<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1999
REGISTRATION NO. 333-74777
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
------------------------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ONLINE RESOURCES & COMMUNICATIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7389 52 162 3052
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
7600 COLSHIRE DRIVE
MCLEAN, VIRGINIA 22102
(703) 394-5100
</TABLE>
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
MATTHEW P. LAWLOR
ONLINE RESOURCES & COMMUNICATIONS CORPORATION
7600 COLSHIRE DRIVE
MCLEAN, VIRGINIA 22102
(703) 394-5100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C> <C>
JOSEPH G. PASSAIC, JR., ESQ. MARK J. WISHNER, ESQ. BART FRIEDMAN, ESQ.
MARY M. SJOQUIST, ESQ. MICHAELS, WISHNER & BONNER, P.C. CAHILL GORDON & REINDEL
PATTON BOGGS LLP 1140 CONNECTICUT AVENUE, N.W., 80 PINE STREET
2550 M STREET, NW SUITE 900 NEW YORK, NEW YORK 10005
WASHINGTON, DC 20037 WASHINGTON, DC 20036 (212) 701-3000
(202) 457-6000 (202) 223-5000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
---------------------
If the Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Online Resources & Communications Corporation (the "Registrant") estimates that
expenses (other than underwriting discounts and commissions) in connection with
the offering described in this Registration Statement will be as set forth in
the following table. All amounts shown are estimates except for the Securities
and Exchange Commission registration fee, the NASD filing fee and the Nasdaq
National Market listing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 12,884
National Association of Securities Dealers, Inc. filing
fee....................................................... 5,134
Nasdaq National Market listing fees......................... 78,875
Printing and engraving expenses............................. 225,000
Accountants' fees and expenses.............................. 300,000
Legal fees and expenses..................................... 250,000
Fees and expenses for qualifications under state securities
laws (including legal fees)............................... 5,000
Transfer agent fees......................................... 3,500
Miscellaneous............................................... 19,607
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Total............................................. $900,000
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with General Corporation Law of the State of Delaware (being
Chapter 1 of Title 8 of the Delaware Code), Articles TENTH and ELEVENTH of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a Director or
an Officer of the Corporation or is or was serving at the request of the
Corporation as a Director, Officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a Director, Officer, employee or agent or in any other
capacity while serving as a Director, Officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide
prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered
by such indemnitee in connection therewith; provided, however, that, except
as provided in Section C hereof with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition (hereinafter and "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a Director or
Officer (and not in any other capacity in which service was or is rendered
by such indemnitee, including, without limitation, services to an employee
benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right
to appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise. The rights to indemnification and to the advancement of expenses
conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as
II-1
<PAGE> 3
to an indemnitee who has ceased to be a Director, Officer, employee or
agent and shall inure to the benefit of the indemnitee's heirs, executors
and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be
twenty days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the Corporation
to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expenses
of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee has
met the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its stockholders)
that the indemnitee has not met such applicable standard of conduct, shall
create a presumption that the indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article TENTH or otherwise shall be on
the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
subsidiary or Affiliate or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether
or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the Delaware General
Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest
extent of the provisions of this Article TENTH with respect to the
indemnification and advancement of expenses of Directors and Officers of
the Corporation.
ELEVENTH: A Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability: (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the Delaware General Corporation
Law; or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.
The underwriting agreement to be filed as Exhibit 1.1 to the Registration
Statement provides for indemnification by the underwriters of Online Resources
and its directors and certain officers, and by Online Resources of the
underwriters, for certain liabilities arising under the Securities Act or
otherwise.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In accordance with Item 701 of Regulation S-K, the following information is
presented with respect to securities sold by the Registrant within the past
three years which were not registered under the Securities Act.
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<PAGE> 4
(i) 1995 Convertible Note Financing.
(a) Between November, 1995 through April, 1996, the Registrant sold $1.18
million of 10% Convertible Notes due on December 31, 1997 convertible at
$7.72 per share along with approximately 46,000 detachable warrants
expiring on December 31, 2000, exercisable at $7.72 per share.
(b) The notes and warrants were sold to individuals, all of whom qualified
as accredited investors within the meaning of Regulation D promulgated
under the Securities Act.
(c) The notes and warrants were sold for a total aggregate consideration of
$1.18 million.
(d) Based upon representations of the purchasers of the notes and warrants,
the notes and warrants were offered and sold in reliance upon an exemption
from registration under Section 4(2) of the Securities Act and in
compliance with Rules 502 and 506 of Regulation D promulgated thereunder.
(e) Not applicable.
(f) Not applicable.
(ii) 1996 Convertible Note Financing.
(a) On May 8, 1996, the Registrant sold $3 million of 10% Convertible Notes
due June 30, 1999 with 0.4 million detachable warrants expiring on April
30, 2001, exercisable at $7.01 per share. The conversion price of the notes
has been established under a formula at $8.42 per share. Thereafter,
through the remainder of 1996, the Registrant sold $0.3 million of
additional notes and holders of $1.1 million of the notes due on December
31, 1997 exchanged their notes along with the detachable warrants issued in
conjunction with such notes for the notes due June 30, 1999 and the
detachable warrants issued with such notes. Therefore, a total of 0.6
million warrants were issued with the notes due June 30, 1999.
(b) The initial $3.0 million of the notes with warrants were sold to
venture capital funds each of which constituted an accredited investor
within the meaning of Regulation D under the Securities Act. All additional
notes with their detachable warrants were issued to individuals, all of
whom qualified as accredited investors within the meaning of Regulation D
under the Securities Act.
(c) The Company raised $3.3 million of additional capital from the sale of
the notes and converted approximately $1.1 million of the notes due on
December 31, 1997 for the notes due on June 30, 1999.
(d) Based upon representations of the purchasers of the notes and
accompanying warrants, the notes and such warrants were offered and sold in
reliance upon an exemption from registration under Section 4(2) of the
Securities Act and in compliance with Rules 502 and 506 of Regulation D
promulgated thereunder.
(e) Not applicable.
(f) Not applicable.
(iii) 1996 Series B Convertible Preferred Stock Financing.
(a) Commencing in November, 1996 through January, 1997, the Registrant sold
10,050 shares of $.01 par value Series B Convertible Preferred Stock
("Series B preferred stock"). The conversion price was tied to certain
future events subject to a minimum price of $8.42 and a maximum price of
$16.83 per share.
(b) The shares of Series B preferred stock were sold to individuals, all of
whom qualified as accredited investors within the meaning of Regulation D
promulgated under the Securities Act.
(c) The Registrant raised a total of $1 million from the sale of shares of
Series B preferred stock.
(d) Based upon representations of the purchasers of the shares of Series B
preferred stock, such shares were offered and sold in reliance upon an
exemption from registration under Section 4(2) of the Securities Act and in
compliance with Rules 502 and 506 promulgated thereunder.
(e) Not applicable.
(f) Not applicable.
(iv) 1997 Note Financings.
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(a) From January, 1997 through May, 1997, the Registrant sold 8% short term
notes having an aggregate face amount of $3.3 million which were
automatically convertible into equity securities to be issued in the
registrant's subsequent financing.
(b) The notes were sold to individuals and others, all of whom qualified as
accredited investors within the meaning of Regulation D promulgated under
the Securities Act.
(c) The Registrant raised $3.3 million from the sale of the Notes.
(d) Based upon representations of the purchasers of the notes, such notes
were offered and sold in reliance upon an exemption from registration under
Section 4(2) of the Securities Act and in compliance with Rules 502 and 506
promulgated thereunder.
(e) Not applicable.
(f) Not applicable.
(v) 1997 Series C Convertible Preferred Stock Financing.
(a) Effective as May 30, 1997, the Registrant sold 77,500 shares of $.01
par value Series C Convertible Preferred Stock ("Series C Preferred Stock")
along with approximately 368,000 detached warrants expiring on June 1, 2002
exercisable at $8.42 per share. The Series C Preferred Stock was
convertible at a rate of $8.42 per share. Additionally, 33,272 shares were
issued in exchange for $3 million of the notes due on June 30, 1999. After
such initial sale, the holders of the Series B Preferred Stock and the
convertible notes due June 30, 1999 were provided the right to exchange
their notes and shares for shares of Series C Preferred Stock and the
warrants issued in conjunction therewith. The short term notes issued
between January and May were also exchanged. As a result of these exchanges
an additional 56,321 shares of Series C Preferred Stock and approximately
.26 million warrants were issued.
(b) The shares were sold to individuals and institutional investors, all of
whom were accredited investors within the meaning of Regulation D
promulgated under the Securities Act.
(c) The initial 77,500 shares of Series C Preferred Stock which were issued
were sold to institutional investors, consisting of venture capital funds
and a strategic investor, all of whom qualified as accredited investors
within the meaning of Regulation D promulgated under the Securities Act.
(d) Based upon representations of the purchasers of the shares of Series C
Preferred Stock and warrants issued in conjunction therewith, such shares
and warrants were offered and sold in reliance upon an exemption from
registration under Section 4(2) of the Securities Act and in compliance
with Rules 502 and 506 of Regulation D promulgated thereunder.
(e) Not applicable.
(f) Not applicable.
(vi) 1997 Equipment Lease Facility.
(a) On June 3, 1997, the Registrant sold a $2 million 9% Senior Secured
Equipment Note due on June 1, 2001, along with detachable warrants for
10,500 shares of Series C Preferred Stock expiring on June 3, 2002,
exercisable at $100 per share.
(b) Dominion Fund IV, a Delaware limited partnership, purchased the notes
and warrants.
(c) The Registrant received an initial draw of $1.5 million upon the sale
of the note and has subsequently drawn an additional $.4 million under the
note.
(d) Dominion Fund IV qualifies as an accredited investor within the meaning
of Regulation D promulgated under the Securities Act and, therefore, the
notes and warrants sold to Dominion Fund IV were sold in reliance upon an
exemption from registration under Section 4(2) of the Securities Act and in
compliance with the Rules 502 and 506 promulgated under Regulation D.
(e) Not applicable.
(f) Not applicable.
(vii) March 31, 1998 Note Financing.
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(a) On March 31, 1998, the Registrant issued a $6 million 12.75% secured
promissory note due on March 30, 2003 with up to 222,765 detachable
warrants expiring on May 31, 2003, exercisable at $8.42 per share.
(b) Sirrom Capital Corporation purchased the notes and warrants.
(c) The Registrant netted $5.13 million from the sale of the note after the
escrow of the first year's interest due under the note of $765,000 and the
payment of certain expenses.
(d) Sirrom Capital Corporation qualifies as an accredited investor within
the meaning of Regulation D promulgated under the Securities Act and,
therefore, the notes and warrants sold to Sirrom Capital Corporation were
sold in reliance upon an exemption from registration under Section 4(2) of
the Securities Act and in compliance with the Rules 502 and 506 promulgated
under Regulation D.
(e) Not applicable.
(f) Not applicable.
(viii) June 30, 1998 Note Financing.
(a) On June 30, 1998, the Registrant issued a $2 million 12.75% secured
promissory note due on March 30, 2003 with up to 163,955 detachable
warrants expiring on May 31, 2003 exercisable at $8.42 per share.
(b) Sirrom Capital Corporation purchased the note along with the warrants.
(c) After escrow of the first year's interest due under the note of
$255,000 and payment of certain expenses, the Registrant received $1.7
million upon the sale of the note.
(d) Sirrom Capital Corporation qualifies as an accredited investor within
the meaning of Regulation D promulgated under the Securities Act and,
therefore, the notes and warrants sold to Sirrom Capital Corporation were
sold in reliance upon an exemption from registration under Section 4(2) of
the Securities Act and in compliance with the Rules 502 and 506 promulgated
under Regulation D.
(e) Not applicable.
(f) Not applicable.
(ix) 1998-1999 Series C Convertible Preferred Stock Financing.
(a) Between December 1998 and March 1999, the Registrant issued an
additional 102,632 shares of Series C Preferred Stock and contingent
warrants expiring in December 31, 2003 exercisable at $8.42 per share.
(b) The shares were issued to accredited investors within the meaning of
Regulation D. Of the aggregate 102,632 shares of Series C Preferred Stock,
51,560 shares were issued in December 1998 and 51,072 shares were issued
during January 9, 1999 through March 10, 1999. The following table presents
information regarding the issue date and number of shares for those
investors who purchased shares in 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
ISSUE SERIES C
SHAREHOLDER DATE PREFERRED STOCK
----------- ----- -------------------
<S> <C> <C>
Heckman, Stanley........................................... 1/9/99 1,000
Waterman, Richard M........................................ 1/9/99 1,000
Gillon, Peter.............................................. 1/11/99 1,000
Kaplan, Warren............................................. 1/11/99 250
Stopak, Carolyn............................................ 1/11/99 250
Sumberg, Steven M.......................................... 1/12/99 2,500
Muse, Robert Edward Sr..................................... 1/12/99 750
Kaufman, Mark.............................................. 1/19/99 3,500
Grodsky, Richard........................................... 1/19/99 1,800
Duncan Family Trust Dated 6/23/93.......................... 1/19/99 750
Romeo, John J. Jr.......................................... 1/19/99 540
Applebaum, Herbert Children's Trust Dated 10/9/86.......... 1/19/99 500
Buc, Lawrence G............................................ 1/19/99 500
Applebaum, Robert.......................................... 1/19/99 250
</TABLE>
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<TABLE>
<CAPTION>
NUMBER OF SHARES OF
ISSUE SERIES C
SHAREHOLDER DATE PREFERRED STOCK
----------- ----- -------------------
<S> <C> <C>
Drucker Family Trust Dated 10/29/87........................ 1/19/99 500
Ryback, Ralph.............................................. 1/19/99 500
Shangraw, R.F. Jr.......................................... 1/19/99 500
Steckler, J................................................ 2/12/99 500
Cahill, R. Jr.............................................. 2/22/99 4,250
Pank, T.................................................... 2/22/99 500
Fingerhut, B............................................... 2/25/99 1,000
Weaver, Lizabeth B......................................... 2/25/99 900
Snodgrass, F............................................... 2/25/99 300
Swan, Helen Snodgrass...................................... 2/25/99 200
Vietor, T. III............................................. 2/25/99 500
Boyle, R................................................... 2/25/99 300
Boyle, R................................................... 2/25/99 200
Interfin Group Inv......................................... 2/25/99 135
Interplacement Inv......................................... 2/25/99 135
Boyle, R................................................... 2/25/99 100
Aachen Syndicate........................................... 2/26/99 2,000
Leiber, I & Brown, A....................................... 2/26/99 1,000
Sadaka, J.................................................. 2/26/99 1,000
Woodland Partners.......................................... 2/26/99 1,000
Johnson, T................................................. 3/1/99 1,000
Landry, B.................................................. 3/1/99 400
Weaver Capital............................................. 3/2/99 1,730
Fox, J..................................................... 3/2/99 200
Cusick, M.................................................. 3/4/99 300
Hockman, H................................................. 3/4/99 250
Cusick, Isabel G........................................... 3/4/99 50
Cusick, Theodore P......................................... 3/4/99 50
Peabody, Barbara W......................................... 3/4/99 100
25 Broadway Realty......................................... 3/5/99 2,500
Newton, H.................................................. 3/5/99 2,500
Friesen, G................................................. 3/5/99 1,000
Rybeck, D.................................................. 3/5/99 500
Spalluto, E................................................ 3/5/99 500
Healey, J.................................................. 3/5/99 300
Liftin, J.................................................. 3/5/99 500
Mather Associates.......................................... 3/8/99 1,500
Apex Investment Fund III, L.P.............................. 3/10/99 2,343
Apex Strategic Partners, L.L.C............................. 3/10/99 2,038
Gordan, Cam................................................ 3/10/99 1,000
Gordan, Michael & Rene..................................... 3/10/99 1,000
Gordon & Associates........................................ 3/10/99 500
Drefus Family Fund......................................... 3/10/99 500
Apex Strategic Partners.................................... 3/10/99 157
Davis, B................................................... 3/10/99 44
</TABLE>
(c) The Registrant received $10.3 million from the sale of the shares.
(d) Based upon representations of the purchasers of the shares of Series C
Preferred Stock and warrants issued in conjunction therewith, such shares
were sold in reliance upon an exemption from registration under Section
4(2) of the Securities Act and in reliance on Rules 502 and 506 of
Regulation D promulgated thereunder.
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<PAGE> 8
(e) Not applicable.
(f) Not applicable.
ITEM 16. EXHIBITS
The exhibits and financial statement schedules filed as a part of the
Registration Statement are as follows:
<TABLE>
<S> <C>
(a) List of Exhibits
1.1* Form of Underwriting Agreement
3.1* Form of Amended and Restated Certificate of Incorporation of
Online Resources & Communications Corporation
3.2* Form of Amended and Restated Bylaws of Online Resources &
Communications Corporation
4.1* Specimen of Common Stock Certificate of Online Resources &
Communications Corporation
4.2* Form of warrants issued in 1995 in conjunction with bridge
notes
4.3* Form of warrants issued in 1995 and 1996 to purchasers of
notes due December 31, 1997
4.4* Form of warrants issued to purchasers of senior notes due
June 30, 1999
4.5* Form of warrants issued to purchasers of Series C preferred
stock in 1997
4.6* Form of warrants issued to Dominion Fund IV
4.7* Form of warrants issued in 1998 to Sirrom Capital
Corporation
4.8* Form of warrants issued to purchasers of Series C preferred
stock in 1998 and 1999
4.9* Form of warrants issued to placement agents
4.10* Registration Rights Agreement for purchasers of common stock
in 1995
4.11* Registration Rights Agreement for purchasers of Series C
preferred stock and Sirrom Capital Corporation
5.1* Opinion of Patton Boggs LLP regarding legality
10.1* Lease Agreement for premises at 7600 Colshire Drive, McLean,
Virginia
10.2* Online Resources & Communications Corporation 1989 Stock
Option Plan
10.3* Loan Agreement dated June 3, 1997 with Dominion Fund IV
10.4* Security Agreement Dated June 3, 1997 with Dominion Fund IV
10.5* Loan Agreement dated March 31, 1998 and amendment thereto
with Sirrom Capital Corporation
10.6* Security Agreement dated March 31, 1998 with Sirrom Capital
Corporation
10.7* Form of Stock Option Plan
23.1* Consent of Ernst & Young LLP, Independent Auditors
23.2* Consent of Patton Boggs LLP (included in Exhibit 5.1)
24.1* Powers of Attorney
27.1* Financial Data Schedule
</TABLE>
- ------------------
* Previously filed
(b) Financial Statement Schedule
Schedule II -- Valuation and Qualifying Account and Reserve is included in this
Registration Statement beginning on Page II-9.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(1) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final
adjudication of such issue.
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<PAGE> 9
(2) To provide to the underwriter at the closing specified in the
underwriting agreements certificates in such denominations and registered
in such names as required by the underwriter to permit prompt delivery to
each purchaser.
(3) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(4) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
II-8
<PAGE> 10
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment No. 4 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the County of Fairfax,
State of Virginia, on June 2, 1999.
ONLINE RESOURCES & COMMUNICATIONS
CORPORATION
By: /s/ MATTHEW P. LAWLOR
---------------------------------------
Name: Matthew P. Lawlor Title:
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ MATTHEW P. LAWLOR Chief Executive Officer and Chairman (Principal June 2, 1999
- -------------------------------------------------------- Executive Officer)
Matthew P. Lawlor
/s/ GEORGE E. NORTHUP* Senior Vice President, Chief Financial Officer June 2, 1999
- -------------------------------------------------------- (Principal Financial and Accounting Officer)
George E. Northup
/s/ THOMAS S. JOHNSON* Director June 2, 1999
- --------------------------------------------------------
Thomas S. Johnson
/s/ JOSEPH J. SPALLUTO* Director June 2, 1999
- --------------------------------------------------------
Joseph J. Spalluto
/s/ DAVID A. O'CONNOR* Director June 2, 1999
- --------------------------------------------------------
David A. O'Connor
/s/ BARRY F. FINGERHUT* Director June 2, 1999
- --------------------------------------------------------
Barry F. Fingerhut
/s/ GEORGE M. MIDDLEMAS* Director June 2, 1999
- --------------------------------------------------------
George M. Middlemas
/s/ MICHAEL K. LEE* Director June 2, 1999
- --------------------------------------------------------
Michael K. Lee
/s/ MICHAEL H. HEATH* Director June 2, 1999
- --------------------------------------------------------
Michael H. Heath
*By: /s/ MATTHEW P. LAWLOR June 2, 1999
- --------------------------------------------------------
Matthew P. Lawlor
Attorney-in-Fact
</TABLE>
II-9
