SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
INTELIDATA TECHNOLOGIES CORPORATION
(Name of Issuer)
COMMON STOCK ($.001 PAR VALUE PER SHARE)
(Title of Class of Securities)
458147107
(CUSIP Number)
Worldcorp, Inc.
444 Madison Avenue, Suite 703
New York, NY 10022
Attention: Mark M. Feldman
Telephone No. 212-317-2500
--------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 20, 1998
----------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 458147107 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Worldcorp, Inc. 94-3040585
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,586,300
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
2,586,300
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,586,300
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON (See instructions)
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. 458147107 Page 3 of 5 Pages
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SCHEDULE 13D
Item 1. Security and Issues. 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 11600 Sunrise Valley Drive, Suite 100, Reston, VA 20191.
Item 2. Identity and Background
Item 2 is hereby amended in its entirety to read as follows:
This statement is filed by WorldCorp, Inc. ("WorldCorp"), a Delaware
corporation. 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 owns approximately
7.8% of the outstanding shares of the Issuer. WorldCorp's principal place of
business and principal executive offices are located at 444 Madison Avenue,
Suite 703, New York, NY 10022.
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 Person are set forth in
Exhibit 1 hereto, which Exhibit is incorporated herein by reference. To the best
knowledge of WorldCorp, each such executive officer and director is a citizen of
the United States.
During the last five years, neither WorldCorp, nor, to the best of its
knowledge, any executive officer or director of WorldCorp, 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 or, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 4. Purpose of Transaction.
Item 4 is hereby amended in its entirety to read as follows:
WorldCorp owns approximately 7.8% of the outstanding Common Stock.
WorldCorp will not be in a position to influence the policies and affairs of the
Issuer. WorldCorp is in the process of liquidating under Chapter 11 of the
United States Bankruptcy Code. Its bankruptcy case is pending in the United
States Bankruptcy Court for the District of Delaware (Case No. 99-298 (MFW)). In
furtherance of its liquidation, WorldCorp plans to sell all of its remaining
shares of the Common Stock in market transactions under Rule 144 of the
Securities Act or in other transactions that are exempt from the registration
requirements of the Securities laws. Except as set forth above, neither
WorldCorp nor, to the knowledge of WorldCorp, any executive officer or director
of WorldCorp, 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;
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CUSIP No. 458147107 Page 4 of 5 Pages
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(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;
(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.
WorldCorp and the executive officers and directors of WorldCorp 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. WorldCorp
also reserves the right to change its intentions with respect to any and all of
the foregoing and its right to act either alone or together with any other
person or group.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety to read as follows:
WorldCorp beneficially owns 2,586,300 shares of Common Stock, representing
approximately 7.8 % of the outstanding shares of Common Stock.
WorldCorp's transactions in the Common Stock are listed on Exhibit 2
hereto.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is hereby amended in its entirety to read as follows:
Neither WorldCorp, nor, to the best of its knowledge, any of the
executive officers or directors of WorldCorp, 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, guarantee of profits, division of profits or losses, or the giving or
withholding of proxies, with any person with respect to any securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended in its entirety as follows:
Exhibit 1 Directors and Executive Officers of WorldCorp.
Exhibit 2 Sales of Common Stock.
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CUSIP No. 458147107 Page 5 of 5 Pages
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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, INC.
/s/ Mark M. Feldman
-----------------------------------
Date: February 15, 2000 By: Mark M. Feldman
President and Chief Executive Officer
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EXHIBIT 1
WORLDCORP, INC.
Principal
Occupation
If Different
Name Title from Title
- ------ ------ ------------
Mark M. Feldman Director, President and --
WorldCorp, Inc. Chief Executive Officer
444 Madison Avenue
Suite 703
New York, NY 10022
W. Joseph Dryer Director, Secretary and --
WorldCorp, Inc. Treasurer
444 Madison Avenue
Suite 703
New York, NY 10022
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EXHIBIT 2
SALES OF COMMON STOCK
On November 7, 1996, WorldCorp acquired 9,179,273 shares of common
stock of InteliData representing approximately 28.9% of the outstanding common
stock of InteliData. On August 25, 1998, a secured creditor sold 245,000 of
these shares in a foreclosure sale at a price of $0.906118 per share and
applied the proceeds to reduce its outstanding debt. On February 5, 1999,
WorldCorp sold 200,000 shares at a price of $1.709931 per share to raise cash in
preparation for filing a petition under Chapter 11 of the United States
Bankruptcy Code. WorldCorp filed its Chapter 11 bankruptcy petition on February
12, 1999 and its case is currently pending in the United States Bankruptcy Court
for the District of Delaware (Case No. 99-298 (MFW)). WorldCorp began
liquidating its holdings of the common stock under Chapter 11 of the Bankruptcy
Code on May 17, 1999. During the period beginning May 17, 1999 and ending
February 11, 2000, WorldCorp made the following sales of common stock of
InteliData. The date, price per share and amount of shares so sold are as
follows:
Date of Transaction Shares Sold Price Per Share
------------------- ----------- ---------------
May 17, 1999 11,500 $4.01
May 18, 1999 22,500 $4.01
May 19, 1999 25,000 $3.99
May 20, 1999 70,000 $4.49
May 21, 1999 10,000 $4.40
May 24, 1999 20,000 $4.54
May 25, 1999 5,000 $4.28
June 1, 1999 16,200 $3.49
June 2, 1999 2,500 $3.49
June 16, 1999 31,600 $2.19
June 21, 1999 2,100 $2.24
June 22, 1999 10,000 $2.37
June 23, 1999 10,000 $2.43
June 24, 1999 10,000 $2.68
June 25, 1999 5,000 $2.62
June 28, 1999 25,000 $2.50
June 30, 1999 10,000 $2.41
July 13, 1999 10,000 $3.93
July 14, 1999 90,000 $4.21
July 15, 1999 73,600 $4.09
July 16, 1999 40,000 $3.86
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Date of Transaction Shares Sold Price Per Share
------------------- ----------- ---------------
August 9, 1999 13,100 $3.74
August 10, 1999 8,500 $3.40
August 11, 1999 1,000 $3.37
August 12, 1999 15,000 $3.27
August 13, 1999 10,000 $3.37
August 16, 1999 16,400 $3.46
August 17, 1999 5,000 $3.38
November 12, 1999 115,000 $2.93
November 15, 1999 115,000 $3.02
November 16, 1999 52,300 $3.01
November 22, 1999 148,700 $2.77
December 2, 1999 10,000 $4.19
December 3, 1999 51,200 $4.18
December 6, 1999 53,800 $4.22
December 7, 1999 50,000 $4.19
December 8, 1999 276,800 $4.23
December 9, 1999 192,800 $4.33
December 13, 1999 220,000 $4.16
December 14, 1999 279,673 $4.19
December 17, 1999 200,000 $4.11
December 20, 1999 150,000 $4.39
December 21, 1999 150,000 $4.15
January 13, 2000 50,000 $4.01
January 13, 2000 450,000 $4.04
January 28, 2000 55,300 $6.47
January 31, 2000 106,000 $5.65
February 1, 2000 302,500 $5.57
February 2, 2000 327,000 $5.38
February 3, 2000 577,000 $5.43
February 4, 2000 330,000 $6.46
February 7, 2000 70,800 $7.40
February 8, 2000 189,400 $7.77
February 9, 2000 399,500 $7.46
February 10, 2000 348,300 $7.12
February 11, 2000 307,900 $6.90
As of February 14, 2000, WorldCorp owned 2,586,300 shares of common
stock of InteliData, representing 7.8% of the outstanding common stock of
InteliData. On February 11, 2000, William F. Gorog, InteliData's Chairman and
Chief Executive Officer, resigned his position as a director of WorldCorp. As a
result of the foregoing sales and the resignation of Mr. Gorog from WorldCorp's
board, WorldCorp is no longer an affiliate of InteliData.
