SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/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
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(Exact name of registrant as specified in its charter)
Delaware 54-1820617
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(State of incorporation or organization) (IRS employer
identification no.)
11600 Sunrise Valley Drive
Suite 100
Reston, Virginia 20191
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(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
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None N/A
If this form relates to the registration of a class of securities pursuant to
Section 12 (b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12 (g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this
form relates: None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
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On March 31, 2005, InteliData Technologies Corporation (the "Company")
amended its Rights Agreement, dated as of January 21, 1998, as amended by
Amendment No. 1, dated as of May 24, 2000, between the Company and American
Stock Transfer & Trust Company, as Rights Agent. A copy of Amendment No. 2 to
the Rights Agreement is included as Exhibit 4.03 to this registration statement
and incorporated herein by reference.
Item 2. Exhibits.
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The following exhibits are filed as a part hereof:
4.01 Rights Agreement, dated as of January 21, 1998, between the Company
and American Stock Transfer & Trust Company, as Rights Agent.
(Incorporated herein by reference to the Company's Form 8-A as filed
on January 26, 1998.)
4.02 Amendment No. 1, dated as of May 24, 2000, to the Rights Agreement,
dated as of January 21, 1998, between the Company and American Stock
Transfer & Trust Company, as Rights Agent. (Incorporated herein by
reference to the Company's Form 8-A/A as filed on July 6, 2000.)
4.03 Amendment No.2, dated as of March 31, 2005, to the Rights Agreement,
dated as of January 21, 1998, as amended by Amendment No.1, dated as
of May 24, 2000, between the Company and American Stock Transfer &
Trust Company, as Rights Agent.
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/ Monique Marcus
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Monique Marcus
Vice President of Finance and Treasurer
Dated: April 22, 2005
EXHIBIT INDEX
Exhibit No. Description
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4.03 Amendment No. 2, dated as of March 31, 2005, to the Rights
Agreement, dated as of January 21, 1998, as amended by
Amendment No. 1, dated as of May 24, 2000, between the
Company and American Stock Transfer & Trust Company, as
Rights Agent.
Exhibit 4.03
AMENDMENT NO. 2 to the RIGHTS AGREEMENT
This Amendment No. 2, dated as of March 31, 2005 (this "Amendment No. 2"),
amends the Rights Agreement, dated as of January 21, 1998, as amended by
Amendment No. 1 thereto, dated as of May 24, 2000 (the "Rights Agreement"),
between InteliData Technologies Corporation, a Delaware corporation (the
"Company"), and American Stock Transfer & Trust Company, a New York corporation
(the "Rights Agent"), at the direction of the Company.
WHEREAS, the Board of Directors of the Company has authorized and declared
a dividend distribution of one Right for each outstanding share of Common Stock
of the Company to stockholders of record at the Close of Business on the Record
Date and has authorized the issuance of one Right (as such number may be
adjusted as provided in the Rights Agreement) for each share of Common Stock
that shall be issued between the Record Date and the earliest of the
Distribution Date, the Redemption Date or the Expiration Date unless the Board
of Directors provides to the contrary before or at the time of issuance of any
such Common Stock; and
WHEREAS, the Board of Directors of the Company has determined that it is in
the best interest of the Company and its shareholders to effect certain
amendments to the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement and subject to
certain limitations, the Company may, and the Rights Agent shall, if the Company
so directs, amend the Rights Agreement without the approval of any holders of
Rights; and
WHEREAS, the Board of Directors of the Company duly approved this Amendment
No. 2 on March 31, 2005; and
WHEREAS, the Company wishes to amend the Rights Agreement in the manner set
forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein, the parties thereto agree that the Rights Agreement is amended
as follows:
<page>
1. Amendment
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(a) All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given them in the Rights Agreement, and each reference
in the Rights Agreement to "this Agreement," "hereof," "herein," "hereunder" or
"hereby" and each other similar reference shall be deemed to refer to the Rights
Agreement as amended hereby. All references to the Rights Agreement in any other
agreement between or among any of the parties hereto relating to the
transactions contemplated by the Rights Agreement shall be deemed to refer to
the Rights Agreement as amended hereby.
(b) Section 1(a) is hereby amended and restated in its entirety as follows:
"(a) `Acquiring Person' shall mean any Person who or which, alone or
together with all Affiliates and Associates of such Person, shall at any
time be the Beneficial Owner of either or both of (i) 20% or more of the
shares of Common Stock then outstanding or (ii) 20% or more of the Rights
then outstanding, but shall not include: (a) the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or of any Subsidiary
of the Company, or any Person or entity organized, appointed or established
by the Company for or pursuant to the terms of any such plan; (b) any such
Person who has become and is such a Beneficial Owner solely because (1) of
a reduction in the aggregate number of shares of Common Stock outstanding
due to a repurchase of shares of Common Stock by the Company since the last
date on which such Person acquired Beneficial Ownership of any shares of
Common Stock or (2) it acquired such Beneficial Ownership of in the good
faith belief that such acquisition would not (A) cause such Beneficial
Ownership to equal or exceed 20% of the shares of Common Stock then
outstanding and such Person relied in good faith in computing the
percentage of its Beneficial Ownership on publicly filed reports or
documents of the Company that are inaccurate or out-of-date or (B)
otherwise cause a Distribution Date or the adjustment provided for in
Section 11(a) to occur; or (c) either Corillian Corporation (`Corillian')
or Wizard Acquisition Corporation as a result of the execution, delivery
and performance of the Agreement and Plan of Merger, dated as of March 31,
2005 (the `Merger Agreement'), among the Company, Corillian and Wizard
Acquisition Corporation or the consummation of the transactions
contemplated by the Merger Agreement (the `Merger').
Notwithstanding clause (b)(2) of the preceding sentence, if any Person
that is not an Acquiring Person due to such clause (b)(2) does not reduce
its percentage of Beneficial Ownership of shares of Common Stock to less
than 20% by the Close of Business on the fifth Business Day after notice
from the Company
<page>
(the date of notice being the first day) that such Person's Beneficial
Ownership of shares of Common Stock so equals or exceeds 20%, such Person
shall, at the end of such five Business Day period, become an Acquiring
Person (and such clause (b)(2) shall no longer apply to such Person). For
purposes of this definition, the determination whether any Person acted in
`good faith' shall be conclusively determined by the Board of Directors of
the Company, acting by a vote of those directors of the Company whose
approval would be required to redeem the Rights under Section 23."
(c) Section 1(l) is hereby amended and restated in its entirety as follows:
"(l) `Expiration Date' shall mean the earliest of (i) the close of
business on the Final Expiration Date, (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof, (iii) the Exchange Date or
(iv) immediately prior to the effective time of the Merger.
(d) Clause (w) of Section 13(a) is hereby amended and restated in its
entirety as follows:
"(w) the Company shall consolidate with, or merge with and into, any
other Person (other than pursuant to the Merger Agreement or with or into a
Subsidiary of the Company in a transaction that complies with Section 11(m)
hereof), and the Company shall not be the continuing or surviving
corporation of such consolidation or merger,"
(e) The first sentence of the fifth paragraph of Exhibit B to the Rights
Agreement is hereby amended and restated in its entirety as follows:
"The Rights are not exercisable until the Distribution Date and will
expire upon the earliest of (i) the close of business on January 21, 2008,
(ii) the time at which the Rights are redeemed or exchanged by the Company
as described below or (iii) immediately prior to the effective time of the
merger contemplated by the Agreement and Plan of Merger, dated as of March
31, 2005 (the `Merger Agreement')."
(f) Clause (i) of the seventh paragraph of Exhibit B to the Rights
Agreement is hereby amended and restated in its entirety as follows:
"(i) the Company is acquired in a merger, statutory share exchange, or
other business combination in which the Company is not the surviving
corporation (other than pursuant to the Merger Agreement),"
<page>
2. Miscellaneous
(a) Governing Law. This Amendment No. 2 shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed entirely within the State of
Delaware.
(b) Counterparts. This Amendment No. 2 may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
(c) Severability. If any term, provision, covenant or restriction of this
Amendment No. 2 is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment No. 2 shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
(d) Existing Terms. The existing terms and conditions of the Rights
Agreement shall remain in full force and effect except as such terms and
conditions are specifically amended or conflict with the terms of this Amendment
No. 2.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed, all as of the day and year first above written.
INTELIDATA TECHNOLOGIES CORPORATION
By: /s/ Monique L. Marcus
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Name: Monique L. Marcus
Title: Vice President of Finance and
Treasurer
AMERICAN STOCK TRANSFER &
TRUST COMPANY, as Rights Agent
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President