<PAGE>
As filed with the Securities and Exchange Commission on February 22, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
DIGITAL INSIGHT
(Exact name of Registrant as specified in its charter)
______________________
Delaware nFront, Inc., Stock Incentive Plan 77-0493142
nFront, Inc., Director Stock Option Plan
(State of (I.R.S. Employer
incorporation) Identification Number)
26025 Mureau Road
Calabasas, CA 91302
(Address, including zip code, of Registrant's principal executive offices)
______________________
Kevin McDonnell
Senior Vice President,
Chief Financial
Officer and Secretary
DIGITAL INSIGHT
CORPORATION
26025 Mureau Road
Calabasas, CA 91302
(818) 871-0000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________________
Copies to:
STEVEN E. BOCHNER,
ESQ.
Wilson Sonsini
Goodrich & Rosati
Professional
Corporation
650 Page Mill Road
Palo Alto,
California 94304
(650) 493-9300
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Proposed
Amount to be Maximum Offering Maximum Aggregate Amount of
Title of Securities to be Registered Registered(1) Price Per Share Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock of the Company to be issued upon
exercise of options granted under the............
nFront, Inc., Stock Incentive Plan............... 598,289 shares $ 1.16(2) $694,015 $183.22
nFront, Inc., Director Stock Option Plan......... 2,316 shares $ 1.16(2) $ 2,686 $ 0.71
Total......................................... 600,605 shares $696,701 $183.93
===================================================================================================================================
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into two subtotals.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $1.16 per share for outstanding options to purchase a
total of 600,605 shares of Common Stock.
<PAGE>
DIGITAL INSIGHT CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Digital Insight Corporation (the "Company" or "Registrant")
hereby incorporates by reference in this Registration Statement the contents of
the Company's earlier Registration Statement on Form S-8 (File #333-90053). In
addition, there are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed by the
Registrant with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Prospectus dated September 30, 1999 as filed by the
Registrant pursuant to Rule 424(b) promulgated under the Securities Act of 1933,
as amended (the "Securities Act").
(b) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on September 27, 1999
pursuant to Section 12(g) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
(c) The Registrant's Form 10-Q for the period ended September 30, 1999
as filed on November 12, 1999 pursuant to Section 13 of the Exchange Act.
(d) The Registrant's Registration Statement on Form S-4 as filed January
10, 2000 pursuant to the Securities Act.
(e) The Registrant's Current Report on Form 8-K, filed with the
Commission on November 24, 1999.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Section 145 of the
Delaware General Corporation law authorizes a court to award, or a corporation's
Board of Directors to grant, indemnification to directors and officers in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933. The Company's Bylaws provide for the mandatory
indemnification of its directors, officers, employees and other agents to the
II-1
<PAGE>
maximum extent permitted by Delaware General Corporation Law, and the Company
has entered into agreements with its officers, directors and certain key
employees implementing such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS
Exhibit
Number Document
- ------ --------
4.1 nFront, Inc., Stock Incentive Plan
4.2 nFront, Inc., Director Stock Option Plan
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
ITEM 9 UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the Delaware General
II-2
<PAGE>
Corporation Law, the Certificate of Incorporation of the Company, the Bylaws of
the Company, indemnification agreements entered into between the Company and its
officers and directors or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company in successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered hereunder,
the Company 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Digital Insight Corporation, 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 the City of Calabasas, State of California, on
this 22nd day of February, 2000.
DIGITAL INSIGHT CORPORATION
/s/ Kevin McDonnell
By: ________________________________________
Kevin McDonnell, Senior Vice President,
Chief Financial Officer and Secretary
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, John Dorman and
Kevin McDonnell, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------------------- -------------------------------------- -------------------------
<S> <C> <C>
/s/ John Dorman President, Chief Executive Officer and February 22, 2000
_________________________________________________
John Dorman Chairman of the Board
/s/ Kevin McDonnell Senior Vice President, Chief Financial February 22, 2000
_________________________________________________
Kevin McDonnell Officer and Secretary
/s/ Paul Fiore
_________________________________________________ Director February 22, 2000
Paul Fiore
/s/ John Jarve Director February 22, 2000
_________________________________________________
John Jarve
/s/ James McGuire
_________________________________________________ Director February 22, 2000
James McGuire
/s/ Robert North
_________________________________________________ Director February 22, 2000
Robert North
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------------- -----------------------------------------------------------------
4.1 nFront, Inc., Stock Incentive Plan
4.2 nFront, Inc., Director Stock Option Plan
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
<PAGE>
Exhibit 4.1
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nFRONT, INC.
STOCK INCENTIVE PLAN
Section 1.
Purpose
The purpose of this Plan is to promote the interests of the Company by
providing the opportunity to purchase Shares or to receive compensation which is
based upon appreciation in the value of Shares to Employees and Key Persons in
order to attract and retain Employees and Key Persons by providing an incentive
to work to increase the value of Shares and a stake in the future of the Company
which corresponds to the stake of each of the Company's shareholders. The Plan
provides for the grant of Incentive Stock Options, Non-Qualified Stock Options,
Restricted Stock Awards and Stock Appreciation Rights to aid the Company in
obtaining these goals.
Section 2.
Definitions
Each term set forth in this Section shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular, and reference to one gender shall include the other gender.
2.1 Board means the Board of Directors of the Company.
2.2 Code means the Internal Revenue Code of 1986, as amended.
2.3 Committee means the Compensation Committee of the Board.
2.4 Common Stock means the no par value common stock of the Company.
2.5 Company means nFront, Inc., a Georgia corporation, and any successor
to such organization.
2.6 Employee means an employee of the Company, a Subsidiary or a Parent.
2.7 Exchange Act means the Securities Exchange Act of 1934, as amended.
2.8 Exercise Price means the price which shall be paid to purchase one
(1) Share upon the exercise of an Option granted under this Plan.
2.9 Fair Market Value means the price at which the Committee, acting in
good faith, determines through any reasonable valuation method that a Share
might change hands between a willing buyer and a willing seller, neither being
under any compulsion to buy or to sell and both having reasonable knowledge of
the relevant facts.
2.10 ISO means an option granted under this Plan to purchase Shares which
is intended by the Company to satisfy the requirements of Code Section 422 as an
incentive stock option.
<PAGE>
2.11 Key Person means (i) a member of the Board who is not an Employee,
(ii) a consultant, distributor or other person who has rendered valuable
services to the Company, a Subsidiary or a Parent, (iii) a person who has
incurred, or is willing to incur, financial risk in the form of guaranteeing or
acting as co-obligor with respect to debts or other obligations of the Company,
or (iv) a person who has extended credit to the Company. Key Persons are not
limited to individuals and, subject to the preceding definition, may include
corporations, partnerships, associations and other entities.
2.12 Non-ISO means an option granted under this Plan to purchase Shares
which is not intended by the Company to satisfy the requirements of Code Section
422.
2.13 Option means an ISO or a Non-ISO.
2.14 Parent means any corporation which is a parent of the Company (within
the meaning of Code Section 424).
2.15 Participant means an individual who receives a Stock Incentive
hereunder.
2.16 Plan means the nFront, Inc. Stock Incentive Plan, as amended from
time to time.
2.17 Share means a share of the Common Stock of the Company.
2.18 Stock Incentive means an ISO, a Non-ISO, a Restricted Stock Award or
a Stock Appreciation Right.
2.19 Stock Incentive Agreement means an agreement between the Company and
a Participant evidencing an award of a Stock Incentive.
2.20 Subsidiary means any corporation which is a subsidiary of the Company
(within the meaning of Code Section 424(f)).
2.21 Surrendered Shares means the Shares described in Section 8.2 which
(in lieu of being purchased) are surrendered for cash or Shares, or for a
combination of cash and Shares, in accordance with Section 8.
2.22 Ten Percent Shareholder means a person who owns (after taking into
account the attribution rules of Code Section 424(d)) more than ten percent
(10%) of the total combined voting power of all classes of shares of either the
Company, a Subsidiary or a Parent.
Section 3.
Shares Subject To Stock Incentives
The total number of Shares that may be issued pursuant to Stock Incentives
under this Plan is set forth in the minutes of the Shareholders Meeting at
which the Plan was adopted and may be increased subject to Shareholder approval
and adjusted pursuant to Section 11. Such Shares shall be reserved, to the
extent that the Company deems appropriate, from authorized but unissued Shares,
and from Shares which have been reacquired by the Company. Furthermore, any
Shares subject to a Stock Incentive which remain after the cancellation,
expiration or exchange of such Stock Incentive thereafter shall again become
available for use under this Plan, but any Surrendered Shares which remain after
the surrender of an ISO or a Non-ISO under Section 8 shall not again become
available for use under this Plan.
2
<PAGE>
Section 4.
Effective Date
The effective date of this Plan shall be the date it is adopted by the
Board, provided the shareholders of the Company approve this Plan within twelve
(12) months after such effective date. If such effective date comes before such
shareholder approval, any Stock Incentives granted under this Plan before the
date of such approval automatically shall be granted subject to such approval.
Section 5.
Administration
This Plan shall be administered by the Board. The Board, acting in its
absolute discretion, shall exercise such powers and take such action as
expressly called for under this Plan. The Board shall have the power to
interpret this Plan and, subject to Section 13 to take such other action in the
administration and operation of the Plan as it deems equitable under the
circumstances. The Board's actions shall be binding on the Company, on each
affected Employee or Key Person, and on each other person directly or indirectly
affected by such actions.
The Board may delegate its authority under the Plan, in whole or in part,
to a Committee appointed by the Board consisting of not less than two (2)
directors The Committee (if appointed) shall act according to the policies and
procedures set forth in the Plan and to those policies and procedures
established by the Board, and the Committee shall have such powers and
responsibilities as are set forth by the Board. Reference to the Board in this
Plan shall specifically include reference to the Committee where the Board has
delegated it authority to the Committee, and any action by the Committee
pursuant to a delegation of authority by the Board shall be deemed an action by
the Board under the Plan. Notwithstanding the above, the Board may assume the
powers and responsibilities granted to the Committee at any time, in whole or in
part.
Section 6.
Eligibility
Except as provided below, only Employees shall be eligible for the grant of
Stock Incentives under this Plan, but no Employee shall have the right to be
granted a Stock Incentive under this Plan merely as a result of his or her
status as an Employee. Key Persons may be eligible, subject to written approval
by the Board, for the grant of Stock Incentives under this Plan, but only if the
Key Person has provided valuable services to the Company, a Subsidiary or a
Parent, and only if the Stock Incentive is not an ISO.
Section 7.
Terms Of Stock Incentives
7.1 Terms and Conditions of All Stock Incentives.
(a) The Committee, in its absolute discretion, shall grant Stock
Incentives under this Plan from time to time and shall have the right to grant
new Stock Incentives in exchange for outstanding Stock Incentives. Stock
Incentives shall be granted to Employees or Key Persons selected by the
Committee, and the Committee shall be under no obligation whatsoever to grant
Stock Incentives to all Employees or Key Persons, or to grant all Stock
Incentives subject to the same terms and conditions. Each grant of a Stock
Incentive shall be evidenced by a Stock Incentive Agreement:
3
<PAGE>
(b) The number of Shares as to which a Stock Incentive shall be
granted shall be determined by the Committee in its sole discretion, subject to
the provisions of Section 3 as to the total number of shares available for
grants under the Plan.
(c) Each Stock Incentive shall be evidenced by a Stock Incentive
Agreement executed by the Company and the Participant, which shall be in such
form and contain such terms and conditions as the Committee in its discretion
may, subject to the provisions of the Plan, from time to time determine.
(d) The date a Stock Incentive is granted shall be the date on which
the Committee has approved the terms and conditions of the Stock Incentive
Agreement and has determined the recipient of the Stock Incentive and the number
of Shares covered by the Stock Incentive and has taken all such other action
necessary to complete the grant of the Stock Incentive.
7.2 Terms and Conditions of Options. Each grant of an Option shall be
evidenced by a Stock Incentive Agreement which shall:
(I) specify whether the Option is an ISO or Non-ISO; and
(II) incorporate such other terms and conditions as the Committee,
acting in its absolute discretion, deems consistent with the terms of this Plan,
including (without limitation) a restriction on the number of Shares subject to
the Option which first become exercisable or subject to surrender during any
calendar year.
In determining Employee(s) or Key Person(s) to whom an Option shall be
granted and the number of Shares to be covered by such Option, the Committee may
take into account the recommendations of the President of the Company and its
other officers, the duties of the Employee or Key Person, the present and
potential contributions of the Employee or Key Person to the success of the
Company, the anticipated number of years of service remaining before the
attainment by the Employee of retirement age, and other factors deemed relevant
by the Committee, in its sole discretion, in connection with accomplishing the
purpose of this Plan. An Employee or Key Person who has been granted an Option
to purchase Shares, whether under this Plan or otherwise, may be granted one or
more additional Options.
If the Committee grants an ISO and a Non-ISO to an Employee on the
same date, the right of the Employee to exercise or surrender one such Option
shall not be conditioned on his or her failure to exercise or surrender the
other such Option.
(a) Exercise Price. Subject to adjustment in accordance with
--------------
Section 11 and the other provisions of this Section, the Exercise Price shall be
as set forth in the applicable Stock Incentive Agreement. With respect to each
grant of an ISO to a Participant who is not a Ten Percent Shareholder, the
Exercise Price shall not be less than the Fair Market Value on the date the ISO
is granted. With respect to each grant of an ISO to a Participant who is a Ten
Percent Shareholder, a Ten Percent Shareholder shall not be less than one
hundred ten percent (110%) of the Fair Market Value on the date the ISO is
granted. If a Stock Incentive is a Non-ISO, the Exercise Price for each Share
shall be no less than the minimum price required by applicable state law, or by
the Company's governing instrument, or $0.01, whichever price is greater.
(b) Option Term. Each Option granted under this Plan shall be
-----------
exercisable in whole or in part at such time or times as set forth in the
related Stock Incentive Agreement, but no Stock Incentive Agreement shall:
4
<PAGE>
(i) make an Option exercisable before the date such Option is
granted; or
(ii) make an Option exercisable after the earlier of the:
(A) the date such Option is exercised in full, or
(B) the date which is the tenth (10th) anniversary of the
date such Option is granted, if such Option is a Non-ISO or an ISO granted to a
non-Ten Percent Shareholder, or the date which is the fifth (5th) anniversary of
the date such Option is granted, if such Option is an ISO granted to a Ten
Percent Shareholder.
A Stock Incentive Agreement may provide for the exercise of an Option
after the employment of an Employee has terminated for any reason whatsoever,
including death or disability.
(c) Payment. Payment for all shares of Stock purchased pursuant to
-------
exercise of an Option shall be made in cash or, if the Stock Incentive Agreement
provides, by delivery to the Company of a number of Shares which have been owned
by the holder for at least six (6) months prior to the date of exercise having
an aggregate Fair Market Value of not less than the product of the Exercise
Price multiplied by the number of Shares the Participant intends to purchase
upon exercise of the Option on the date of delivery. In addition, the Stock
Incentive Agreement may provide for cashless exercise through a brokerage
transaction following registration of the Company's equity securities under
Section 12 of the Securities Exchange Act of 1934. Except as provided in
subparagraph (f) below, payment shall be made at the time that the Option or any
part thereof is exercised, and no Shares shall be issued or delivered upon
exercise of an Option until full payment has been made by the Participant. The
holder of an Option, as such, shall have none of the rights of a stockholder.
Notwithstanding the above, and in the sole discretion of the
Committee, an Option may be exercised as to a portion or all (as determined by
the Committee) of the number of Shares specified in the Stock Incentive
Agreement by delivery to the Company of a promissory note, such promissory note
to be executed by the Participant and which shall include, with such other terms
and conditions as the Committee shall determine, provisions in a form approved
by the Committee under which: (i) the balance of the aggregate purchase price
shall be payable in equal installments over such period and shall bear interest
at such rate (which shall not be less than the prime bank loan rate as
determined by the Committee) as the Committee shall approve, and (ii) the
Participant shall be personally liable for payment of the unpaid principal
balance and all accrued but unpaid interest.
(d) Conditions to Exercise of an Option. Each Option granted under
-----------------------------------
the Plan shall be exercisable at such time or times, or upon the occurrence of
such event or events, and in such amounts, as the Committee shall specify in the
Stock Incentive Agreement; provided, however, that subsequent to the grant of an
Option, the Committee, at any time before complete termination of such Option,
may accelerate the time or times at which such Option may be exercised in whole
or in part.
(e) Special Provisions for Certain Substitute Options.
-------------------------------------------------
Notwithstanding anything to the contrary in this Section, any Option in
substitution for a stock option previously issued by another entity, which
substitution occurs in connection with a transaction to which Code Section
424(a) is applicable, may provide for an exercise price computed in accordance
with such Code Section and the regulations thereunder and may contain such other
terms and conditions as the Committee may prescribe to cause such substitute
Option to contain as nearly as possible the same terms and conditions (including
the applicable vesting and termination provisions) as those contained in the
previously issued stock option being replaced thereby.
5
<PAGE>
7.3 Terms and Conditions of Stock Appreciation Rights. A Stock
Appreciation Right may be granted in connection with all or any portion of a
previously or contemporaneously granted Option or not in connection with an
Option. A Stock Appreciation Right shall entitle the Participant to receive upon
exercise or payment the excess of: (I) the Fair Market Value of a specified
number of Shares at the time of exercise, over (II) a specified price which
shall be not less than the Exercise Price for that number of Shares in the case
of a Stock Appreciation Right granted in connection with a previously or
contemporaneously granted Option, or in the case of any other Stock Appreciation
Right not less than one hundred percent (100%) of the Fair Market Value of that
number of Shares at the time the Stock Appreciation Right was granted. A Stock
Appreciation Right granted in connection with an Option may only be exercised to
the extent that the related Option has not been exercised. The exercise of a
Stock Appreciation Right shall result in a pro rata surrender of the related
Option to the extent the Stock Appreciation Right has been exercised.
(a) Payment. Upon exercise or payment of a Stock Appreciation Right,
-------
the Company shall pay to the Participant the appreciation in cash or Shares (at
the aggregate Fair Market Value on the date of payment or exercise) as provided
in the Stock Incentive Agreement or, in the absence of such provision, as the
Committee may determine.
(b) Conditions to Exercise. Each Stock Appreciation Right granted
----------------------
under the Plan shall be exercisable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee shall
specify in the Stock Incentive Agreement; provided, however, that subsequent to
the grant of a Stock Appreciation Right, the Committee, at any time before
complete termination of such Stock Appreciation Right, may accelerate the time
or times at which such Stock Appreciation Right may be exercised in whole or in
part.
(c) Nontransferability of Stock Appreciation Right. A Stock
----------------------------------------------
Appreciation Right shall not be transferable or assignable except by will or by
the laws of descent and distribution and shall be exercisable, during the
Participant's lifetime, only by the Participant, or in the event of the
disability of the Participant, by the legal representative of the Participant.
7.4 Terms and Conditions of Restricted Stock Awards. Shares awarded
pursuant to Restricted Stock Awards shall be subject to restrictions for periods
determined by the Committee. The Committee shall have the power to permit, in
its discretion, an acceleration of the expiration of the applicable restriction
period with respect to any part or all of the Shares awarded to a Participant.
The Committee may require a cash payment from the Participant in an amount no
greater than the aggregate Fair Market Value of the Shares awarded determined at
the date of grant in exchange for the grant of a Restricted Stock Award or may
grant a Restricted Stock Award without the requirement of a cash payment.
Section 8.
Surrender Of Options
8.1 General Rule. The Committee, acting in its absolute discretion, may
incorporate a provision in a Stock Incentive Agreement to allow an Employee or
Key Person to surrender his or Option in whole or in part in lieu of the
exercise in whole or in part of that Option on any date that:
(a) the Fair Market Value of the Shares subject to such Option
exceeds Exercise Price for such Shares, and
(b) the Option to purchase such Shares is otherwise exercisable.
6
<PAGE>
8.2 Procedure. The surrender of an Option in whole or in part shall be
effected by the delivery of the Stock Incentive Agreement to the Committee,
together with a statement signed by the Participant which specifies the number
of Shares ("Surrendered Shares") as to which the Participant surrenders his or
her Option and how he or she desires payment be made for such Surrendered
Shares.
8.3 Payment. A Participant in exchange for his or her Surrendered Shares
shall receive a payment in cash or in Shares, or in a combination of cash and
Shares, equal in amount on the date such surrender is effected to the excess of
the Fair Market Value of the Surrendered Shares on such date over the Exercise
Price for the Surrendered Shares. The Committee, acting in its absolute
discretion, can approve or disapprove a Participant's request for payment in
whole or in part in cash and can make that payment in cash or in such
combination of cash and Shares as the Committee deems appropriate. A request for
payment only in Shares shall be approved and made in Shares to the extent
payment can be made in whole shares of Shares and (at the Committee's
discretion) in cash in lieu of any fractional Shares.
8.4 Restrictions. Any Stock Incentive Agreement which incorporates a
provision to allow a Participant to surrender his or her Option in whole or in
part also shall incorporate such additional restrictions on the exercise or
surrender of such Option as the Committee deems necessary to satisfy the
conditions to the exemption under Rule 16b-3 (or any successor exemption) to
Section 16(b) of the Exchange Act.
Section 9.
Securities Regulation
Each Stock Incentive Agreement may provide that, upon the receipt of Shares
as a result of the surrender or exercise of a Stock Incentive, the Participant
shall, if so requested by the Company, hold such Shares for investment and not
with a view of resale or distribution to the public and, if so requested by the
Company, shall deliver to the Company a written statement satisfactory to the
Company to that effect. Each Stock Incentive Agreement may also provide that,
if so requested by the Company, the Participant shall make a written
representation to the Company that he or she will not sell or offer to sell any
of such Shares unless a registration statement shall be in effect with respect
to such Shares under the Securities Act of 1933, as amended ("1933 Act"), and
any applicable state securities law or, unless he or she shall have furnished to
the Company an opinion, in form and substance satisfactory to the Company, of
legal counsel acceptable to the Company, that such registration is not required.
Certificates representing the Shares transferred upon the exercise or surrender
of a Stock Incentive granted under this Plan may at the discretion of the
Company bear a legend to the effect that such Shares have not been registered
under the 1933 Act or any applicable state securities law and that such Shares
may not be sold or offered for sale in the absence of an effective registration
statement as to such Shares under the 1933 Act and any applicable state
securities law or an opinion, in form and substance satisfactory to the Company,
of legal counsel acceptable to the Company, that such registration is not
required.
Section 10.
Life Of Plan
No Stock Incentive shall be granted under this Plan on or after the earlier
of:
(a) the tenth (10th) anniversary of the effective date of this Plan (as
determined under Section 4 of this Plan), in which event this Plan otherwise
thereafter shall continue in effect until all outstanding Stock Incentives have
been surrendered or exercised in full or no longer are exercisable, or
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<PAGE>
(b) the date on which all of the Shares reserved under Section 3 of this
Plan have (as a result of the surrender or exercise of Stock Incentives granted
under this Plan) been issued or no longer are available for use under this Plan,
in which event this Plan also shall terminate on such date.
Section 11.
Adjustment
The number of Shares reserved under Section 3 of this Plan, and the number
of Shares subject to Stock Incentives granted under this Plan, and the Exercise
Price of any Options, shall be adjusted by the Committee in an equitable manner
to reflect any change in the capitalization of the Company, including, but not
limited to, such changes as stock dividends or stock splits. Furthermore, the
Committee shall have the right to adjust (in a manner which satisfies the
requirements of Code Section 424(a)) the number of Shares reserved under Section
3, and the number of Shares subject to Stock Incentives granted under this Plan,
and the Exercise Price of any Options in the event of any corporate transaction
described in Code Section 424(a) which provides for the substitution or
assumption of such Stock Incentives. If any adjustment under this Section
creates a fractional Share or a right to acquire a fractional Share, such
fractional Share shall be disregarded, and the number of Shares reserved under
this Plan and the number subject to any Stock Incentives granted under this Plan
shall be the next lower number of Shares, rounding all fractions downward. An
adjustment made under this Section by the Committee shall be conclusive and
binding on all affected persons and, further, shall not constitute an increase
in the number of Shares reserved under Section 3.
Section 12.
Sale Or Merger Of The Company
If the Company (i) agrees to sell or transfer eighty percent (80%) or more
of the total value all of its assets and assign its customer agreements for cash
or property, or for a combination of cash and property, or (ii) agrees to any
merger, consolidation, reorganization, division or other transaction in which
eighty percent (80%) or more of the issued and outstanding Shares are converted
into another security or into the right to receive securities or property and
such agreement does not provide for the assumption or substitution of the Stock
Incentives granted under this Plan, each Stock Incentive at the direction and
discretion of the Committee, or as is otherwise provided in the Stock Incentive
Agreements, may be canceled unilaterally by the Company in exchange for the
whole Shares (or, subject to satisfying the conditions to the exemption under
Rule 16b-3 or any successor exemption to Section 16(b) of the Exchange Act, for
the whole Shares and the cash in lieu of a fractional Share) which each
Participant otherwise would receive if he or she had the right to surrender or
exercise his or her outstanding Stock Incentive in full and he or she exercised
that right exclusively for Shares on a date fixed by the Committee which comes
before such sale or other corporate transaction.
Section 13.
Amendment Or Termination
This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, no such amendment
shall be made absent the approval of the shareholders of the Company: (a) to
increase the number of Shares reserved under Section 3, except as set forth in
Section 11, (b) to extend the maximum life of the Plan under Section 10 or the
maximum exercise period under Section 7, (c) to decrease the minimum Exercise
Price under Section 7, or (d) to change the designation of Employees or Key
Persons eligible for Stock Incentives under Section 6. The Board also may
suspend the granting of Stock Incentives under this Plan at any time and may
terminate this Plan at any time; provided, however, the Company shall not have
the right to modify, amend or cancel any Stock Incentive granted before such
suspension or termination unless: (I) the Participant consents in writing to
such
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<PAGE>
modification, amendment or cancellation, or (II) there is a dissolution or
liquidation of the Company or a transaction described in Section 11 or Section
12.
Section 14.
Miscellaneous
14.1 Shareholder Rights. No Participant shall have any rights as a
shareholder of the Company as a result of the grant of a Stock Incentive to him
or to her under this Plan or his or her exercise or surrender of such Stock
Incentive pending the actual delivery of Shares subject to such Stock Incentive
to such Participant.
14.2 No Guarantee of Continued Relationship. The grant of a Stock
Incentive to a Participant under this Plan shall not constitute a contract of
employment and shall not confer on a Participant any rights upon his or her
termination of employment or relationship with the Company in addition to those
rights, if any, expressly set forth in the Stock Incentive Agreement which
evidences his or her Stock Incentive.
14.3 Withholding. The exercise or surrender of any Stock Incentive granted
under this Plan shall constitute a Participant's full and complete consent to
whatever action the Committee directs to satisfy the federal and state tax
withholding requirements, if any, which the Committee in its discretion deems
applicable to such exercise or surrender.
14.4 Transfer. The transfer of an Employee between or among the Company, a
Subsidiary or a Parent shall not be treated as a termination of his or her
employment under this Plan.
14.5 Construction. This Plan shall be construed under the laws of the
State of Georgia.
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<PAGE>
Exhibit 4.2
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NFRONT, INC.
DIRECTOR STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this Director Stock Option Plan are
to attract and retain the best available personnel for service as Outside
Directors (as defined herein) of the Company, to provide additional
incentive to the Outside Directors of the Company to serve as Directors,
and to encourage their continued service on the Board.
All options granted hereunder shall be nonstatutory stock options.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" means the Common Stock of the Company.
(d) "Company" means nFront, Inc., a Georgia corporation.
(e) "Director" means a member of the Board.
(f) "Employee" means any person, including officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company.
The payment of a Director's fee by the Company shall not be sufficient
in and of itself to constitute "employment" by the Company.
(g) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(h) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last
market trading day prior to the time of determination, as
reported in The Wall Street Journal or such other source as the
Board deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on the
date of determination, as reported in The Wall Street Journal or
such other source as the Board deems reliable, or;
<PAGE>
(iii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith
by the Board.
(i) "Inside Director" means a Director who is an Employee.
(j) "Option" means a stock option granted pursuant to the Plan.
(k) "Optioned Stock" means the Common Stock subject to an Option.
(l) "Optionee" means a Director who holds an option.
(m) "Outside Director" means a Director who is not an Employee.
(n) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(o) "Plan" means this Director Stock Option Plan.
(p) "Share" means a share of the Common Stock, as adjusted in accordance
with Section 10 of the Plan.
(q) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 10 of the
Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is Two Hundred Thousand (200,000) Shares of Common Stock
(the "Pool"). The Shares may be authorized but unissued, or reacquired
Common Stock.
If an Option expires or becomes unexercisable without having been exercised
in full, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated). Shares that have actually been issued under the Plan shall not
be returned to the Plan and shall not become available for future
distribution under the Plan.
4. Administration and Grants of Options under the Plan.
(a) Procedure for Grants. No person shall have any discretion to select
--------------------
which Outside Directors shall be granted Options or to determine the
number of Shares to be covered by Options granted to Outside
Directors. Automatic grants hereunder shall be made in accordance with
the following provisions:
(i) Each Outside Director (other than an Outside Director serving
on the Board on the effective date of this Plan, as determined
in accordance with Section 6 hereof) shall be automatically
granted an Option to purchase Two Thousand Five Hundred (2,500)
Shares (the "First Option") on the date on which such person
first becomes an Outside Director, whether through election by
the shareholders of the Company or appointment by the Board to
fill a vacancy; provided, however, that an Inside Director who
ceases to be an Inside Director but who remains a Director
shall not receive a First Option.
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<PAGE>
(ii) Each Outside Director shall be automatically granted an Option
to purchase One Thousand (1,000) Shares (a "Subsequent Option")
on (A) the date such person is elected or reelected, as the
case may be, to the Board by the shareholders at the Company's
annual meeting of shareholders or otherwise, if on such date,
he or she shall have served on the Board for at least six (6)
months or (B) in the case of an Outside Director serving a
multi-year term, the date of each such annual meeting during
his term (other than the meeting at which he or she is elected
and the meeting at which his or her term ends), if on such date
he or she shall have served on the Board for at least six (6)
months.
(iii) Notwithstanding the provisions of subsections (ii) and (iii)
hereof, any exercise of an Option granted before the Company
has obtained shareholder approval of the Plan in accordance
with Section 16 hereof shall be conditioned upon obtaining such
shareholder approval of the Plan in accordance with Section 16
hereof.
(iv) The terms of an Option granted hereunder shall be as follows:
(A) the term of the Option shall be ten (10) years.
(B) the Option shall be exercisable only while the Outside
Director remains a Director of the Company, except as set
forth in Sections 8 and 10 hereof.
(C) the exercise price per Share shall be equal to the Fair
Market Value per Share on the date of grant of the Option.
In the event that the date of grant of the Option is not a
trading day, the exercise price per Share shall be the
Fair Market Value on the next trading day immediately
following the date of grant of the Option.
(v) In the event that any Option granted under the Plan would cause
the number of Shares subject to outstanding Options plus the
number of Shares previously purchased under Options to exceed
the Pool, then the remaining Shares available for Option grant
shall be granted under Options to the Outside Directors on a
pro rata basis. No further grants shall be made until such
time, if any, as additional Shares become available for grant
under the Plan through action of the Board or the shareholders
to increase the number of Shares which may be issued under the
Plan or through cancellation or expiration of Options
previously granted hereunder.
5. Eligibility. Options may be granted only to Outside Directors. All Options
shall be automatically granted in accordance with the terms set forth in
Section 4 hereof.
The Plan shall not confer upon any Optionee any right with respect to
continuation of service as a Director or nomination to serve as a Director,
nor shall it interfere in any way with any rights which the Director or the
Company may have to terminate the Director's relationship with the Company
at any time.
6. Term of Plan. The Plan shall become effective upon the earlier to occur of
its adoption by the Board or its approval by the shareholders of the
Company as described in Section 16 of the Plan. It shall continue in effect
for a term of ten (10) years unless sooner terminated under Section 11 of
the Plan.
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<PAGE>
7. Form of Consideration. The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall
consist of (i) cash, (ii) check, (iii) other shares which (x) in the case
of Shares acquired upon exercise of an option, have been owned by the
Optionee for more than six (6) months on the date of surrender, and (y)
have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised,
(iv) delivery of a properly executed exercise notice together with such
other documentation as the Company and the broker, if applicable, shall
require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price, or (v) any
combination of the foregoing methods of payment.
8. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
-----------------------------------------------
hereunder shall be exercisable at such times as are set forth in
Section 4 hereof; provided, however, that no Options shall be
exercisable until shareholder approval of the Plan in accordance with
Section 16 hereof has been obtained.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of
the Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised
has been received by the Company. Full payment may consist of any
consideration and method of payment allowable under Section 7 of the
Plan. Until the issuance (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to
vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise
of the Option. A share certificate for the number of Shares so
acquired shall be issued to the Optionee as soon as practicable after
exercise of the Option. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 10 of the Plan.
Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes
of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.
(b) Termination of Continuous Status as a Director. Subject to Section 10
----------------------------------------------
hereof, in the event an Optionee's status as a Director terminates
(other than upon the Optionee's death or total and permanent
disability (as defined in Section 22(e)(3) of the Code)), the Optionee
may exercise his or her Option, but only within three (3) months
following the date of such termination, and only to the extent that
the Optionee was entitled to exercise it on the date of such
termination (but in no event later than the expiration of its ten (10)
year term). To the extent that the Optionee was not entitled to
exercise an Option on the date of such termination, and to the extent
that the Optionee does not exercise such Option (to the extent
otherwise so entitled) within the time specified herein, the Option
shall terminate.
(c) Disability of Optionee. In the event Optionee's status as a Director
----------------------
terminates as a result of total and permanent disability (as defined
in Section 22(e)(3) of the Code), the Optionee may exercise his or her
Option, but only within twelve (12) months following the date of such
4
<PAGE>
termination, and only to the extent that the Optionee was entitled to
exercise it on the date of such termination (but in no event later
than the expiration of its ten (10) year term). To the extent that the
Optionee was not entitled to exercise an Option on the date of
termination, or if he or she does not exercise such Option (to the
extent otherwise so entitled) within the time specified herein, the
Option shall terminate.
(d) Death of Optionee. In the event of an Optionee's death, the
-----------------
Optionee's estate or a person who acquired the right to exercise the
Option by bequest or inheritance may exercise the Option, but only
within twelve (12) months following the date of death, and only to the
extent that the Optionee was entitled to exercise it on the date of
death (but in no event later than the expiration of its ten (10) year
term). To the extent that the Optionee was not entitled to exercise an
Option on the date of death, and to the extent that the Optionee's
estate or a person who acquired the right to exercise such Option does
not exercise such Option (to the extent otherwise so entitled) within
the time specified herein, the Option shall terminate.
9. Non-Transferability of Options. The Option may not, without the prior
written consent of the non-interested members of the Board, be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee (or
its assignee permitted under the preceding clause).
10. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
Sale.
(a) Changes in Capitalization. Subject to any required action by the
-------------------------
shareholders of the Company, the number of Shares covered by each
Outstanding Option, the number of Shares which have been authorized
for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the exercise price per Share
covered by each such outstanding Option, and the number of Shares
issuable pursuant to the automatic grant provisions of Section 4
hereof shall be proportionately adjusted for any increase or decrease
in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the
Common Stock. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of
Shares subject to an Option.
(b) Dissolution or Liquidation. In the event of the proposed dissolution
--------------------------
or liquidation of the Company, to the extent that an Option has not
been previously exercised, it shall terminate immediately prior to the
consummation of such proposed action.
(c) Merger or Asset Sale. In the event of a merger of the Company with
--------------------
or into another corporation or the sale of substantially all of the
assets of the Company, outstanding Options may be assumed or
equivalent options may be substituted by the successor corporation or
a Parent or Subsidiary thereof (the "Successor Corporation"). If an
Option is assumed or substituted for, the Option or equivalent option
shall continue to be exercisable as provided in Section 4 hereof for
so long as the Optionee serves as a Director or a director of the
Successor Corporation.
If the Successor Corporation does not assume an outstanding Option or
substitute for it-an equivalent option, then the Board shall notify
the Optionee that the Option shall be fully
5
<PAGE>
exercisable for a period of thirty (30) days from the date of such
notice, and upon the expiration of such period the Option shall
terminate.
For the purposes of this Section 10(c), an Option shall be considered
assumed if, following the merger or sale of assets, the Option confers
the right to purchase or receive, for each Share of Optioned Stock
subject to the Option immediately prior to the merger or sale of
assets, the consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of
Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the
outstanding Shares). If such consideration received in the merger or
sale of assets is not solely common stock of the successor corporation
or its Parent, the Board may, with the consent of the successor
corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Stock subject to
the Option, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the merger or sale of assets.
11. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter,
-------------------------
suspend, or discontinue the Plan, but no amendment, alteration,
suspension, or discontinuation shall be made which would impair the
rights of any Optionee under any grant theretofore made, without his
or her consent. In addition, to the extent necessary and desirable to
comply with any applicable law, regulation or stock exchange rule, the
Company shall obtain shareholder approval of any Plan amendment in
such a manner and to such a degree as required.
(b) Effect of Amendment or Termination. Any such amendment or termination
----------------------------------
of the Plan shall not affect Options already granted and such Options
shall remain in full force and effect as if this Plan had not been
amended or terminated.
12. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date determined in accordance with Section 4 hereof.
13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, state securities laws, and the requirements of any
stock exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to
such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by
any of the aforementioned relevant provisions of law.
Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any
6
<PAGE>
Shares hereunder shall relieve the Company of any liability in respect of
the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
14. Reservation of Shares. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
15. Option Agreement. Options shall be evidenced by written option agreements
in such form as the Board shall approve.
16. Shareholder Approval. Continuance of the Plan shall be subject to approval
by the shareholders of the Company at or prior to the first annual meeting
of shareholders held subsequent to the granting of an Option hereunder.
Such shareholder approval shall be obtained in the degree and manner
required under applicable state and federal law and any stock exchange
rules.
17. Governing Law. This Plan shall be construed under the laws of the State of
Georgia.
7
<PAGE>
Exhibit 5.1
-----------
February 18, 2000
Digital Insight Corporation
26025 Mureau Road
Calabasas, CA 91302
RE: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Digital Insight Corporation, a Delaware
corporation (the "Company" or "you") and have examined the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission on or about February 18, 2000 in
connection with the registration under the Securities Act of 1933, as amended,
of 600,605 shares of the Company's Common Stock, par value $0.001 per share
(the "Shares"), reserved for issuance under the nFront, Inc., Stock Incentive
Plan and the nFront, Inc., Director Stock Option Plan (collectively the
"Plans").
As your legal counsel, we have examined the Restated Certificate of
Incorporation and Bylaws of the Company, the Plans and such other documents of
the Company as we have deemed necessary or appropriate for the purposes of the
opinion expressed herein, and are familiar with the proceedings proposed to be
taken by you in connection with the operation and administration of the Plans
and the sale and issuance of the Shares pursuant to the Plans.
In our opinion, the Shares, when issued and sold in the manner referred to
in the Plans and pursuant to the agreements which accompany the Plans, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
/s/ WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
<PAGE>
Exhibit 23.1
------------
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 12, 1999, except as to note
12, which is as of May 28, 1999, relating to the financial statements and
financial statement schedule, which appears in Digital Insight Corporation's
Registration Statement on Form S-1 for each of the three years in the period
ended December 31, 1998.
By: /s/ PricewaterhouseCoopers LLP
-------------------------------
PricewaterhouseCoopers LLP
Woodland Hills, California
February 18, 2000
