SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 11, 2001
InteliData Technologies Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 000-21685 54-1820617
(State of Incorporation) (Commission File Number) (IRS Employer)
Identification No.)
11600 Sunrise Valley Drive
Suite 100
Reston, Virginia 20191
(Address of principal executive offices)
(703) 259-3000
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 11, 2001, InteliData Technologies Corporation (the
"Company") acquired Home Account Holdings, Inc. ("Home Account") and its
operating subsidiary, Home Account Network, Inc., pursuant to an agreement and
plan of merger whereby a wholly-owned subsidiary of the Company merged with and
into Home Account, with Home Account survivingthe merger as the Company's
wholly-owned subsidiary.
Home Account is an application services and software provider to financial
institutions for the delivery of financial products and services over the
Internet. Home Account provides a suite of industry leading UNIX-based Internet
banking and Electronic Bill Presentment and Payment (EBPP) products and services
in an Application Services Provider (ASP) environment.
Pursuant to the merger agreement, the Company purchased Home Account
for approximately $320,000 in cash and 6,900,000 shares of Company common stock
valued at closing at $5.25 per share, representing an aggregate consideration of
approximately $36.5 million. The source of funds for the cash portion of the
acquisition is the Company's working capital.
The purchase price was the result of arm's-length negotiation between
the Company and Home Account, based on the Company's evaluation of the fair
market value of Home Account's business, including its revenues. The Company
intends that the assets of Home Account will be used by the Company in a manner
generally consistent with the use of such assets by Home Account immediately
prior to the consummation of the acquisition.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is impracticable for the Company currently to provide the required
financial statements for Home Account required by Item 7(a). Pursuant
to paragraph (a)(4) of Item 7 of Form 8-K, the financial statements of
Home Account required to be filed under paragraph (a) of this Item 7
will be filed as soon as practicable, but not later than required by
Item 7 of Form 8-K.
(b) Pro Forma Financial Information.
It is impracticable for the Company currently to provide the pro forma
financial information with respect to the acquisition of Home Account
by the Company required by this Item 7(b). Pursuant to paragraphs
(b)(2) and (a)(4) of Item 7, the pro forma financial statements
required to be filed under paragraph (b) of this Item 7 will be filed
as soon as practicable, but not later than required by paragraphs
(b)(2) and (a)(4) of Item 7 of Form 8-K.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated January 11, 2001, by and
among Intelidata Technologies Corporation, InteliData Merger Sub,
Inc., Home Account Holdings, Inc., and Edward F. Glassmeyer and
Ronald Terry, each in his capacity as representative of the
stockholders of Home Account.
4.1 Registration Rights Agreement, dated January 11, 2001, by
and among Intelidata Technologies Corporation and the holders of
common stock
listed on Exhibit A attached thereto.
10.1 Merger Consideration Escrow Agreement, dated January 11, 2001, by
and among InteliData Technologies Corporation, Home Account
Holdings, Inc., Edward Glassmeyer and Ronald Terry, each in his
capacity as representative of the stockholders of Home Account,
and SunTrust Bank, Richmond, Virginia, as Escrow Agent.
10.2 Indemnity Escrow Agreement, dated January 11, 2001, by and
among InteliData Technologies Corporation, Home Account Holdings,
Inc., Edward Glassmeyer and Ronald Terry, each in his capacity as
representative of the stockholders of Home Account, and SunTrust
Bank, Richmond, Virginia, as Escrow Agent.
10.3 Note and Fee Exchange Agreement, dated January 11, 2001, by
and among InteliData Technologies Corporation, Home Account
Holdings, Inc., U.S. Bancorp Piper Jaffray and the persons listed
on Exhibit A thereto.
99.1 Press Release dated January 12, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
InteliData Technologies Corporation
(Registrant)
By: /s/ Albert N. Wergley
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Albert N. Wergley
Vice President
Date: January 26, 2001