<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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.)
</TABLE>
7600 COLSHIRE DRIVE
MCLEAN, VIRGINIA 22102
(703) 394-5100
(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>
------------------------
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. [X] 333-74777
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. [ ]
---------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED PRICE(1) REGISTRATION FEE
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------
Common Stock, par value $.0001 per
share $ 3,565,000 $ 991.07
========================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o).
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- --------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed by Online Resources &
Communications Corporation (the "Registrant") pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended. The Registrant hereby
incorporates by reference into this Registration Statement on Form S-1 the
contents of the Registrant's Registration Statement on Form S-1 (File No.
333-74777) declared effective on June 3, 1999 by the Securities and Exchange
Commission (the "Commission") including each of the documents filed or deemed
included by the Registrant with the Commission therein.
<PAGE> 3
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Fairfax, State of
Virginia, on June 4, 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 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 4, 1999
- -------------------------------------------------------- Executive Officer)
Matthew P. Lawlor
/s/ GEORGE E. NORTHUP* Senior Vice President, Chief Financial Officer June 4, 1999
- -------------------------------------------------------- (Principal Financial and Accounting Officer)
George E. Northup
/s/ THOMAS S. JOHNSON* Director June 4, 1999
- --------------------------------------------------------
Thomas S. Johnson
/s/ JOSEPH J. SPALLUTO* Director June 4, 1999
- --------------------------------------------------------
Joseph J. Spalluto
/s/ DAVID A. O'CONNOR* Director June 4, 1999
- --------------------------------------------------------
David A. O'Connor
/s/ BARRY F. FINGERHUT* Director June 4, 1999
- --------------------------------------------------------
Barry F. Fingerhut
/s/ GEORGE M. MIDDLEMAS* Director June 4, 1999
- --------------------------------------------------------
George M. Middlemas
/s/ MICHAEL K. LEE* Director June 4, 1999
- --------------------------------------------------------
Michael K. Lee
/s/ MICHAEL H. HEATH* Director June 4, 1999
- --------------------------------------------------------
Michael H. Heath
*By: /s/ MATTHEW P. LAWLOR June 4, 1999
- --------------------------------------------------------
Matthew P. Lawlor
Attorney-in-Fact
</TABLE>
<PAGE> 1
Exhibit 5.1
June 4, 1999
Online Resources & Communications Corporation
7600 Colshire Drive
McLean, Virginia 22102
Re: Online Resources & Communications Corporation Registration
Statement on Form S-1
Ladies and Gentlemen:
You have requested our opinion, as counsel for Online Resources &
Communications Corporation, a Delaware corporation (the "Company"), in
connection with the registration statement on Form S-1 (the "Abbreviated
Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), for the registration of $3,565,000 of Common Stock, par value $.0001 per
share, of the Company (the "Common Stock"). The Abbreviated Registration
Statement relates to the same class of securities registered pursuant to the
Company's Registration Statement on Form S-1 (File No. 333-74777) declared
effective on June 3, 1999 (the "Initial Registration Statement").
The Abbreviated Registration Statement, together with the Initial
Registration Statement, relates to an offering of up to $49,910,000 of Common
Stock, all of which are being sold by the Company.
We have examined such records and documents and made such examinations
of law as we have deemed relevant in connection with this opinion. It is our
opinion that, when there has been compliance with the Act and the applicable
state securities laws, the shares of Common Stock to be sold by the Company,
when issued, delivered, and paid for in the manner described in the form of
underwriting agreement, filed as Exhibit 1.1 to the Initial Registration
Statement, will be legally issued, fully paid and nonassessable.
<PAGE> 2
Online Resources & Communications Corporation
June 4, 1999
Page 2
We express no opinion as to the laws of any
jurisdiction other than the State of Delaware and the federal
laws of the United States of America. We hereby consent to the
filing of this opinion as an exhibit to the Registration
Statement, and to the reference to our firm under the caption
"Legal Matters" contained in the Prospectus included in the
Initial Registration Statement.
Very truly yours,
PATTON BOGGS LLP
By:/s/ Mary M. Sjoquist
-----------------------------
Mary M. Sjoquist
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-1 No. 333-74777) and related Prospectus of
Online Resources & Communications Corporation and to the incorporation by
reference of our reports dated February 26, 1999, except for Note 11, as to
which the date is May 2, 1999, in this Registration Statement (Form S-1 No.
333- ) of Online Resources & Communications Corporation included in the
Registration Statement (Form S-1 No. 333-74777) and related Prospectus of
Online Resources & Communications Corporation filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Vienna, Virginia
June 4, 1999
