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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 7, 2005
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 440
Reston, Virginia 20191
(Address of principal executive offices) (Zip Code)
(703) 259-3000
(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
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Item 8.01 Other Events
On July 7, 2005, InteliData Technologies Corporation (the "Company") issued
a press release announcing that the 2005 annual meeting of the Company's
stockholders will be held on August 18, 2005 at 9:00 a.m., Eastern Time, at the
principal offices of the Company located at 11600 Sunrise Valley Drive, Reston,
Virginia, to consider, among other things, a proposal (the "Merger Proposal") to
approve and adopt the Agreement and Plan of Merger, dated as of March 31, 2005,
among Corillian Corporation ("Corillian"), Wizard Acquisition Corporation, a
wholly owned subsidiary of Corillian ("Merger Sub"), and the Company, pursuant
to which the Company will be merged with and into Merger Sub (the "Merger").
Merger Sub will be the surviving company in the Merger, as a wholly owned
subsidiary of Corillian. The Company's stockholders of record as of the close of
business on June 27, 2005 are entitled to notice of and to vote on the Merger
Proposal at the annual meeting.
A copy of the press release issued by the Company on July 7, 2005 is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release issued by InteliData Technologies Corporation on
July 7, 2005.
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/ Monique L. Marcus
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Monique L. Marcus
Vice President of Finance and Principal
Accounting Officer
Date: July 11, 2005
Exhibits
Exhibit No. Description
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99.1 Press Release issued by InteliData Technologies Corporation
on July 7, 2005.
Exhibit 99.1
Contact: Alfred S. Dominick, Jr.
Chief Executive Officer
(703) 259-3000
FOR IMMEDIATE RELEASE
INTELIDATA SHAREHOLDERS TO CONSIDER
CORILLIAN MERGER ON AUGUST 18
Reston, VA, July 7, 2005 -- InteliData Technologies Corporation (Nasdaq: INTD)
has set August 18, 2005 as the date of its 2005 annual meeting to vote on, among
other things, a proposal to approve and adopt the agreement and plan of merger,
pursuant to which Corillian will acquire InteliData in a cash and stock
transaction for an aggregate purchase price of approximately $20 million or
approximately $0.0841 and 0.0956 shares of Corillian common stock per share of
InteliData common stock. The specific dollar value of the stock consideration
that InteliData stockholders will receive will depend on the market value of
Corillian common stock at the time of the merger. The annual meeting will be
held at 9:00 a.m., Reston, Virginia time, at the principal offices of InteliData
located at 11600 Sunrise Valley Drive, Reston, Virginia.
Shareholders of record at the close of business on June 27, 2005 are entitled to
notice of and to vote on the merger proposal at the annual meeting.
A more detailed description of the merger proposal will be included in the
definitive proxy statement/prospectus that InteliData and Corillian will mail to
InteliData's shareholders in connection with the merger. It is anticipated that
the proposed merger would be completed promptly after the annual meeting
assuming approval of the merger proposal by InteliData shareholders and the
satisfaction or waiver of customary closing conditions. The InteliData Board of
Directors has unanimously approved and adopted the merger proposal and
recommended approval and adoption of the merger proposal by its shareholders.
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. InteliData develops and markets software products that offer proven
scalability, flexibility and security in supplying real-time, Internet-based
banking services to its customers. Visit InteliData's Web site at
http://www.InteliData.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995:
This press release contains forward looking statements that are subject to risks
and uncertainties, including, but not limited to: (1) the businesses of
Corillian and InteliData may not be combined successfully, or such combination
may take longer to accomplish than expected; (2) the
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operating costs, customer loss and business disruption following the merger,
including adverse effects on relationships with employees, may be greater than
expected; (3) the stockholders of InteliData may fail to approve the merger or
other conditions to closing of the merger may not be satisfied; and (4) other
risks detailed from time to time in Corillian's and InteliData's respective
filings with the Securities and Exchange Commission, including the risk factors
disclosed in Corillian's and InteliData's respective Annual Reports on Form 10-K
for the fiscal year ended December 31, 2004. These risks could cause Corillian's
and InteliData's actual results to differ materially from those expressed in any
forward looking statements made by, or on behalf of, Corillian or InteliData.
Neither Corillian nor InteliData is under any obligation (and each expressly
disclaims an obligation) to update or alter its forward-looking statements,
whether as a result of new information or otherwise.
# # #
Additional Information about the Merger and Where to Find It
In connection with the merger between Corillian and InteliData, Corillian has
filed 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
carefully read the proxy statement/prospectus and any other relevant documents
when they become available 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/prospectus, dated July 7, 2005, for InteliData's
2005 annual meeting of stockholders, as filed with the SEC.