SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 1996
WORLDCORP, INC.
(Exact name of registrant as specified in charter)
Delaware 1-5351 94-3040585
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
13873 Park Center Road, Suite 490, Herndon, Virginia 20171
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 834-9200
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Item 2. Acquisition or Disposition of Assets.
On November 7, 1996, InteliData Technologies Corporation, a Delaware
corporation ("InteliData"), consummated the acquisition and merger (the
"Mergers") of two public companies -- Colonial Data Technologies Corp., a
Delaware corporation ("Colonial Data"), and US Order, Inc., a Delaware
corporation ("US Order") -- pursuant to an Agreement and Plan of Merger, dated
as of August 5, 1996, as amended by Amendment No. 1, dated as of November 7,
1996 (as amended, the "Merger Agreement"). The Merger Agreement and the
consummation of the transactions contemplated thereby were approved by the
respective stockholders of Colonial Data and US Order at respective special
meetings of such stockholders held on November 7, 1996.
Pursuant to the Merger Agreement, (i) each outstanding share of common
stock of Colonial Data, $.01 par value, was converted into one share of common
stock of InteliData ("InteliData Common Stock"), (ii) each outstanding share
of common stock of US Order, $.001 par value, was converted into one share of
InteliData Common Stock, and (iii) each outstanding option, warrant or other
right to purchase US Order common stock or Colonial Data common stock was
converted into the right to acquire, on the same terms and conditions, shares
of InteliData Common Stock. InteliData Common Stock is traded on the Nasdaq
National Market under the symbol "INTD".
The Mergers were accounted for under the purchase method of accounting
with US Order being deemed the acquiror of Colonial Data. Pursuant to these
transactions, InteliData became the successor corporation of US Order. The
business of InteliData initially consists of the business conducted by US
Order and Colonial Data immediately prior to the consummation of the Mergers.
Additional information with respect to the Mergers and related matters is
set forth in the Joint Proxy Statement/Prospectus of Colonial Data, US Order
and InteliData (the "Joint Proxy Statement") dated October 9, 1996, included
in InteliData's Registration Statement on Form S-4, as amended, filed with the
Securities and Exchange Commission (the "Commission") on August 29, 1996 (File
No. 333-11081), and is incorporated herein by reference to the extent
appropriate. A copy of the press release announcing the completion of the
Mergers is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
As of the date of the filing of this Current Report on Form 8-K, it
is impracticable to provide the financial statements of the business
being acquired and the pro forma financial information required by
this Item. WorldCorp will file the required information as soon as
practicable and in no event later than January 20, 1997.
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(c) Exhibits
2.1 Agreement and Plan of Merger dated as of August 5, 1996,
between Colonial Data Technologies Corp. and US Order, Inc.
(incorporated herein by reference to Appendix I to the Joint
Proxy Statement/Prospectus included in InteliData's
Registration Statement on Form S-4 filed with the Commission
on August 29, 1996, as amended) (File No. 333-11081)).
2.2 Amendment No. 1 dated as of November 7, 1996, by and among US
Order, Inc., Colonial Data Technologies Corp. and InteliData
Technologies Corporation to the Agreement and Plan of Merger
(incorporated herein by reference to InteliData's Current
Report on Form 8-K filed November 13, 1996).
20.1 Joint Proxy Statement/Prospectus dated October 9, 1996, of
InteliData Technologies Corporation, Colonial Data Technologies
Corp. and US Order, Inc. (incorporated herein by reference to
the Joint Proxy Statement/Prospectus included in InteliData's
Registration Statement on Form S-4 filed with the Commission on
August 29, 1996, as amended) (File No. 333-11081).
99.1 Press Release dated November 7, 1996, announcing the completion
of the Mergers.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WORLDCORP, INC.
Date: November 22, 1996 By: /s/ Mark S. Lynch
Mark S. Lynch
Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger dated as of August 5, 1996, between Colonial
Data Technologies Corp. and US Order, Inc. (incorporated herein by
reference to Appendix I to the Joint Proxy Statement/Prospectus included
in InteliData's Registration Statement on Form S-4 filed with the
Commission on August 29, 1996, as amended) (File No. 333-11081)).
2.2 Amendment No. 1 dated as of November 7, 1996, by and among US Order,
Inc., Colonial Data Technologies Corp. and InteliData Technologies
Corporation to the Agreement and Plan of Merger (incorporated herein by
reference to InteliData's Current Report on Form 8-K filed November 13,
1996).
20.1 Joint Proxy Statement/Prospectus dated October 9, 1996, of InteliData
Technologies Corporation, Colonial Data Technologies Corp. and US Order,
Inc. (incorporated herein by reference to the Joint Proxy
Statement/Prospectus included in InteliData's Registration Statement on
Form S-4 filed with the Commission on August 29, 1996, as amended) (File
No. 333-11081).
99.1 Press Release dated November 7, 1996, announcing the completion of the
Mergers.
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Exhibit 99.1
NEWS RELEASE InteliData
13100 Worldgate Drive, Suite 600 Herndon, VA 20170
703-834-8555 (phone) 703-834-8310 (fax) www.intelidata.com
FOR IMMEDIATE RELEASE PRESS CONTACT
November 7, 1996 Rob Borella (703) 834-8555
INVESTOR CONTACT:
Doug Portez (703) 506-1778
US ORDER AND COLONIAL DATA
TECHNOLOGIES MERGE TO FORM INTELIDATA
Technology Company to Provide Electronic Commerce Solutions, High Quality
Consumer Telecommunications Devices, and Small-Screen On-Line Services
NEW MILFORD, CT., and HERNDON, VA., November 7 -- Colonial Data
Technologies (Nasdaq: CDTX) and US Order (Nasdaq: USOR) completed their merger
of equals today after shareholders of each company approved the transaction.
The new public company, InteliData, will begin trading on Nasdaq under the
symbol INTD beginning Nov. 8.
InteliData will concentrate on three markets. In the electronic commerce
business, the company markets its bill payment and home banking products to
financial institutions. In the consumer telecommunications device business,
the new company offers a revolutionary smart telephone and an integrated line
of caller identification products through both telephone companies and
retailers. In the on-line service business, InteliData delivers information
services to users of smart telephones, digital PCS phones, alphanumeric pagers
and personal digital assistants.
Approximately 32.1 million new shares of InteliData stock were exchanged
for 16.6 million shares of US Order and 15.5 million shares of Colonial Data
stock through a one-to-one exchange ratio. InteliData begins operations with
approximately $43 million in cash, short-term investments and restricted cash
and no long-term debt. The new company's headquarters is located in Herndon,
Va.
(more)
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The merger is a natural evolution of the strategic partnership formed
between the two companies in January 1995 to jointly design, develop,
manufacture and market the smart telephone, which is available under the
IntelifoneTM brand name in over 2000 retail stores nationwide and under the
Telesmart 4000TM brand through telephone companies. The InteliData smart
telephone is the first telephone available at a mass market price that
combines the power of an on-line service, a personal organizer and caller
identification deluxe technology in one package.
InteliData is a technology leader in the fast-emerging smart telephone
and on-line electronic information service and commerce business, including
electronic banking and bill paying. It is a market leader in the design,
distribution and service of caller identification-based telecommunications
devices for major Bell and other telephone companies.
InteliData plans to release its third quarter financial information and
conduct a conference call for investors on Wednesday, Nov. 13. The conference
call will begin at 4:30 p.m. (EST) and can be accessed by dialing
800-633-8763. Subsequently, InteliData will host an all-day institutional
investors' conference on Thursday, Nov. 21. Interested parties can contact
Doug Portez at 703-506-1778 for further information.
Information about InteliData's products and services can also be found on
its website at www.intelidata.com.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM
ACT OF 1995:
This release contains forward looking statements that are subject to
risks and uncertainties, including, but not limited to, the impact of
competitive products, product demand and market acceptance risks, fluctuations
in operating results, delays in development of highly complex products and
other risks detailed from time to time in InteliData's filings with the
Securities and Exchange Commission. These risks could cause the company's
actual results for 1996 and beyond to differ materially from those expressed
in any forward looking statements made by, or on behalf of, InteliData.
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