business and address of any
corporation or other organization in which such employment is conducted, as of
the date hereof to nFront's knowledge.
Neither nFront, nor to nFront's knowledge, any person named on
Schedule A hereto is required to disclose legal proceedings pursuant to Items
2(d) or 2(e). To nFront's knowledge, except as set forth on Schedule A, each of
the individuals identified is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger and Reorganization
dated as of November 21, 1999 ("the Merger Agreement"), among Digital Insight,
Black Transitory Corporation, a Delaware corporation and wholly-owned subsidiary
of Digital Insight ("Merger Sub") and nFront, and subject to the conditions set
forth therein (including approval by shareholders of nFront and stockholders of
Digital Insight), Merger Sub will merge with and into nFront and nFront will
become a wholly-owned subsidiary of Digital Insight (such events constituting
the "Merger"). Once the Merger is consummated, Merger Sub will cease to exist as
a corporation and all of the business, assets, liabilities and obligations of
Merger Sub will be merged into nFront with nFront remaining as the surviving
corporation (the "Surviving Corporation").
As an inducement for nFront to enter into the Merger Agreement
and in consideration thereof, certain stockholders of Digital Insight (the
"Stockholders") entered into individual stockholder agreements with nFront
(collectively, the "Stockholder Agreements") whereby each stockholder agreed,
severally and not jointly, to vote 73.2% of the shares of Digital Insight Common
Stock beneficially owned by him in favor of approval and adoption of the Merger
Agreement and approval of the Merger and certain related matters. nFront did not
pay additional consideration to any Stockholder in connection with the execution
and delivery of the Stockholder Agreements.
References to, and descriptions of, the Merger, the Merger
Agreement and the Stockholder Agreements as set forth herein are qualified in
their entirety by reference to the copies of the Merger Agreement and the
Stockholder Agreements, respectively, included as Exhibits to the Form 8-K filed
by nFront on November 24, 1999.
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SCHEDULE 13D Page 4 of 6 Pages
ITEM 4. PURPOSE OF TRANSACTION.
(a) Other than as a result of the Merger described in Item 3
above, not applicable.
(b) As described in Item 3 above, this Statement related to
the Merger of Merger Sub, a wholly-owned subsidiary of Digital Insight, with and
into nFront in a statutory merger pursuant to the applicable provisions of
Georgia law and Delaware law. At the effective time of the Merger, the separate
existence of Merger Sub will cease and nFront will continue as the Surviving
Corporation and as a wholly-owned subsidiary of Digital Insight. Each holder of
outstanding nFront Common Stock will receive, in exchange for each share of
nFront Common Stock held by such holder, 0.579 shares of Digital Insight Common
Stock. Digital Insight will assume each outstanding option to purchase nFront
Common Stock under nFront's stock option plans.
Pursuant to the Stockholder Agreements, the Stockholders have
irrevocably appointed nFront as their lawful attorney and proxy. Such proxy
gives nFront the limited right to vote each of the 5,545,290 shares (including
options exercisable within 60 days of November 21, 1999), which constitutes
73.2% of the 7,575,533 shares of Digital Insight Common Stock beneficially owned
by the Stockholders, in all matters related to the Merger. In exercising its
right to vote the shares as lawful attorney and proxy of the Stockholders,
nFront (or any nominee of nFront) will be limited, at every Digital Insight
stockholders meeting and every written consent in lieu of such a meeting, to
vote the shares in favor of approval and adoption of the Merger Agreement, in
favor of approval of the Merger and in favor of each matter that could
reasonably be expected to facilitate the Merger. The Stockholders may vote the
shares on all other matters. The Stockholder Agreements terminate upon the
earlier to occur of (i) such date and time as the Merger shall become effective
in accordance with the terms and provisions of the Merger Agreement, or (ii)
such date and time as the Merger Agreement shall have been terminated pursuant
to Article VII thereof.
The purpose of the transactions under the Stockholder
Agreements are to enable nFront and Digital Insight to consummate the
transactions contemplated under the Merger Agreement.
(c) Not applicable.
(d) It is anticipated that upon consummation of the Merger,
two of nFront's directors will be appointed as directors of Digital Insight.
After such appointments the number of Digital Insight directors will be seven.
(e) Other than as a result of the Merger described in Item 3
above, not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Other than described above, nFront currently has no plans
or proposals which relate to, or may result in, any of the matters listed in
Items 4(a) - (j) of Schedule 13D (although nFront reserves the right to develop
such plans).
References to, and descriptions of, the Merger Agreement and
the Stockholder Agreements as set forth above in this Item 4 are qualified in
their entirety by reference to the copies of the Merger Agreement and the
Stockholder Agreements, respectively, included as Exhibits to the Form 8-K filed
by nFront on November 24, 1999.
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SCHEDULE 13D Page 5 of 6 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) As a result of the Stockholder Agreements, nFront
may be deemed to be the beneficial owner of at least 5,545,290 shares of Digital
Insight Common Stock. Such Digital Insight Common Stock constitutes
approximately 38% of the issued and outstanding shares of Digital Insight Common
Stock based on the number of shares of Digital Insight Common Stock outstanding
as of November 1, 1999 (as represented by Digital Insight in the Merger
Agreement discussed in Items 3 and 4). nFront may be deemed to have the shared
power to vote the shares with respect to those matters described above. However,
nFront (i) is not entitled to any rights as a shareholder of Digital Insight as
to the shares and (ii) disclaims any beneficial ownership of the shares of
Digital Insight Common Stock which are covered by the Stockholder Agreements.
To nFront's knowledge, no person listed on Schedule A has an
ownership interest in Digital Insight.
Set forth on Schedule B are the names of those stockholders of
Digital Insight that have entered into a Stockholder Agreement with nFront, and
their present principal occupation or employment, including their name,
principal business and address of any corporation or other organization in which
such employment is conducted, to nFront's knowledge.
(c) To nFront's knowledge, no transactions in the class of
securities reported have been effected during the past sixty days by any person
named pursuant to Item 2.
(d) To nFront's knowledge, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities of nFront reported on herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the exhibits thereto,
including the Stockholder Agreements and the Shareholder Agreements, to the
knowledge of nFront, there are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 and between such persons and any
person with respect to any securities of nFront, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangement, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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SCHEDULE 13D Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
December 2, 1999 nFront, Inc.
By: /s/ Brady L. Rackley III
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Brady L. "Tripp" Rackley III
Chairman of the Board of Directors
and Chief Executive Officer
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SCHEDULE A
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
nFront. Except as indicated below, the business address of each such person is
520 Guthridge Court, NW, Suite 100, Norcross, Georgia 30092.
<TABLE>
<CAPTION>
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NAME AND TITLE PRESENT PRINCIPAL OCCUPATION
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Brady L. "Tripp" Rackley III Chief Executive Officer and Chairman of the Board of nFront
Chairman of the Board of Directors
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Robert L. Campbell President, Chief Operating Officer and Director of nFront
President, Chief Operating Office and Director
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Jeffrey W. Hodges Chief Financial Officer and Secretary of nFront
Chief Financial Officer and Secretary
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Brady L. Rackley Chairman, President and Chief Executive Officer, LeapFrog
Director Technologies, Inc.
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Thomas E. Greene III Chairman, Liberty Street Capital Corporation
Director
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Charles D. Moseley, Jr. Member, MKFJ-IV, LLC, the general partner of Noro-Moseley
Director Partners IV, L.P.
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William H. Scott III President, ITC Holding Co.
Director
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James A. Verbrugge Professor of Finance and Chairman of the Department of Banking
Director and Finance, University of Georgia
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Vincent R. Brennan Senior Vice President - Sales of nFront
Senior Vice President - Sales
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Steven S. Neel Senior Vice President - Operations of nFront
Senior Vice President - Operations
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</TABLE>
SCHEDULE B
The following table sets forth the name of each Digital Insight
stockholder that entered into a stockholder agreement with nFront and the number
of shares of Digital Insight Common Stock owned by each such stockholder. Except
as indicated below, the business address of each such person is 26025 Mureau
Road, Calabasas, California 91302.
<TABLE>
<CAPTION>
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STOCKHOLDER AGREEMENT STOCKHOLDER SHARES BENEFICIALLY OWNED
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John Dorman 155,000
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Nassir J. Kazeminy and affiliated entities 1,986,413
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HarbourVest Partners V - Direct Fund, L.P. 1,542,250
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Paul Fiore 757,000
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Daniel Jacoby 759,217
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Menlo Ventures and affiliated entities 2,375,653
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TOTAL 7,575,533
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</TABLE>
