-----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, KwiF0z1MrxcwvRF19HSV7KrQsWwt24oZoz0aBplVKbtyf78QD+fPvdAnAWXO1HQj DCU2PJWS4+g1eQgLRql5fw== 0000908184-96-000177.txt : 19961125 0000908184-96-000177.hdr.sgml : 19961125 ACCESSION NUMBER: 0000908184-96-000177 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961122 SROS: NASD SROS: NYSE GROUP MEMBERS: WORLDCORP INC GROUP MEMBERS: WORLDCORP INVESTMENTS, INC. GROUP MEMBERS: WORLDCORP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTELIDATA TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001021810 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 541820617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47463 FILM NUMBER: 96671240 BUSINESS ADDRESS: STREET 1: 13873 PARK CENTER RD STREET 2: STE 353 CITY: HERNDON STATE: VA ZIP: 22071 BUSINESS PHONE: 7038349480 MAIL ADDRESS: STREET 1: 13873 PARK CENTER RD STREET 2: STE 353 CITY: HERNDON STATE: VA ZIP: 22071 FORMER COMPANY: FORMER CONFORMED NAME: USOCDT MERGER CORP DATE OF NAME CHANGE: 19960828 FILED BY: 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: SC 13D 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 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INTELIDATA TECHNOLOGIES CORPORATION (Name of Issuer) COMMON STOCK ($.001 par value per share) (Title of class of securities) 45814T 107 (CUSIP NUMBER) WorldCorp Investments, Inc. WorldCorp, Inc. The Hallmark Building 13873 Park Center Herndon, Virginia 20171 Attention: Andrew M. Paalborg Telephone No. 703-834-9410 (Name, address and telephone number of person authorized to receive notices and communications) Copy to: David M. Carter Hunton & Williams 951 East Byrd Street Richmond, Virginia 23219 November 7, 1996 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Page 1 of 10 Pages Exhibit Index appears on page 9 PAGE CUSIP NO. 45814T 107 13D Page 2 of 10 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WorldCorp Investments, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER 9,179,273 shares consisting of 9,179,273 shares OWNED BY owned of record by WorldCorp Investments, Inc. EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 9,179,273 shares consisting of 9,179,273 shares owned of record by WorldCorp Investments, Inc. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,179,273 shares consisting of 9,179,273 shares owned of record by WorldCorp Investments, Inc. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE CUSIP NO. 45814T 107 13D Page 3 of 10 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WorldCorp, Inc. 94-3040585 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES - 0 - BENEFICIALLY 8 SHARED VOTING POWER 9,179,273 shares consisting of 9,179,273 shares OWNED BY owned of record by WorldCorp Investments, Inc. EACH 9 SOLE DISPOSITIVE POWER REPORTING - 0 - PERSON WITH 10 SHARED DISPOSITIVE POWER 9,179,273 shares consisting of 9,179,273 shares owned of record by WorldCorp Investments, Inc. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,179,273 shares consisting of 9,179,273 shares owned of record by WorldCorp Investments, Inc. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9% 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE Item 1. Security and Issuer. This Statement relates to the common stock, $.001 par value per share (the "Common Stock"), of InteliData Technologies Corporation, a Delaware corporation (the "Issuer"), having its principal offices at 13100 Worldgate Drive, Suite 600, Herndon, Virginia 20170. Item 2. Identity and Background This statement is filed by WorldCorp Investments, Inc. ("WorldCorp Investments"), a Delaware corporation and wholly owned subsidiary of WorldCorp, Inc., a Delaware corporation ("WorldCorp" and together with WorldCorp Investments, the "Reporting Persons"). WorldCorp was organized in March 1987 to serve as the holding company for World Airways, Inc., a Delaware corporation, which was organized in March 1948 and is the predecessor to WorldCorp. WorldCorp Investments was organized in August 1991 to hold Worldcorp's ownership interest in US Order, Inc. ("US Order"), a Delaware corporation and predecessor to the Issuer. The Issuer will concentrate on three markets: (i) in the electronic commerce business, the Issuer markets its bill payment and home banking products to financial institutions; (ii) in the consumer telecommunications devices business, the Issuer offers a revolutionary smart telephone and an integrated line of caller identification products through both telephone companies and retailers; and (iii) in the on-line services business, the Issuer delivers information services to users of smart telephones, digital PCS phones, alphanumeric pagers and personal digital assistants. The Reporting Persons own approximately 28.9% of the outstanding shares of the Issuer. The Reporting Persons' principal place of business and principal executive offices are located at 13873 Park Center Road, Suite 353, Herndon, Virginia 20171. The (a) name, (b) residence or business address and (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each executive officer and director of the Reporting Persons are set forth in Exhibit 2 hereto, which exhibit is incorporated herein by reference. To the best knowledge of the Reporting Persons, each such executive officer and director is a citizen of the United States. During the last five years, neither the Reporting Persons, nor, to the best of their knowledge, any executive officer or director of the Reporting Persons, has (a) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which proceedings such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. As described in the Registration Statement on Form S-4 (the "Registration Statement") (File No. 333-11081), filed with the Securities and Exchange Commission (the "SEC") on August 29, 1996, as amended and declared effective October 9, 1996, on November 7, 1996, US Order, which has operated as a majority owned subsidiary of WorldCorp Investments -4- PAGE and Colonial Data Technologies Corp. ("Colonial Data"), a Delaware corporation, each were merged with and into the Issuer (the "Mergers"). The Registration Statement is attached hereto as Exhibit 3. Pursuant to the Registration Statement, each share of the common stock of US Order and each share of the common stock of Colonial Data was exchanged for one share of Common Stock. This Schedule 13D reflects the Reporting Person's ownership of 9,179,273 shares of Common Stock as a result of the consummation of the Mergers. Item 4. Purpose of Transaction. The Reporting Persons own approximately 28.9% of the outstanding Common Stock. Accordingly, the Reporting Persons will be in a position to influence the policies and affairs of the Issuer. Except for any changes that have been effected and are described in the Registration Statement and except as set forth above and below, neither the Reporting Persons, nor to the knowledge of such person, any executive officer or director of the Reporting Persons, has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national Securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; -5- PAGE (i) a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above. Notwithstanding the foregoing, the Reporting Persons may formulate plans or proposals with respect to one or more of the foregoing in the future. The Reporting Persons and the executive officers and directors of the Reporting Persons reserve the right to purchase or sell additional shares of the Common Stock, at any time, without further notice or prior amendment to this Schedule 13D. The Reporting Persons also reserve the right to change their intentions with respect to any or all of the foregoing and their right to act either alone or together with any other person or group. Item 5. Interest in Securities of the Issuer. The Reporting Persons beneficially own 9,179,273 shares of Common Stock, representing approximately 28.9% of the outstanding shares of Common Stock. Except as described in Item 3 of this Schedule 13D and in the Registration Statement, the Reporting Persons have not had any transactions in the Common Stock within the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons have agreed pursuant to an Affiliate's Agreement, dated as of November 7, 1996, that, without the prior written consent of the Company, they will not transfer, sell, cause the sale or other disposition of or contract to transfer, sell or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, to register any shares of the Issuer's capital stock or any securities convertible or exchangeable into shares of capital stock of the Company during the length of time required pursuant to Rule 145 of the Securities Act of 1933, as amended, following the effective date of the Mergers. Other than the Affiliate's Agreement and except as described in the Registration Statement, neither the Reporting Persons, nor, to the best of their knowledge, any of the executive officers or directors of the Reporting Persons, is a party to any contract, arrangement, understanding or relationship regarding the transfer or voting of securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding or proxies, with any person with respect to any securities of the Issuer. -6- PAGE Item 7. Material to be Filed as Exhibits. Exhibit 1 Agreement between the Reporting Persons with respect to the filing of this Schedule 13D. Exhibit 2 Directors and Executive Officers of the Reporting Persons. Exhibit 3 Registration Statement on Form S-4 (Incorporated herein by reference to Registration Statement on Form S-4, as amended, (No. 333-11081) filed with the Commission on August 29, 1996). -7- PAGE SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. WORLDCORP INVESTMENTS, INC. Date:November 22, 1996 By: /s/ T. Coleman Andrews, III T. Coleman Andrews, III President and Chief Executive Officer WORLDCORP, INC. Date:November 22, 1996 By: /s/ Mark S. Lynch Mark S. Lynch Vice President and Chief Financial Officer -8- PAGE EXHIBIT INDEX Exhibit No. Description Page 1 Agreement between the Reporting Persons with respect to the filing of this Schedule 13D. . . 10 2 Directors and Executive Officers of the Reporting Persons . . . . . . . . . . . . . . . . . . . . 11 -9- EX-1 2 Exhibit 1 We, the undersigned, hereby express our agreement that the attached Schedule 13D is filed on behalf of each of the undersigned together as a group. WORLDCORP INVESTMENTS, INC. Date:November 22, 1996 By: /s/ T. Coleman Andrews, III T. Coleman Andrews, III President and Chief Executive Officer WORLDCORP, INC. Date:November 22, 1996 By: /s/ Mark S. Lynch Mark S. Lynch Vice President and Chief Financial Officer EX-2 3 Exhibit 2 WORLDCORP INVESTMENTS, INC. Principal Occupation Name Title If Different from Title - ---- ----- ----------------------- T. Coleman Andrews, III Director, President Chief Executive Officer WorldCorp, Inc. and Chief and President of 13873 Park Center Road Executive Officer WorldCorp, Inc. #490 Herndon, Virginia 22071 William F. Gorog Director Chairman and Chief WorldCorp, Inc. Executive Officer 13873 Park Center Road of US Order, Inc. #490 Herndon, Virginia 22071 Andrew M. Paalborg General Counsel Vice President and WorldCorp, Inc. and Secretary General Counsel 13873 Park Center Road of WorldCorp, Inc. #490 Herndon, Virginia 22071 PAGE WORLDCORP, INC. Principal Occupation Name Title If Different from Title - ---- ----- ----------------------- T. Coleman Andrews, III Director, President ___ WorldCorp, Inc. and Chief Executive 13873 Park Center Road #490 Officer Herndon, Virginia 22071 John C. Backus President and Chief ___ InteliData Technologies Operating Officer of Corporation InteliData Technologies 13100 Worldgate Drive Corporation Suite 600 Herndon, VA 20170 James E. Colburn Director, Consultant, Aviation 5675 South Yosemite #222 WorldCorp, Inc. Consulting, Inc. Denver, Colorado 80237 William F. Gorog Chairman of ___ WorldCorp, Inc. InteliData Technologies 13873 Park Center Road #490 Corporation Herndon, Virginia 22071 Patrick F. Graham Director, Director, Bain & Bain & Company, Inc. WorldCorp, Inc. Company, Inc. 2 Copley Place Boston, Massachusetts 02117-0897 Andrew M. Paalborg Vice President ___ WorldCorp, Inc. and General 13873 Park Center Road #490 Counsel of Herndon, Virginia 22071 WorldCorp, Inc. Mark S. Lynch Vice President, and ___ WorldCorp, Inc. Chief Financial 13873 Park Center Road #490 Officer of Herndon, Virginia 22071 WorldCorp, Inc. Charles W. Pollard President, ___ WorldCorp, Inc. World Airways, Inc. 13873 Park Center Road #490 Herndon, Virginia 22071 Geoffrey S. Rehnert Director, Partner, Bain Bain Capital WorldCorp, Inc. Capital, Inc. 2 Copley Place Boston, Massachusetts 02116 Gideon Argov Director, President and Chief Kollmorgan Reservoir WorldCorp, Inc. Executive Officer, Place Kollmorgan 1601 Trapelo Road Corporation Walthen, MA 02154 -----END PRIVACY-ENHANCED MESSAGE-----