-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ft4d4VDYA15lOCvLDFNTBV6fu7ROGfgvACtBydG1Ordo4B09H5S3eJPXmO4uHBx/ U2McI8Du5RqDXVonguLZmw== 0000908184-96-000178.txt : 19961125 0000908184-96-000178.hdr.sgml : 19961125 ACCESSION NUMBER: 0000908184-96-000178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961107 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961122 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLDCORP INC CENTRAL INDEX KEY: 0000811664 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 943040585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09591 FILM NUMBER: 96671250 BUSINESS ADDRESS: STREET 1: 13873 PARK CTR RD STE 490 CITY: HERNDON STATE: VA ZIP: 22071 BUSINESS PHONE: 7038349200 MAIL ADDRESS: STREET 1: 13873 PARK CENTER ROAD CITY: HERNDON STATE: VA ZIP: 22071 8-K 1 CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ 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 7, 1996 WORLDCORP, INC. (Exact name of registrant as specified in charter) Delaware 1-5351 94-3040585 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 13873 Park Center Road, Suite 490, Herndon, Virginia 20171 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 834-9200 Item 2. Acquisition or Disposition of Assets. On November 7, 1996, InteliData Technologies Corporation, a Delaware corporation ("InteliData"), consummated the acquisition and merger (the "Mergers") of two public companies -- Colonial Data Technologies Corp., a Delaware corporation ("Colonial Data"), and US Order, Inc., a Delaware corporation ("US Order") -- pursuant to an Agreement and Plan of Merger, dated as of August 5, 1996, as amended by Amendment No. 1, dated as of November 7, 1996 (as amended, the "Merger Agreement"). The Merger Agreement and the consummation of the transactions contemplated thereby were approved by the respective stockholders of Colonial Data and US Order at respective special meetings of such stockholders held on November 7, 1996. Pursuant to the Merger Agreement, (i) each outstanding share of common stock of Colonial Data, $.01 par value, was converted into one share of common stock of InteliData ("InteliData Common Stock"), (ii) each outstanding share of common stock of US Order, $.001 par value, was converted into one share of InteliData Common Stock, and (iii) each outstanding option, warrant or other right to purchase US Order common stock or Colonial Data common stock was converted into the right to acquire, on the same terms and conditions, shares of InteliData Common Stock. InteliData Common Stock is traded on the Nasdaq National Market under the symbol "INTD". The Mergers were accounted for under the purchase method of accounting with US Order being deemed the acquiror of Colonial Data. Pursuant to these transactions, InteliData became the successor corporation of US Order. The business of InteliData initially consists of the business conducted by US Order and Colonial Data immediately prior to the consummation of the Mergers. Additional information with respect to the Mergers and related matters is set forth in the Joint Proxy Statement/Prospectus of Colonial Data, US Order and InteliData (the "Joint Proxy Statement") dated October 9, 1996, included in InteliData's Registration Statement on Form S-4, as amended, filed with the Securities and Exchange Commission (the "Commission") on August 29, 1996 (File No. 333-11081), and is incorporated herein by reference to the extent appropriate. A copy of the press release announcing the completion of the Mergers is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. As of the date of the filing of this Current Report on Form 8-K, it is impracticable to provide the financial statements of the business being acquired and the pro forma financial information required by this Item. WorldCorp will file the required information as soon as practicable and in no event later than January 20, 1997. -2- (c) Exhibits 2.1 Agreement and Plan of Merger dated as of August 5, 1996, between Colonial Data Technologies Corp. and US Order, Inc. (incorporated herein by reference to Appendix I to the Joint Proxy Statement/Prospectus included in InteliData's Registration Statement on Form S-4 filed with the Commission on August 29, 1996, as amended) (File No. 333-11081)). 2.2 Amendment No. 1 dated as of November 7, 1996, by and among US Order, Inc., Colonial Data Technologies Corp. and InteliData Technologies Corporation to the Agreement and Plan of Merger (incorporated herein by reference to InteliData's Current Report on Form 8-K filed November 13, 1996). 20.1 Joint Proxy Statement/Prospectus dated October 9, 1996, of InteliData Technologies Corporation, Colonial Data Technologies Corp. and US Order, Inc. (incorporated herein by reference to the Joint Proxy Statement/Prospectus included in InteliData's Registration Statement on Form S-4 filed with the Commission on August 29, 1996, as amended) (File No. 333-11081). 99.1 Press Release dated November 7, 1996, announcing the completion of the Mergers. -3- 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. WORLDCORP, INC. Date: November 22, 1996 By: /s/ Mark S. Lynch Mark S. Lynch Vice President and Chief Financial Officer -4- INDEX TO EXHIBITS 2.1 Agreement and Plan of Merger dated as of August 5, 1996, between Colonial Data Technologies Corp. and US Order, Inc. (incorporated herein by reference to Appendix I to the Joint Proxy Statement/Prospectus included in InteliData's Registration Statement on Form S-4 filed with the Commission on August 29, 1996, as amended) (File No. 333-11081)). 2.2 Amendment No. 1 dated as of November 7, 1996, by and among US Order, Inc., Colonial Data Technologies Corp. and InteliData Technologies Corporation to the Agreement and Plan of Merger (incorporated herein by reference to InteliData's Current Report on Form 8-K filed November 13, 1996). 20.1 Joint Proxy Statement/Prospectus dated October 9, 1996, of InteliData Technologies Corporation, Colonial Data Technologies Corp. and US Order, Inc. (incorporated herein by reference to the Joint Proxy Statement/Prospectus included in InteliData's Registration Statement on Form S-4 filed with the Commission on August 29, 1996, as amended) (File No. 333-11081). 99.1 Press Release dated November 7, 1996, announcing the completion of the Mergers. -5- EX-99.1 2 PRESS RELEASE Exhibit 99.1 NEWS RELEASE InteliData 13100 Worldgate Drive, Suite 600 Herndon, VA 20170 703-834-8555 (phone) 703-834-8310 (fax) www.intelidata.com FOR IMMEDIATE RELEASE PRESS CONTACT November 7, 1996 Rob Borella (703) 834-8555 INVESTOR CONTACT: Doug Portez (703) 506-1778 US ORDER AND COLONIAL DATA TECHNOLOGIES MERGE TO FORM INTELIDATA Technology Company to Provide Electronic Commerce Solutions, High Quality Consumer Telecommunications Devices, and Small-Screen On-Line Services NEW MILFORD, CT., and HERNDON, VA., November 7 -- Colonial Data Technologies (Nasdaq: CDTX) and US Order (Nasdaq: USOR) completed their merger of equals today after shareholders of each company approved the transaction. The new public company, InteliData, will begin trading on Nasdaq under the symbol INTD beginning Nov. 8. InteliData will concentrate on three markets. In the electronic commerce business, the company markets its bill payment and home banking products to financial institutions. In the consumer telecommunications device business, the new company offers a revolutionary smart telephone and an integrated line of caller identification products through both telephone companies and retailers. In the on-line service business, InteliData delivers information services to users of smart telephones, digital PCS phones, alphanumeric pagers and personal digital assistants. Approximately 32.1 million new shares of InteliData stock were exchanged for 16.6 million shares of US Order and 15.5 million shares of Colonial Data stock through a one-to-one exchange ratio. InteliData begins operations with approximately $43 million in cash, short-term investments and restricted cash and no long-term debt. The new company's headquarters is located in Herndon, Va. (more) -2- The merger is a natural evolution of the strategic partnership formed between the two companies in January 1995 to jointly design, develop, manufacture and market the smart telephone, which is available under the IntelifoneTM brand name in over 2000 retail stores nationwide and under the Telesmart 4000TM brand through telephone companies. The InteliData smart telephone is the first telephone available at a mass market price that combines the power of an on-line service, a personal organizer and caller identification deluxe technology in one package. InteliData is a technology leader in the fast-emerging smart telephone and on-line electronic information service and commerce business, including electronic banking and bill paying. It is a market leader in the design, distribution and service of caller identification-based telecommunications devices for major Bell and other telephone companies. InteliData plans to release its third quarter financial information and conduct a conference call for investors on Wednesday, Nov. 13. The conference call will begin at 4:30 p.m. (EST) and can be accessed by dialing 800-633-8763. Subsequently, InteliData will host an all-day institutional investors' conference on Thursday, Nov. 21. Interested parties can contact Doug Portez at 703-506-1778 for further information. Information about InteliData's products and services can also be found on its website 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, the impact of competitive products, product demand and market acceptance risks, fluctuations in operating results, delays in development of highly complex products and other risks detailed from time to time in InteliData's filings with the Securities and Exchange Commission. These risks could cause the company's actual results for 1996 and beyond to differ materially from those expressed in any forward looking statements made by, or on behalf of, InteliData. ### -----END PRIVACY-ENHANCED MESSAGE-----