UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20429
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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) May 10, 2005
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INTELIDATA TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in charter)
Delaware 000-21685 54-1820617
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(State or other jurisdiction (Commission file (IRS employer
of incorporation) number) identification no.)
11600 Sunrise Valley Drive, Suite 100, Reston, Virginia 20191
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (703) 259-3000
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Not applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
X Written communications pursuant to Rule 425 under the Securities Act (17
- ---- CFR 230.425)
X Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
- ---- 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
- ---- Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
- ---- Exchange Act (17 CFR 240.13e-4(c))
Section 2 -- Financial Information
Item 2.02. Results of Operations and Financial Condition.
On May 10, 2005, the Company issued a press release reporting its results
of operations and financial condition for the three months ended March 31, 2005.
A copy of this press release is furnished as Exhibit 99.1 hereto and
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in
Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not
be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liability of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such a filing.
Section 9 -- Financial Statements and Exhibits
Item 9.01. Financial Statement and Exhibits.
(c) Exhibits.
99.1 Press release, dated May 10, 2005, issued by InteliData
Technologies Corporation.
SIGNATURE
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.
Date: May 11, 2005
INTELIDATA TECHNOLOGIES CORPORATION
By: /s/ Monique L. Marcus
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Name: Monique L. Marcus
Title: Vice President, Finance & Treasurer
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit Number Exhibit
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99.1 Press release, dated March 31, 2005, issued by InteliData
Technologies Corporation.
<page>
Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Alfred S. Dominick, Jr.
May 10, 2005 Chief Executive Officer
(703) 259-3000
INTELIDATA REPORTS FIRST QUARTER RESULTS
RESTON, VA, May 10, 2005 - InteliData Technologies Corp. (Nasdaq: INTD), a
leading provider of electronic bill payment and presentment ("EBPP")
technologies, today announced financial results for the three-month period ended
March 31, 2005.
Revenues for the first quarter of 2005 totaled $2,944,000, a decrease of
$648,000 from the $3,592,000 reported for the first quarter of 2004.
Gross profit for the three-month period ended March 31, 2005 totaled
$1,687,000 with a resulting gross margin of 57%. This compares to a gross profit
of $1,812,000 and a gross margin of 50% for the same period in 2004.
The net losses for the three-month periods ended March 31, 2005 and 2004
were $1,920,000, or $0.04 per share, and $1,533,000, or $0.03 per share,
respectively.
Cash and cash equivalents as of March 31, 2005 totaled $1,253,000, compared
to $3,223,000 as of year-end 2004. Because the Company has recurring losses from
operations and is experiencing difficulty in generating cash flow, there is
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are described in the quarterly report on Form
10-Q.
As previously announced, the Company entered into a definitive agreement to
be acquired by Corillian Corporation on March 31, 2005. Under the terms of the
merger agreement, the purchase consideration for the Company is approximately
$19.2 million, subject to adjustment. Under the terms of the agreement, each
outstanding share of the Company's common stock will be converted into the right
to receive 0.0954 of a share of Corillian's common stock and $0.0844 in cash
without interest, subject to adjustment. The closing of this transaction is
subject to, among other things, the
<page>
effectiveness of the proxy statement/prospectus on Form S-4 to be filed with the
Securities and Exchange Commission and approval of the Company's stockholders.
"We are working with Corillian on plans to allow for a seamless transition
for our customers and employees," said Alfred S. Dominick, Jr., Chairman and
CEO. "We are also developing joint sales strategies to market the combined
company and its products to existing customers and prospects. The transition
plans and the coordination are designed to facilitate an orderly cutover and a
merger that will be immediately accretive to earnings. We continue to believe
that this transaction is in the best interests of our shareholders, our
customers, and our employees."
The attached financial information compares the results of operations for
the three-month periods ended March 31, 2005 to the same periods in 2004 and the
balance sheets as of March 31, 2005 and December 31, 2004.
About InteliData Technologies Corporation
With over a decade of experience, InteliData provides online banking and
electronic bill payment and presentment ("EBPP") technologies and services to
leading banks, credit unions, financial institution processors and credit card
issuers. The Company develops and markets software products that offer proven
scalability, flexibility and security in supplying real-time, Internet-based
banking services to its customers. Visit the Company's Web site at
www.InteliData.com.
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"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995:
This release contains forward-looking statements within the meaning of the
Securities Act of 1933, the realization of which may be impacted by the factors
discussed below. These forward-looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 (the
"Act"). The Company cautions readers that the following important factors, among
others, in some cases have affected the Company's actual results, and could
cause the Company's actual results to differ materially from those expressed in
any forward-looking statements made by, or on behalf of, the Company. The
following list of factors should not be construed as exhaustive or as any
admission regarding the adequacy of disclosures made by the Company prior to the
date hereof or the effectiveness of the Act. Additionally, the Company 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. We wish to caution you that such risks and uncertainties include, but
are not limited to:
o the stockholders of InteliData may fail to approve the merger with
Corillian or other conditions to closing of the merger may not be
satisfied;
<page>
o the operating costs, customer loss and business disruption following the
merger, including adverse effects on relationships with employees, may be
greater than expected;
o the businesses of Corillian and InteliData may not be combined
successfully, or such combination may take longer to accomplish than
expected;
o our ability to continue funding operating losses;
o the impact of declines in our stock price and our ability to maintain
minimum listing standards of the NASDAQ stock markets;
o different assumptions regardingcash flows (for example, either based on
varying costs of capital, changes in underlying economic assumptions, or
any resulting financial or strategic transactions) affecting valuation
analyses;
o our ability to develop, sell, deliver and implement our payment solution
products and services, some of which are largely unproven in a production
environment, to financial institution customers;
o our ability to manage our expenses in line with anticipated business
levels;
o our ability to complete product implementations in required time frames;
o our ability to maintain customers and increase our recurring revenues
and/or reduce operating costs associated with our ASP business in order to
make this operation profitable or the impact of our termination of our ASP
operations;
o our ability to retain key customers and to increase revenues from existing
customers;
o the impact of customers deconverting from use of our products and services
to the use of competitive products or in-house solutions;
o the effect of planned customer migrations from outsourced solutions to
in-house solutions with a resulting loss of recurring revenue;
o the impact of competitive products, pricing pressure, product demand and
market acceptance risks;
o the pace of consumer acceptance of online banking and reliance on our bank
clients to increase usage of Internet banking by their customers;
o the effect of general economic conditions on the financial services
industry;
o mergers and acquisitions;
o the risks of integration of our technology;
o the ability of financial institution customers to implement applications in
the anticipated time frames or with the anticipated features, functionality
or benefits;
o our reliance on key strategic alliances and newly emerging technologies;
o our ability to leverage our third-party relationships into new business
opportunities;
o the on-going viability of the mainframe marketplace and demand for
traditional mainframe products;
o our ability to attract and retain key employees;
o the availability of cash for long-term growth;
o product obsolescence;
o our ability to reduce product costs;
o fluctuations in our operating results;
o delays in development of highly complex products;
o the ability to comply with, and incur the costs related to, the provisions
of Section 404 of the Sarbanes-Oxley Act of 2002 requiring that management
perform an evaluation of its internal controls over financial reporting and
have its independent auditors attest to such evaluation; and
o other risks detailed from time to time in our filings with the Securities
and Exchange Commission, including the risk factors disclosed in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2004.
These risks could cause the Company's actual results for 2005 and beyond to
differ materially from those expressed in any forward-looking statements made
by, or on behalf of, InteliData. The foregoing list of factors should not be
construed as exhaustive or as any admission regarding the adequacy of
disclosures made by the Company prior to the date hereof or the effectiveness of
said Act. 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.
<page>
Additional Information about the Merger and Where to Find It
In connection with the merger between Corillian and InteliData, Corillian will
file with the Securities and Exchange Commission (the "SEC") a Registration
Statement on Form S-4, which will contain the proxy statement/prospectus of
InteliData and Corillian, in addition to other relevant documents concerning the
merger with the SEC. We urge investors to read the proxy statement/prospectus
and any other relevant documents when they become available because they will
contain important information about InteliData, Corillian and the merger.
Investors will be able to obtain the documents free of charge at the SEC's web
site, http://www.sec.gov. In addition, documents filed with the SEC by Corillian
can be obtained by contacting Corillian at the following address and telephone
number: 3400 NW John Olsen Place, Hillsboro, Oregon 97124, (800) 863-6445.
Documents filed by InteliData with the SEC can be obtained by contacting
InteliData at the following address and telephone number: 11600 Sunrise Valley
Drive, Suite 100, Reston, Virginia 20191, (800) 878-1053. We urge you to read
the proxy statement/prospectus and any other relevant documents when they become
available carefully before making a decision concerning the merger.
InteliData and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of InteliData
in connection with the merger. Information about the directors and executive
officers of InteliData and their ownership of InteliData common stock is set
forth in the proxy statement, dated April 19, 2004, for InteliData's 2004 annual
meeting of stockholders, as filed with the SEC. Additional information regarding
the interests of such participants may be obtained by reading the proxy
statement/prospectus when it becomes available.
# # #
INTELIDATA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2005 AND DECEMBER 31, 2004
(in thousands, except share data; unaudited)
2005 2004
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ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,253 $ 3,223
Accounts receivable, net 1,444 1,437
Other receivables 24 16
Prepaid expenses and other current assets 369 545
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Total current assets 3,090 5,221
NONCURRENT ASSETS
Property and equipment, net 704 833
Intangible asset, net 4,160 4,340
Other assets 211 211
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TOTAL ASSETS $ 8,165 $ 10,605
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,396 $ 1,003
Accrued expenses 1,783 2,223
Deferred revenues 920 1,269
Liabilities of discontinued operations 12 40
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TOTAL CURRENT LIABILITIES 4,111 4,535
Accrued expenses 161 225
Deferred revenues 113 150
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TOTAL LIABILITIES 4,385 4,910
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; authorized 5,000,000 shares;
no shares issued and outstanding -- --
Common stock, $0.001 par value; authorized 100,000,000 shares;
issued 52,164,000 shares in 2005 and 52,169,000 shares in 2004;
outstanding 51,129,000 shares in 2005 and 51,134,000 shares in 2004 52 52
Additional paid-in capital 307,017 307,020
Treasury stock, at cost: 1,035,000 shares in 2005 and 2004 (2,648) (2,648)
Deferred compensation (15) (23)
Accumulated deficit (300,626) (298,706)
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TOTAL STOCKHOLDERS' EQUITY 3,780 5,695
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,165 $ 10,605
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INTELIDATA TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(in thousands, except per share data; unaudited)
2005 2004
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(as restated)
Revenues $ 2,944 $ 3,592
Cost of revenues 1,257 1,780
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Gross profit 1,687 1,812
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Operating expenses
General and administrative 2,122 1,570
Sales and marketing 59 295
Research and development 1,242 1,306
Amortization of intangible asset 180 180
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Total operating expenses 3,603 3,351
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Operating loss (1,916) (1,539)
Other income (expenses), net (4) 6
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Loss before income taxes (1,920) (1,533)
Provision for income taxes -- --
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Net loss $ (1,920) $ (1,533)
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Basic and diluted earnings (loss) per common share $ (0.04) $ (0.03)
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Basic and diluted weighted-average
common shares outstanding 51,084 51,127
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