SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 28, 2001
InteliData Technologies Corporation
(Exact Name of Registrant as Specified in its 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 5. OTHER EVENTS.
InteliData Technologies Corporation, a Delaware corporation
("InteliData"), closed on the private placement sale of an aggregate of
2,712,727 shares of its common stock for a price per share of $2.75 per share,
and warrants exercisable for the purchase of 1,356,364 shares of its common
stock, at an exercise price per share of $2.75 per share, resulting in gross
proceeds of approximately $7,460,000. The placement agent in the transaction
received approximately $447,600 in commissions and a warrant to purchase 271,273
shares of InteliData's common stock for a price per share of $2.75 per share.
Neither the shares nor the warrants sold have been registered under the
Securities Act of 1933 (the "Act"), and were offered in reliance upon the
exemption under Section 4(2) of the Act and the provisions of Regulation D
promulgated thereunder. The net funds raised will be used for general corporate
purposes.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated November 29, 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/ Alfred S. Dominick, Jr.
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Alfred S. Dominick, Jr.
President and Chief Executive Officer
Date: November 30, 2001
EXHIBIT 99.1
FOR IMMEDIATE RELEASE InteliData Contact:
November 29, 2001 Steve Mullins, CFO
INTD-01-24 smullins@intelidata.com
(703) 259-3000
INTELIDATA TECHNOLOGIES COMPLETES $7.46 MILLION PRIVATE PLACEMENT
RESTON, VA, November 29, 2001- InteliData Technologies Corp. (Nasdaq: INTD), a
pioneer in electronic banking and bill payment technology, today announced that
it has secured $7.46 million in gross proceeds through a private sale of
2,712,727 shares of its common stock to a group of institutional investors. The
financing included two-year warrants to purchase 1,356,364 additional shares,
which would result in an additional $3.73 million in gross proceeds to the
Company if exercised in their entirety. Stonegate Securities acted as placement
agent for the transaction.
The shares of the common stock sold in the placement have not been registered
under the Securities Act of 1933, as amended, and cannot be offered or sold
absent registration or an applicable exemption from registration. The Company
has agreed to promptly file a registration statement to register the shares for
resale.
"We are certainly pleased with the fact that we were able to bring several
institutional investors on board at a time when so many other technology
companies are finding it difficult to raise money in the capital markets," said
Al Dominick, InteliData's President and CEO. "This was a move to add to our
shareholders' and customers' confidence in being a part of InteliData's success
over the long haul."
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About InteliData
With a client list that includes 21 of the top 50 banks, InteliData offers
Spectrum certified EBPP products to banks, credit unions and financial
institution processors. InteliData's products offer a complete end-to-end
solution for distributing e-bills and e-payments through multiple delivery
channels, delivering e-bills to consumers, and enabling payment of bills through
multiple payment processors.
InteliData's Internet banking and card products provide large financial
institutions with unsurpassed scalability, flexibility and security in supplying
real-time, Internet based banking and card services to their customers.
Headquartered in Reston, Virginia, USA, InteliData is publicly traded (NASDAQ:
INTD) and its business partners include Spectrum EBP, ALLTEL and other industry
leaders. For more information, visit the company's web site at
www.intelidata.com.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995:
This release contains forward looking statements that are subject to risks and
uncertainties, including, but not limited to, risks associated with the
acquisition and assimilation of Home Account, the ability to continue funding
operating losses, the ability of the Company to complete product implementations
in required time frames and the Company's ability to increase its recurring
revenues and profits through its ASP business model, the impact of competitive
products, pricing pressure, product demand and market acceptance risks, pace of
consumer acceptance of home banking and reliance on the Company's bank clients
to increase usage of Internet banking by their customers, mergers and
acquisitions, risk of integration of the Company's technology by large software
companies, the ability of financial institution customers to implement
applications in the anticipated time frames or with the anticipated features,
functionality or benefits, reliance on key strategic alliances and newly
emerging technologies, the ability of the Company to leverage its Spectrum
relationship into new business opportunities in the EBPP market, the on-going
viability of the mainframe marketplace and demand for traditional mainframe
products, the ability to attract and retain key employees, the availability of
cash for long-term growth, product obsolescence, ability to reduce product
costs, fluctuations in operating results, delays in development of highly
complex products and other risks detailed from time to time in InteliData
filings with the Securities and Exchange Commission. These risks could cause the
Company's actual results for 2001 and beyond to differ materially from those
expressed in any forward looking statements made by, or on behalf of,
InteliData. InteliData is not under any obligation (and expressly disclaims an
obligation to) update or alter its forward-looking statements, whether as a
result of new information or otherwise.
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