EXHIBIT INDEX
Exhibit No. Description Page
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4.01 Amendment No. 1, dated 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
EXHIBIT 4.01
AMENDMENT No. 1 to the RIGHTS AGREEMENT
This Amendment No. 1 to the Rights Agreement, dated January 21, 1998
(the "Rights Agreement"), is executed as of May 24, 2000, by and between
InteliData Technologies Corporation, a Virginia corporation (the "Company"), and
American Stock Transfer & Trust Company, a New York corporation (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement to provide certain Rights to the holders of Common Shares; and
WHEREAS, the parties hereto desire to amend the Rights Agreement to
clarify their agreement with respect thereto.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and based upon the mutual covenants
contained herein, the parties hereto agree as follows:
1. Subparagraph (a) of Section 1 is hereby deleted in its entirety, and the
following new subparagraph (a) is hereby inserted in lieu thereof:
(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 or, (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. 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 (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.
2. Subparagraph (g) of Section 1 is hereby deleted in its entirety, and the
following new subparagraph (g) is hereby inserted in lieu thereof:
(g) "Continuing Director" shall mean any member of the Board of Directors
of the Company, while a member of the Board, who is not an Acquiring
Person, or an Affiliate or Associate of an Acquiring Person, or a
representative of an Acquiring Person or of any such Affiliate or
Associate, and (i) who is a member of the Board on the date of this
Agreement or (ii) whose subsequent nomination for election or election
to the Board was recommended or approved by a majority of the
Continuing Directors serving at the time of such nomination or
election.
3. Subparagraph (b) of Section 7 is hereby deleted in its entirety, and the
following new subparagraph (b) is hereby inserted in lieu thereof:
(b) The Purchase Price for each Unit of Preferred Stock pursuant to
exercise of a Right shall initially be $42.50 and shall be subject to
adjustment from time to time as provided in Section 11 hereof and
shall be payable in accordance with paragraph (c) below.
4. In paragraph 1 of the Exhibit A, the reference to a "purchase price of
$13 per Unit (the "Purchase Price")" should be amended to read a "purchase price
of $42.50 per Unit (the "Purchase Price")".
5. The last sentence of paragraph 2 of Exhibit B is hereby deleted in its
entirety, and the following new sentence is hereby inserted in lieu thereof:
The exercise price of the Right will be $42.50 subject to adjustment (the
"Purchase Price").
6. The following paragraph 5 of Exhibit B is hereby deleted in its
entirety:
WorldCorp, Inc. ("WorldCorp"), the beneficial owner of approximately
29% of the Company's Common Stock, as of the date hereof, is specifically
excluded from the definition of Acquiring Person, subject to certain
conditions. WorldCorp shall be deemed an Acquiring Person, if at any time
during which WorldCorp beneficially owns 20% or more of the Common Stock,
(i) there is not a majority of Continuing Directors (as defined below)
currently serving on the Board of Directors of WorldCorp, (ii) the slate of
directors nominated for election to the Board of WorldCorp, whose
nomination was recommended or approved by the majority of the Continuing
Directors of WorldCorp serving at the time of such nomination or election,
at any annual or special meeting of the stockholders called for the purpose
of electing directors, shall not be elected or (iii) a
slateof directors not nominated by the majority of Continuing Directors of
WorldCorp serving at the time of such nomination or election shall be
elected at such meeting.
7. Paragraph 13 of Exhibit B is hereby deleted in its entirety, and the
following new paragraph is hereby inserted in lieu thereof:
The term "Continuing Directors" means any member of the Board, who was
a member of the Board, immediately before the adoption of the Rights
Agreement, and any person who is subsequently elected to the Board, if such
person is recommended or approved by a majority of the Continuing
Directors, but does not include an Acquiring Person, or an affiliate or
associate of an Acquiring Person, or any representative of the foregoing
entities.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
the Rights Agreement effective as of the day and year first above written.
[SEAL]
InteliData Technologies Corporation
Attest:
By: By:
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Secretary
[SEAL]
American Stock Transfer & Trust Company
Attest:
By: By:
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Name: Name:
Title: Title:
