SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE
ACT OF 1934
InteliData Technologies Corporation
(Exact name of registrant as specified in its charter)
Delaware 54-1820617
(State of incorporation or organization) (IRS employer
identification no.)
13100 Worldgate Drive, Suite 600
Herndon, Virginia 20170
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on
which
to be so registered each class is to be
registered
None N/A
Securities to be registered pursuant to Section 12(g) of the
Act:
Preferred Stock Purchase Rights
(Title of class)
Item 1. Description of Registrant's Securities to be
Registered.
On January 21, 1998, the Board of Directors of
InteliData Technologies Corporation, a corporation organized
under the laws of the State of Delaware (the "Company"),
approved a Rights Agreement, dated as of and to be effective
on January 21, 1998 (the "Rights Agreement"), between the
Company and American Stock Transfer & Trust Company, as
Rights Agent, having the principal terms summarized below.
In accordance with the Rights Agreement, the Board also
declared a dividend distribution of one Right for each
outstanding share of common stock (the "Common Stock"), of
the Company to stockholders of record at the close of
business on February 6, 1998 (the "Record Date").
Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of the
Company's Series A Cumulative Preferred Stock ("Preferred
Stock"). Each one one-thousandth of a share (a "Unit") of
Preferred Stock is structured to be the equivalent of one
share of Common Stock of the Company ("Common Stock").
Stockholders will receive one Right per share of Common
Stock held of record at the close of business on the Record
Date. The exercise price of the Right will be $13.00
subject to adjustment (the "Purchase Price").
Rights will also attach to shares of Common Stock
issued after the Record Date but prior to the Distribution
Date unless the Board of Directors determines otherwise at
the time of issuance. The description and terms of the
Rights are set forth in the Rights Agreement.
The Rights will be appurtenant to the shares of Common
Stock and will be evidenced by Common Stock certificates,
and no separate certificates evidencing the Rights (the
"Rights Certificates") will be distributed initially. The
Rights will separate from the Common Stock and a
distribution of the Rights Certificates will occur (the
"Distribution Date") upon the earlier of (i) 10 days
following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding shares of Common
Stock (the "Stock Acquisition Date"), or (ii) 10 business
days following the commencement of a tender offer or
exchange offer that would result in a person or group
beneficially becoming an Acquiring Person. Until the
Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) any Common
Stock certificates issued will contain a notation
incorporating the Rights Agreement by reference and (iii)
the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the
Rights associated with the Common Stock represented by such
certificates.
WorldCorp, Inc. ("WorldCorp"), the beneficial owner of
approximately 29% of the Company's Common Stock, as of the
date hereof, is specifically excluded from the definition of
Acquiring Person, subject to certain conditions. WorldCorp
shall be deemed an Acquiring Person, if at any time during
which WorldCorp beneficially owns 20% or more of the Common
Stock, (i) there is not a majority of Continuing Directors
(as defined below) currently serving on the Board of
Directors of WorldCorp, (ii) the slate of directors
nominated for election to the Board of WorldCorp, whose
nomination was recommended or approved by the majority of
the Continuing Directors of WorldCorp serving at the time of
such nomination or election, at any annual or special
meeting of the stockholders called for the purpose of
electing directors, shall not be elected or (iii) a slate
of directors not nominated by the majority of Continuing
Directors of WorldCorp serving at the time of such
nomination or election shall be elected at such meeting.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on January 21,
2008, unless earlier redeemed or exchanged by the Company as
described below. As soon as practicable after the
Distribution Date, Rights Certificates will be mailed to
holders of record of the Common Stock as of the close of
business on the Distribution Date, and thereafter such
separate Rights Certificates alone will represent the
Rights.
While each Right will initially provide for the
acquisition of one Unit of Preferred Stock at the Purchase
Price, the Agreement provides that if any person becomes an
Acquiring Person, proper provision shall be made so that
each holder of a Right (except as set forth below) will
thereafter have the right to receive, upon exercise and
payment of the Purchase Price, Preferred Stock or, at the
option of the Company, Common Stock (or, in certain
circumstances, cash, property or other securities of the
Company) having a value equal to twice the amount of the
Purchase Price.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger,
statutory share exchange, or other business combination in
which the Company is not the surviving corporation, or (ii)
50% or more of the Company's assets or earning power is sold
or transferred, each holder of a Right (except as set forth
below) shall thereafter have the right to receive, upon
exercise and payment of the Purchase Price, common stock of
the acquiring company having a value equal to twice the
Purchase Price. The events set forth in this paragraph and
in the immediately preceding paragraph are referred to as
the "Triggering Events."
Upon the occurrence of a Triggering Event that entitles
Rights holders to purchase securities or assets of the
Company, Rights that are or were owned by the Acquiring
Person, or any affiliate or associate of such Acquiring
Person, on or after such Acquiring Person's Stock
Acquisition Date shall be null and void and shall not
thereafter be exercised by any person (including subsequent
transferees). Upon the occurrence of a Triggering Event
that entitles Rights holders to purchase common stock of a
third party, or upon the authorization of an Exchange,
Rights that are or were owned by any Acquiring Person or any
affiliate or associate of any Acquiring Person on or after
such Acquiring Person's Stock Acquisition Date shall be null
and void and shall not thereafter be exercised by any person
(including subsequent transferees).
The Purchase Price payable, and the number of shares of
Preferred Stock, Common Stock or other securities or
property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution.
At any time (including a time after any person becomes
an Acquiring Person), the Company may exchange all or part
of the Rights (except as set forth below) for shares of
Common Stock (an "Exchange") at an exchange ratio of one
share per Right, as appropriately adjusted to reflect any
stock split or similar transaction.
At any time until ten days following the Stock
Acquisition Date, the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). Under certain circumstances set forth
in the Rights Agreement, the decision to make an Exchange or
to redeem the Rights shall require the concurrence of a
majority of the Continuing Directors (as defined below).
Additionally, the Company may thereafter but prior to the
occurrence of a Triggering Event redeem the Rights in whole,
but not in part, at the Redemption Price provided that such
redemption is incidental to a merger or other business
combination transaction involving the Company that is
approved by a majority of the Continuing Directors, does not
involve an Acquiring Person, and in which all holders of
Common Stock are treated alike. After the redemption period
has expired, the Company's right of redemption may be
reinstated if an Acquiring Person reduces his beneficial
ownership to less than 10% of the outstanding shares of
Common Stock in a transaction or series of transactions not
involving the Company. Immediately upon the action of the
Board ordering redemption of the Rights, with, where
required, the concurrence of the Continuing Directors, the
Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The term "Continuing Directors" means any member of the
Board, or the Board of Directors of WorldCorp (the
"WorldCorp Board"), as the case may be, who was a member of
the Board or the WorldCorp Board, immediately before the
adoption of the Rights Agreement, and any person who is
subsequently elected to the Board or the WorldCorp Board, if
such person is recommended or approved by a majority of the
Continuing Directors, but does not include an Acquiring
Person, or an affiliate or associate of an Acquiring Person,
or any representative of the foregoing entities.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to
receive dividends. While the distribution of the Rights will
not be taxable to stockholders or to the Company,
stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become
exercisable for Preferred Stock (or other consideration) of
the Company or for common stock of the acquiring company as
set forth above.
Other than certain provisions relating to the principal
economic terms of the Rights, any of the provisions of the
Rights Agreement may be amended by the Board prior to the
Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the
Board (in certain circumstances, only with the concurrence
of the Continuing Directors) in order to cure any ambiguity,
to make certain other changes that do not adversely affect
the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen any time
period under the Rights Agreement; provided, however, no
amendment to adjust the time period governing redemption may
be made at such time as the Rights are not redeemable.
The Rights Agreement (which includes as Exhibit A the
form of Rights Certificate) is attached to this Registration
Statement as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is
qualified in its entirety by reference to the Rights
Agreement and its exhibits.
Item 2. Exhibits.
The following exhibits are filed as a part hereof:
1. Rights Agreement, dated as of January 21, 1997
between the Company and American Stock Trust &
Transfer Company, as Rights Agent.
2. Form of Rights Certificate, included as Exhibit A to
the Rights Agreement.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
INTELIDATA TECHNOLOGIES CORPORATION
(Registrant)
By: /s/John C. Backus, Jr.
John C. Backus, Jr.
President and
Chief Executive Officer
Dated: January 22, 1998
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Pages
1 Rights Agreement, dated as of
January 21, 1998 between the Company and
American Stock Transfer & Trust Company, as
Rights Agent
2 Form of Rights Certificate
(included as Exhibit A to the Rights
Agreement)