<PAGE>
As filed with the Securities and Exchange Commission on April 24, 2000
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
CORILLIAN CORPORATION
(exact name of registrant as specified in its charter)
Oregon 91-1795219
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3855 S.W. 153rd Drive
Beaverton, Oregon 97006
(Address of principal executive offices, including zip code)
Corillian Corporation 2000 Employee Stock Purchase Plan
Corillian Corporation 2000 Stock Incentive Compensation Plan
Corillian Corporation 1997 Stock Option Plan
(Full title of the plans)
TED F. SPOONER
Chairman of the Board and Chief Executive Officer
3855 S.W. 153rd Drive
Beaverton, Oregon 97006
(503) 627-0729
(Name, address and telephone number, including area code, of agent for service)
-------------------------------
Copy To:
Roy W. Tucker
Perkins Coie LLP
1211 SW Fifth Avenue, Suite 1500
Portland, Oregon 97204
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================== ============ ==================== ===================== =================
Title of Securities Number to Be Proposed Maximum Proposed Maximum Amount of
to Be Registered Registered(1) Offering Price Aggregate Offering Registration Fee
Price
- ---------------------------------------- ------------- -------------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, without par value,
subject to outstanding options under
the:
- ---------------------------------------- ------------- -------------------- --------------------- -----------------
Corillian Corporation 2000 Stock 965,600 $ 3.765(2) $ 3,635,484
Incentive Compensation Plan 35,000 8.00(2) 280,000
184,333 10.50(2) 1,935,497
- ---------------------------------------- ------------- -------------------- --------------------- -----------------
Corillian Corporation 1997 Stock 221,107 $ 0.15(2) $ 33,166
Option Plan 505,415 0.56(2) 283,032
961,000 0.60(2) 576,600
200,000 0.62(2) 124,000
734,667 1.50(2) 1,102,000
295,667 1.88(2) 555,854
434,000 3.77(2) 1,636,180
- ---------------------------------------- ------------- -------------------- --------------------- -----------------
Common Stock, without par value, not
subject to outstanding options under
the:
- ---------------------------------------- ------------- -------------------- --------------------- -----------------
Corillian Corporation 2000 999,999 $ 9.97(3) $ 9,969,990(3)
Employee Stock Purchase Plan
- ---------------------------------------- ------------- -------------------- --------------------- -----------------
Corillian Corporation 2000 Stock 3,615,067 $ 9.97(3) $36,042,218(3)
Incentive Compensation Plan
- ---------------------------------------- ------------- -------------------- --------------------- -----------------
TOTAL: 9,151,855 $56,174,021 $ 14,830
======================================== ============ ==================== ===================== =================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
such employee benefit plans as the result of any future stock split, stock
dividend or similar adjustment of the Registrant's outstanding Common
Stock.
(2) Based upon the exercise prices of options granted as of the date of filing
this Registration Statement pursuant to Rule 457(h)(1) under the
Securities Act of 1933, as amended.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's prospectus (the "Prospectus") filed with
the Securities and Exchange Commission (the "Commission") on April 12, 2000
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the
"Securities Act"); and
(b) The description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-A filed on February 2, 2000, under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendments or reports for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment, which indicates that the securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As an Oregon corporation, the Registrant is subject to the laws of the
State of Oregon governing private corporations and the exculpation from
liability and indemnification provisions contained therein. Pursuant to Section
60.047(2)(d) of the Oregon Revised Statutes ("ORS"), the Registrant's Restated
Articles of Incorporation (the "Articles) eliminate the liability of the
Registrant's directors to the Registrant or its shareholders except for any
liability related to (i) breach of the duty of loyalty; (ii) acts or omissions
not in good faith or that involve intentional transactions from which the
director derived an improper personal benefit.
ORS Section 60.391 allows corporations to indemnify their directors and
officers against liability where the director or officer has acted in good faith
and with a reasonable belief that actions taken were in the best interests of
the corporation or at least not opposed to the corporation's best interests and,
if in a criminal proceeding, the individual had no reasonable cause to believe
the conduct in question was unlawful. Under ORS Sections 60.387 to 60.414,
corporations may not indemnify a director or officer against liability in
connection with a claim by or in the right of the corporation or for any
improper personal benefit in which the director or officer was adjudged liable
to the corporation. ORS Section 60.394 mandates indemnification for all
reasonable expenses incurred in the successful defense of any claim made or
threatened whether or not such claim was by or in the right of the corporation.
Finally, pursuant to the ORS Section 60.401, a court may order indemnification
in view of all the relevant circumstances, whether or not the director or
officer met the good-faith and reasonable belief standards of conduct set out in
ORS Section 60.391.
ORS Section 60.414 also provides that the statutory indemnification
provisions are not deemed exclusive of any other rights to which directors or
officers may be entitled under a corporation's articles of incorporation or
bylaws, any agreement, general or specific action of the board of directors,
vote of shareholders or otherwise.
The Articles provide that the Registrant is required to indemnify to
the fullest extent not prohibited by law any current or former director who is
made, or threatened to be made, a party to an action or proceeding by reason of
the fact that such person serves or served as a director of the Registrant. The
Articles also provide that
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the Registrant is permitted to indemnify to the fullest extent not prohibited
by law any current or former officer who is made, or threatened to be made, a
party to an action or proceeding by reason of the fact that such person is or
was an officer of the Registrant.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------------- --------------------------------------------------------------
<S> <C>
5.1 Opinion of Perkins Coie LLP regarding legality of the Common
Stock being registered
23.1 Consent of KPMG LLP
23.2 Consent of Perkins Coie LLP (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Corillian Corporation 2000 Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.2 to the Registration
Statement on Form S-1)
99.2 Corillian Corporation 2000 Stock Incentive Compensation Plan
(incorporated by reference to Exhibit 10.1 to the Registration
Statement on Form S-1)
99.3 Corillian Corporation 1997 Stock Option Plan (incorporated by
reference to Exhibit 10.3 to the Registration Statement on
Form S-1)
</TABLE>
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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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 the City of Portland, State of Oregon, on the 18th day of April,
2000.
CORILLIAN CORPORATION
/s/ TED F. SPOONER
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By: Ted F. Spooner, Chairman of the Board and
Chief Executive Officer
Each person whose individual signature appears below hereby authorizes
Ted F. Spooner, Steven Sipowicz and Kirk H. Wright, and each of them, as
attorneys-in-fact with full power of substitution, to execute in the name and on
the behalf of each person, individually and in each capacity stated below, and
to file, any and all amendments to this Registration Statement, including any
and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 18th day of April, 2000.
SIGNATURE CAPACITIES
--------- ----------
/s/ Ted F. Spooner Chairman of the Board and Chief
- ---------------------------------------------- Executive Officer
Ted F. Spooner PRINCIPAL EXECUTIVE OFFICER
/s/ Steven Sipowicz Chief Financial Officer
- ---------------------------------------------- PRINCIPAL FINANCIAL AND
Steven Sipowicz ACCOUNTING OFFICER
/s/ Kirk H. Wright President and Director
- ----------------------------------------------
Kirk H. Wright
/s/ Robert G. Barrett Director
- ----------------------------------------------
Robert G. Barrett
/s/ Robert Huret Director
- ----------------------------------------------
Robert Huret
/s/ Edmund P. Jensen Director
- ----------------------------------------------
Edmund P. Jensen
/s/ Ravi Mohan Director
- ----------------------------------------------
Ravi Mohan
/s/ Jay N. Whipple III Director
- ----------------------------------------------
Jay N. Whipple III
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- --------------- -------------------------------------------------------------
<C> <S>
5.1 Opinion of Perkins Coie LLP regarding legality of the Common
Stock being registered
23.1 Consent of KPMG LLP
23.2 Consent of Perkins Coie LLP (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Corillian Corporation 2000 Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.2 to the Registration
Statement on Form S-1)
99.2 Corillian Corporation 2000 Stock Incentive Compensation Plan
(incorporated by reference to Exhibit 10.1 to the Registration
Statement on Form S-1)
99.3 Corillian Corporation 1997 Stock Option Plan (incorporated by
reference to Exhibit 10.3 to the Registration Statement on
Form S-1)
</TABLE>
<PAGE>
EXHIBIT 5.1
PERKINS COIE LLP
1211 SW FIFTH AVENUE, SUITE 1500, PORTLAND, OREGON 97204-3715
TELEPHONE: 503 727-2000 FACSIMILE: 503 727-2222
April 14, 2000
Corillian Corporation
3855 S.W. 153rd Drive
Beaverton, Oregon 97006
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 9,151,855 shares of Common
Stock, without par value (the "Shares"), which may be issued as follows: 999,999
shares pursuant to the Corillian Corporation 2000 Employee Stock Purchase Plan;
4,800,000 shares pursuant to the Corillian Corporation 2000 Stock Incentive
Compensation Plan; and 3,351,856 shares pursuant to the Corillian Corporation
1997 Stock Option Plan (the "Plans").
Based upon and subject to the foregoing, we are of the opinion that any
original issuance Shares that may be issued pursuant to the Plans have been duly
authorized and that, upon the due execution by the Company and the registration
by its registrar of such Shares and the sale thereof by the Company in
accordance with the terms of the Plans, and the receipt of consideration
therefor in accordance with the terms of the Plans, such Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Perkins Coie
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
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The Board of Directors
Corillian Corporation
We consent to incorporation by reference in the Registration Statement on
Form S-8 of Corillian Corporation of our report dated January 21, 2000,
except for note 11, which is as of March 16, 2000 relating to the balance
sheets of Corillian Corporation as of December 31, 1998 and 1999, and the
related statements of operations, redeemable convertible preferred stock and
shareholders' equity (deficit) and cash flows for the period from April 9, 1997
(date of inception) to December 31, 1997 and for each of the years in the
two-year period ended December 31, 1999, which report appears in the Form S-1
of Corillian Corporation (No. 333-95513).
KPMG LLP
Portland, Oregon
April 13, 2000
