UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT #1
to
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission file number 0-29291
Corillian Corporation
(Exact name of registrant as specified in its charter)
| Oregon (State or other Jurisdiction of Incorporation or Organization) | 91-1795219 (I.R.S. Employer Identification Number) | |
3400 NW John Olsen Place Hillsboro, Oregon (Address of principal executive offices) | 97124 (Zip Code) |
(503) 629-3300
(Telephone number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value (title of class)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes /x/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or in any amendment to this Form 10-K. / /
The aggregate market value of the voting and nonvoting common stock held by non-affiliates as of March 16, 2001 was $134,538,712 based on the closing price of the Common Stock as reported on the Nasdaq Stock Market for that date. There were 34,425,952 shares of the Registrant's Common Stock issued outstanding on March 16, 2001.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the Registrant's definitive proxy statement relating to the annual meeting of shareholders to be held on May 8, 2001, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.
Item 14. Financial Statements, Financial Statement Schedules, Exhibits and Reports on Form 8-K
All consolidated financial statements of the Company as set forth under Item 8 of this Report.
Financial statement schedules have been omitted because the information required to be set forth therein is not applicable or is included in the Consolidated Financial Statement notes thereto.
The exhibits listed on the accompanying index to exhibits immediately following the financial statement schedule are filed as part of, or incorporated by reference into, this Form 10-K.
| Exhibit No. | Description | |
|---|---|---|
2.1 | * | Stock Purchase Agreement, dated as of November 24, 2000, by and among Corillian Corporation, Hatcher and the Shareholders of Hatcher (incorporated by reference from Exhibit 2.1 of Corillian's report on Form 8-K filed on December 7, 2000) |
2.2 | * | Escrow Agreement, dated as of November 24, 2000, by and among Corillian Corporation, all of the Shareholders of Hatcher, Scott C. Collins, as agent and representative of the Shareholders of Hatcher, and ChaseMellon Shareholder Services, L.L.C., as escrow agent (incorporated by reference from Exhibit 2.2 of Corillian's report on Form 8-K filed on December 7, 2000) |
3.1 | * | Articles of Incorporation (incorporated by reference to Exhibit 3.2 of Corillian's Form S-1, as amended, File No. 333-95513) |
3.2 | * | Bylaws (incorporated by reference to Exhibit 3.4 of Corillian's Form S-1, as amended, File No. 333-95513) |
4.1 | * | Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 of Corillian's Form S-1, as amended, File No. 333-95513) |
4.2 | * | Form of Warrant Issued to Bank One |
10.1 | * | Corillian's Amended and Restated 2000 Stock Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of Corillian's report on Form 10-Q for the quarter ended September 30, 2000) |
10.2 | * | Corillian's 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of Corillian's Form S-1, as amended, File No. 333-95513) |
10.3 | * | Corillian's Amended and Restated 1997 Stock Option Plan (incorporated by reference to Exhibit 10.3 of Corillian's report on Form 10-Q for the quarter ended September 30, 2000) |
10.4 | * | Lease between Carramerica Realty Corporation and Corillian, dated May 22, 2000 (incorporated by reference to Exhibit 10.1 of Corillian's report on Form 10-Q for the quarter ended March 31, 2000) |
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10.5 | * | Loan Agreement between Corillian Corporation and Silicon Valley Bank, dated November 9, 2000 |
10.6 | * | Sub-underlease among Systems Union Limited, Corillian International Limited and Corillian Corporation, dated February 8, 2001 |
10.7 | * | Master Loan and Security Agreement between Corillian and Transamerica Business Credit Corporation, dated as of January 28, 2000 (incorporated by reference to Exhibit 10.7 of Corillian's Form S-1, as amended, File No. 333-95513) |
10.8 | * | Form of Stock Option Agreement with certain employees (incorporated by reference to Exhibit 10.9 of Corillian's report on Form 10-Q for the quarter ended September 30, 2000) |
10.9 | * | Voyager License Agreement between Registrant and Wachovia Operational Services Corporation, dated December 21, 1999 (incorporated by reference to Exhibit 10.4 of Corillian's Form S-1, as amended, File No. 333-95513) |
10.10 | * | Employment Agreement, dated as of November 24, 2000, between Corillian Corporation and David Hatcher (incorporated by reference from Exhibit 10.10 of Corillian's report on Form 8-K filed on December 7, 2000) |
10.11 | * | Form of Severance Agreement with Ashok Sharma, Graham Rose, William Shrimpton, Gene Bates and Melvin Gevisser (incorporated by reference from Exhibit 10.11 of Corillian's report on Form 8-K filed on December 7, 2000) |
10.12 | * | Employment Agreement, dated as of January 23, 2001, between Corillian Corporation and Alex Hart |
21.1 | * | Subsidiaries of the Company |
23.1 | Consent of KPMG LLP, independent auditors | |
24.1 | * | Power of Attorney (see page 35). |
Report on Form 8-K regarding the acquisition of Hatcher Associates Inc. as filed with the Securities and Exchange Commission on December 7, 2000. Amendment No. 1 to this Form 8-K was filed with the Securities and Exchange Commission on February 1, 2001.
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Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 26, 2001.
| CORILLIAN CORPORATION | ||||
By: | /s/ STEVEN SIPOWICZ Steven Sipowicz Chief Financial Officer (Principal Financial and Accounting Officer) | |||
Each person whose individual signature appears below hereby authorizes and appoints Steven Sipowicz and Alex Hart, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 26, 2001 by the following persons on behalf of the Registrant and in the capacities indicated.
| Signature | Capacities | |
|---|---|---|
/s/ TED F. SPOONER Ted F. Spooner | Chief Executive Officer and Director Principal Executive Officer | |
/s/ STEVEN SIPOWICZ Steven Sipowicz | �� | Chief Financial Officer Principal Financial and Accounting Officer |
/s/ ROBERT G. BARRETT Robert G. Barrett | Director | |
/s/ ALEX P. HART Alex P. Hart | Director |
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/s/ ROBERT HURET Robert Huret | Director | |
/s/ EDMUND P. JENSEN Edmund P. Jensen | Director | |
/s/ JOHN B. MCCOY John B. McCoy | Director | |
/s/ RAVI MOHAN Ravi Mohan | Director | |
/s/ JAY N. WHIPPLE III Jay N. Whipple III | Director | |
/s/ ANDREW WHITE Andrew White | Director |
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| Exhibit No. | Description | |
|---|---|---|
2.1 | * | Stock Purchase Agreement, dated as of November 24, 2000, by and among Corillian Corporation, Hatcher and the Shareholders of Hatcher (incorporated by reference from Exhibit 2.1 of Corillian's report on Form 8-K filed on December 7, 2000) |
2.2 | * | Escrow Agreement, dated as of November 24, 2000, by and among Corillian Corporation, all of the Shareholders of Hatcher, Scott C. Collins, as agent and representative of the Shareholders of Hatcher, and ChaseMellon Shareholder Services, L.L.C., as escrow agent (incorporated by reference from Exhibit 2.2 of Corillian's report on Form 8-K filed on December 7, 2000) |
3.1 | * | Articles of Incorporation (incorporated by reference to Exhibit 3.2 of Corillian's Form S-1, as amended, File No. 333-95513) |
3.2 | * | Bylaws (incorporated by reference to Exhibit 3.4 of Corillian's Form S-1, as amended, File No. 333-95513) |
4.1 | * | Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 of Corillian's Form S-1, as amended, File No. 333-95513) |
4.2 | * | Form of Warrant Issued to Bank One |
10.1 | * | Corillian's Amended and Restated 2000 Stock Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of Corillian's report on Form 10-Q for the quarter ended September 30, 2000) |
10.2 | * | Corillian's 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of Corillian's Form S-1, as amended, File No. 333-95513) |
10.3 | * | Corillian's Amended and Restated 1997 Stock Option Plan (incorporated by reference to Exhibit 10.3 of Corillian's report on Form 10-Q for the quarter ended September 30, 2000) |
10.4 | * | Lease between Carramerica Realty Corporation and Corillian, dated May 22, 2000 (incorporated by reference to Exhibit 10.1 of Corillian's report on Form 10-Q for the quarter ended March 31, 2000) |
10.5 | * | Loan Agreement between Corillian Corporation and Silicon Valley Bank, dated November 9, 2000 |
10.6 | * | Sub-underlease among Systems Union Limited, Corillian International Limited and Corillian Corporation, dated February 8, 2001 |
10.7 | * | Master Loan and Security Agreement between Corillian and Transamerica Business Credit Corporation, dated as of January 28, 2000 (incorporated by reference to Exhibit 10.7 of Corillian's Form S-1, as amended, File No. 333-95513) |
10.8 | * | Form of Stock Option Agreement with certain employees (incorporated by reference to Exhibit 10.9 of Corillian's report on Form 10-Q for the quarter ended September 30, 2000) |
10.9 | * | Voyager License Agreement between Registrant and Wachovia Operational Services Corporation, dated December 21, 1999 (incorporated by reference to Exhibit 10.4 of Corillian's Form S-1, as amended, File No. 333-95513) |
10.10 | * | Employment Agreement, dated as of November 24, 2000, between Corillian Corporation and David Hatcher (incorporated by reference from Exhibit 10.10 of Corillian's report on Form 8-K filed on December 7, 2000) |
10.11 | * | Form of Severance Agreement with Ashok Sharma, Graham Rose, William Shrimpton, Gene Bates and Melvin Gevisser (incorporated by reference from Exhibit 10.11 of Corillian's report on Form 8-K filed on December 7, 2000) |
10.12 | * | Employment Agreement, dated as of January 23, 2001, between Corillian Corporation and Alex Hart |
21.1 | * | Subsidiaries of the Company |
23.1 | Consent of KPMG LLP, independent auditors | |
24.1 | * | Power of Attorney (see page 35). |
