Room 4561
June 10, 2005
Mr. Alex P. Hart
President and Chief Executive Officer
Corillian Corporation
3400 NW John Olsen Place
Hillsboro, Oregon 97124
Re: Corillian Corporation
Registration Statement on Form S-4 filed May 12, 2005
File No. 333-124848
Form 10-K for the year ended December 31, 2004
File No. 0-29291
Intelidata Technologies Corporation
Form 10-K for the year ended December 31, 2004, as amended
File No. 0-21685
Dear Mr. Hart:
This is to advise you that we have limited our review of the
above registration statement and periodic filing to the matters
addressed in the comments below. No further review of the
registration statement and periodic filing has been or will be
made.
All persons who are by statute responsible for the adequacy and
accuracy of the registration statement are urged to be certain
that
all information required under the Securities Act and Exchange Act
has been included.
Where indicated, we think you should revise your documents
in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Corillian Corporation
Registration Statement on Form S-4
Letter to Stockholders of Intelidata
1. Please provide the exchange information with respect to a more
recent practicable date than March 31, 2005. Other than with
respect
to outstanding options, please also advise us whether you or
Intelidata envision the occurrence of any reasonable event between
now and the closing of the merger which would result in a material
increase or decrease in the number of shares of Intelidata common
stock outstanding.
2. Please disclose the economic purpose and effect the parties
sought
to achieve by using the number 4,918,032.78689 to compute the
share
exchange ratio. For example, was this number selected to ensure
that
Intellidata holders would receive an agreed-upon percentage of
Corillian`s equity? It does not appear necessary or informative
to
investors to recite this number or the arithmetical formula on the
cover page. Please revise the description of what shareholders
will
receive to state the aggregate price to be paid to the Intellidata
shareholders, and disclose more clearly the minimum amount of cash
and the minimum amount of stock that an Intellidata holder should
expect to receive if the merger is completed.
3. Provide a cross-reference to a discussion in the summary that
discloses the potential impact of changes in the parameters that
may
change the cash and stock payments received by each holder. This
information would be most useful if presented in tabular form,
showing deviations from a base case you select using assumptions
you
describe, as a result of a reasonable range of fluctuations in the
parameters. Use a market price as of the most recent practicable
date in computing the effect of options on the merger
consideration.
Also, disclose the impact of changes in the market price on the
merger consideration. You may wish to present this information on
a
per share or on a per 100 shares basis. If the changes in
contingency reserve, option exercises or other amounts would not
materially affect the minimum amounts of cash or stock that
shareholders should expect to receive, please indicate this.
Incorporation of Certain Documents by Reference
4. We note that you have incorporated certain filings by
reference.
Incorporation by reference of information required in a
registration
statement is only permitted when an item of the applicable form
authorizes the incorporation. See Rule 411 under the Securities
Act.
Pursuant to Items 11 and 15 and Instruction B of Form S-4,
information about the company being acquired may be incorporated
by
reference if such company meets the requirements of Form S-3.
Intelidata, however, does not appear to meet the requirements of
Form
S-3 because the aggregate market value of Intelidata`s common
stock
held by non-affiliates is less than $75 million. Please revise
your
disclosure to include the information required pursuant to Item 17
of
Form S-4.
Appendix C-Fairness Opinion of Wachovia Securities
5. We refer you to the third paragraph on page C-3. It is not
appropriate to exclude the shareholders of Intellidata and
Corillian
from the category of persons who are entitled to rely upon the
opinion. As holders of securities being asked to vote and
solicited
my means of the proxy statement, the shareholders of each company
may
rely upon the opinion and the summary thereof included in the
proxy
statement/prospectus. The exception described in the second
sentence
is ambiguous and should be removed.
Intelidata Technologies Corporation
Form 10-K for the fiscal year ended December 31, 2004, as amended
Item 9A. Controls and Procedures
6. We note your disclosure with respect to the material weaknesses
that were identified by management. Please provide additional
disclosure with respect to your material weaknesses. For example,
you state that you have insufficient personnel resources and
expertise resulting in your inability to resolve non-routine or
complex accounting matters without stating how your resources or
expertise are insufficient or specifying what non-routine or
complex
accounting matters you would have difficulty resolving. In
addition,
please discuss your plans as well as the actions you have taken,
if
any, to address your material weaknesses.
7. With respect to Intelidata`s disclosure on any changes in its
internal controls over financial reporting, Intelidata states that
other than the changes discussed previously in the Item, there was
no
change to internal controls. It does not appear, however, that
the
prior discussion contains any disclosure about any changes that
occurred in Intelidata`s internal controls during the quarter
ended
December 31, 2004. Please advise.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts related to your disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert the staff comments and the
declaration
of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act as they relate to the proposed public offering of the
securities
specified in the above registration statement. We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Daniel Lee at (202) 551-3477 with any
questions. If you need further assistance, you may contact me at
(202) 551-3462 or Barbara Jacobs, Assistant Director, at (202)
551-
3730.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Via Facsimile
Roy W. Tucker
M. Christopher Hall
Perkins Coie LLP
1120 NW Couch Street, 10th Floor
Portland, Oregon 97209
Telephone: (503) 727-2000
Facsimile: (503) 727-2222