SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INTELIDATA TECHNOLOGIES CORPORATION
(Name of Issuer)
COMMON STOCK
($.001 par value per share)
(Title of class of securities)
45814T 107
(CUSIP NUMBER)
WorldCorp Investments, Inc.
WorldCorp, Inc.
The Hallmark Building
13873 Park Center
Herndon, Virginia 20171
Attention: Andrew M. Paalborg
Telephone No. 703-834-9410
(Name, address and telephone number of person authorized to
receive notices and communications)
Copy to:
David M. Carter
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
November 7, 1996
(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 [ ].
Page 1 of 10 Pages
Exhibit Index appears on page 9
PAGE
<PAGE>
CUSIP NO. 45814T 107 13D Page 2 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WorldCorp Investments, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
9,179,273 shares consisting of 9,179,273 shares
OWNED BY owned of record by WorldCorp Investments, Inc.
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH 10 SHARED DISPOSITIVE POWER
9,179,273 shares consisting of 9,179,273 shares
owned of record by WorldCorp Investments, Inc.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,179,273 shares consisting of 9,179,273 shares owned of record by
WorldCorp Investments, Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
CUSIP NO. 45814T 107 13D Page 3 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WorldCorp, Inc.
94-3040585
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY 8 SHARED VOTING POWER
9,179,273 shares consisting of 9,179,273 shares
OWNED BY owned of record by WorldCorp Investments, Inc.
EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH 10 SHARED DISPOSITIVE POWER
9,179,273 shares consisting of 9,179,273 shares
owned of record by WorldCorp Investments, Inc.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,179,273 shares consisting of 9,179,273 shares owned of record by
WorldCorp Investments, Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
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Item 1. Security and Issuer.
This Statement relates to the common stock, $.001 par value per share
(the "Common Stock"), of InteliData Technologies Corporation, a Delaware
corporation (the "Issuer"), having its principal offices at 13100 Worldgate
Drive, Suite 600, Herndon, Virginia 20170.
Item 2. Identity and Background
This statement is filed by WorldCorp Investments, Inc. ("WorldCorp
Investments"), a Delaware corporation and wholly owned subsidiary of
WorldCorp, Inc., a Delaware corporation ("WorldCorp" and together with
WorldCorp Investments, the "Reporting Persons"). WorldCorp was organized in
March 1987 to serve as the holding company for World Airways, Inc., a Delaware
corporation, which was organized in March 1948 and is the predecessor to
WorldCorp. WorldCorp Investments was organized in August 1991 to hold
Worldcorp's ownership interest in US Order, Inc. ("US Order"), a Delaware
corporation and predecessor to the Issuer. The Issuer will concentrate on
three markets: (i) in the electronic commerce business, the Issuer markets
its bill payment and home banking products to financial institutions; (ii) in
the consumer telecommunications devices business, the Issuer offers a
revolutionary smart telephone and an integrated line of caller identification
products through both telephone companies and retailers; and (iii) in the
on-line services business, the Issuer delivers information services to users
of smart telephones, digital PCS phones, alphanumeric pagers and personal
digital assistants. The Reporting Persons own approximately 28.9% of the
outstanding shares of the Issuer. The Reporting Persons' principal place of
business and principal executive offices are located at 13873 Park Center
Road, Suite 353, Herndon, Virginia 20171.
The (a) name, (b) residence or business address and (c) present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted of
each executive officer and director of the Reporting Persons are set forth in
Exhibit 2 hereto, which exhibit is incorporated herein by reference. To the
best knowledge of the Reporting Persons, each such executive officer and
director is a citizen of the United States.
During the last five years, neither the Reporting Persons, nor, to the
best of their knowledge, any executive officer or director of the Reporting
Persons, has (a) been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), or (b) been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of which proceedings such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As described in the Registration Statement on Form S-4 (the "Registration
Statement") (File No. 333-11081), filed with the Securities and Exchange
Commission (the "SEC") on August 29, 1996, as amended and declared effective
October 9, 1996, on November 7, 1996, US Order, which has operated as a
majority owned subsidiary of WorldCorp Investments
-4-
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and Colonial Data Technologies Corp. ("Colonial Data"), a Delaware
corporation, each were merged with and into the Issuer (the "Mergers").
The Registration Statement is attached hereto as Exhibit 3. Pursuant to
the Registration Statement, each share of the common stock of US Order and
each share of the common stock of Colonial Data was exchanged for one share of
Common Stock. This Schedule 13D reflects the Reporting Person's ownership of
9,179,273 shares of Common Stock as a result of the consummation of the
Mergers.
Item 4. Purpose of Transaction.
The Reporting Persons own approximately 28.9% of the outstanding Common
Stock. Accordingly, the Reporting Persons will be in a position to influence
the policies and affairs of the Issuer.
Except for any changes that have been effected and are described in the
Registration Statement and except as set forth above and below, neither the
Reporting Persons, nor to the knowledge of such person, any executive officer
or director of the Reporting Persons, has any plans or proposals which relate
to or would result in:
(a) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer;
(b) extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors to fill any existing vacancies on
the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national Securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
-5-
PAGE
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(i) a class of equity securities of the Issuer to become eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) any action similar to those enumerated above.
Notwithstanding the foregoing, the Reporting Persons may formulate plans
or proposals with respect to one or more of the foregoing in the future.
The Reporting Persons and the executive officers and directors of the
Reporting Persons reserve the right to purchase or sell additional shares of
the Common Stock, at any time, without further notice or prior amendment to
this Schedule 13D. The Reporting Persons also reserve the right to change
their intentions with respect to any or all of the foregoing and their right
to act either alone or together with any other person or group.
Item 5. Interest in Securities of the Issuer.
The Reporting Persons beneficially own 9,179,273 shares of Common Stock,
representing approximately 28.9% of the outstanding shares of Common Stock.
Except as described in Item 3 of this Schedule 13D and in the
Registration Statement, the Reporting Persons have not had any transactions in
the Common Stock within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Reporting Persons have agreed pursuant to an Affiliate's Agreement,
dated as of November 7, 1996, that, without the prior written consent of the
Company, they will not transfer, sell, cause the sale or other disposition of
or contract to transfer, sell or otherwise dispose of, directly or indirectly,
or file with the Securities and Exchange Commission a registration statement
under the Securities Act of 1933, as amended, to register any shares of the
Issuer's capital stock or any securities convertible or exchangeable into
shares of capital stock of the Company during the length of time required
pursuant to Rule 145 of the Securities Act of 1933, as amended, following the
effective date of the Mergers.
Other than the Affiliate's Agreement and except as described in the
Registration Statement, neither the Reporting Persons, nor, to the best of
their knowledge, any of the executive officers or directors of the Reporting
Persons, is a party to any contract, arrangement, understanding or
relationship regarding the transfer or voting of securities, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or losses, or the giving or withholding or
proxies, with any person with respect to any securities of the Issuer.
-6-
PAGE
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Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement between the Reporting Persons with respect to the
filing of this Schedule 13D.
Exhibit 2 Directors and Executive Officers of the Reporting Persons.
Exhibit 3 Registration Statement on Form S-4 (Incorporated herein by
reference to Registration Statement on Form S-4, as amended, (No. 333-11081)
filed with the Commission on August 29, 1996).
-7-
PAGE
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
WORLDCORP INVESTMENTS, INC.
Date:November 22, 1996 By: /s/ T. Coleman Andrews, III
T. Coleman Andrews, III
President and Chief Executive Officer
WORLDCORP, INC.
Date:November 22, 1996 By: /s/ Mark S. Lynch
Mark S. Lynch
Vice President and Chief Financial Officer
-8-
PAGE
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EXHIBIT INDEX
Exhibit No. Description Page
1 Agreement between the Reporting Persons with
respect to the filing of this Schedule 13D. . . 10
2 Directors and Executive Officers of the Reporting
Persons . . . . . . . . . . . . . . . . . . . . 11
-9-
Exhibit 1
We, the undersigned, hereby express our agreement that the attached
Schedule 13D is filed on behalf of each of the undersigned together as a
group.
WORLDCORP INVESTMENTS, INC.
Date:November 22, 1996 By: /s/ T. Coleman Andrews, III
T. Coleman Andrews, III
President
and Chief Executive Officer
WORLDCORP, INC.
Date:November 22, 1996 By: /s/ Mark S. Lynch
Mark S. Lynch
Vice President
and Chief Financial Officer
Exhibit 2
WORLDCORP INVESTMENTS, INC.
Principal Occupation
Name Title If Different from Title
- ---- ----- -----------------------
T. Coleman Andrews, III Director, President Chief Executive Officer
WorldCorp, Inc. and Chief and President of
13873 Park Center Road Executive Officer WorldCorp, Inc.
#490
Herndon, Virginia 22071
William F. Gorog Director Chairman and Chief
WorldCorp, Inc. Executive Officer
13873 Park Center Road of US Order, Inc.
#490
Herndon, Virginia 22071
Andrew M. Paalborg General Counsel Vice President and
WorldCorp, Inc. and Secretary General Counsel
13873 Park Center Road of WorldCorp, Inc.
#490
Herndon, Virginia 22071
PAGE
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WORLDCORP, INC.
Principal Occupation
Name Title If Different from Title
- ---- ----- -----------------------
T. Coleman Andrews, III Director, President ___
WorldCorp, Inc. and Chief Executive
13873 Park Center Road #490 Officer
Herndon, Virginia 22071
John C. Backus President and Chief ___
InteliData Technologies Operating Officer of
Corporation InteliData Technologies
13100 Worldgate Drive Corporation
Suite 600
Herndon, VA 20170
James E. Colburn Director, Consultant, Aviation
5675 South Yosemite #222 WorldCorp, Inc. Consulting, Inc.
Denver, Colorado 80237
William F. Gorog Chairman of ___
WorldCorp, Inc. InteliData Technologies
13873 Park Center Road #490 Corporation
Herndon, Virginia 22071
Patrick F. Graham Director, Director, Bain &
Bain & Company, Inc. WorldCorp, Inc. Company, Inc.
2 Copley Place
Boston, Massachusetts
02117-0897
Andrew M. Paalborg Vice President ___
WorldCorp, Inc. and General
13873 Park Center Road #490 Counsel of
Herndon, Virginia 22071 WorldCorp, Inc.
Mark S. Lynch Vice President, and ___
WorldCorp, Inc. Chief Financial
13873 Park Center Road #490 Officer of
Herndon, Virginia 22071 WorldCorp, Inc.
Charles W. Pollard President, ___
WorldCorp, Inc. World Airways, Inc.
13873 Park Center Road #490
Herndon, Virginia 22071
Geoffrey S. Rehnert Director, Partner, Bain
Bain Capital WorldCorp, Inc. Capital, Inc.
2 Copley Place
Boston, Massachusetts 02116
Gideon Argov Director, President and Chief
Kollmorgan Reservoir WorldCorp, Inc. Executive Officer,
Place Kollmorgan
1601 Trapelo Road Corporation
Walthen, MA 02154
