UNITED STATES
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): August 5, 2005
CORILLIAN CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number: 0-29291
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Oregon
(State or other jurisdiction of incorporation
or organization)
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91-1795219
(I.R.S. Employer Identification No.) |
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3400 NW John Olsen Place
Hillsboro, Oregon
(Address of principal executive offices)
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97124
(Zip Code) |
Registrant’s telephone number, including area code: (503) 629-3300
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On August 5, 2005, Corillian Corporation, an Oregon corporation (“Corillian”), and its
newly formed wholly-owned subsidiaries, Quantum Acquisition Corporation, a New York corporation,
and Quarry Acquisition LLC, an Oregon limited liability company, entered into an Agreement and Plan
of Reorganization (the “Agreement”) with qbt Systems Inc., a privately-held New York
corporation (“qbt”), and certain shareholders of qbt. Pursuant to the Agreement, on August
8, 2005, qbt was merged into Quantum and effectively became a wholly-owned subsidiary of Corillian.
On August 9, 2005, the surviving entity will be merged into Quarry, effectively making qbt an
Oregon limited liability company wholly-owned by Corillian.
In
consideration of the Acquisition, the Agreement provides for the
payment of 649,785 unregistered shares of Corillian’s
common stock and $3.2 million in cash to the shareholders of qbt,
for an aggregate purchase price of $5.3 million.
Corillian and qbt made customary representations, warranties and covenants in the Agreement,
and qbt’s shareholders have agreed to certain indemnification and non-competition obligations
customary for a transaction of this type.
On August 9, 2005, Corillian issued a press release announcing the Acquisition. A copy of the
press release is attached as Exhibit 99.1 and incorporated herein by reference.
The foregoing description of the Agreement and the Acquisition does not purport to be complete
and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is
attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The representations and warranties of qbt contained in the Agreement are qualified by
information in confidential disclosure schedules delivered by qbt to Corillian in connection with
signing the Agreement, which modify and create exceptions to the representations and warranties in
the Agreement. The representations and warranties of Corillian and qbt contained in the merger
agreement speak only as of its date. Therefore, information concerning the subject matter of the
representations and warranties may have changed since the date of the Agreement. These
representations and warranties are solely intended to allocate risk between the parties.
Accordingly, the representations and warranties contained in the Agreement should not be taken as
assertions of facts by either Corillian or qbt and should not be relied upon.
Item 2.01. Completion of Acquisition or Disposition of Assets
Reference is made to Item 1.01 and incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits
(c) Exhibits
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| Exhibits
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Description
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| 2.1 |
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Agreement and Plan of Merger,
dated August 5, 2005, by and among Corillian Corporation, qbt
Systems Inc., Quantum Acquisition Corporation, Quarry Acquisition
LLC and the Shareholders of qbt Systems Inc. |
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| 99.1 |
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Press Release issued by Corillian
Corporation, dated August 9, 2005. |