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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 
 FORM 10-K/A  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 
 For the fiscal year ended: December 31, 2004Commission File Number: 000-21685 INTELIDATA TECHNOLOGIES CORPORATION  DELAWARE
    
    54-1820617(State of incorporation)
    
    (I.R.S. Employer Identification Number)
 11600 Sunrise Valley Drive, Suite 100, Reston, VA 20191
(Address of Principal Executive Offices) (Zip Code)
(703) 259-3000
(Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class
    
    Name of Each Exchange on Which RegisteredNone
    
    None
 Securities registered pursuant to Section 12(g) of the Act: Common Stock par value $0.001 per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K o. The aggregate market value of the Common Stock held by non-affiliates of the registrant on June 30,
2004, was approximately $31,499,000 based on the last sales price reported that date on the Nasdaq
Stock Market of $0.66 per share. In determining this figure, the Registrant has assumed that all
of its directors and executive officers and each person who owns 5% or more of the outstanding
common stock are affiliates. Such assumptions should not be deemed to be conclusive for any other
purpose. Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act):
Yes þ No o The number of shares of the registrants Common Stock outstanding on March 28, 2005 was 51,133,492. DOCUMENTS INCORPORATED BY REFERENCE None.




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Explanatory Note This amendment to the InteliData Technologies Corporation Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2004 is being filed to amend in their entirety subsections (b) and
(d) of Item 9A, Controls and Procedures. In addition, this amendment is being filed to amend in
its entirety the information contained in the Summary Compensation Table in Item 11, Executive
Compensation, in order to correct an immaterial arithmetical error. This amendment does not amend or update any other information set forth in the original Annual
Report on Form 10-K for the fiscal year ended December 31, 2004, previously filed on March 31,
2005, or the original Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004,
previously filed on May 2, 2005.   2




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PART II ITEM 9A. CONTROLS AND PROCEDURES (b) MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the
participation of the Companys management, the Company conducted an evaluation of the effectiveness
of its internal control over financial reporting as of December 31, 2004, based on the framework in
the Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this evaluation the Company has concluded that the Company
did not maintain effective internal control over financial reporting as of December 31, 2004 as a
result of the six material weaknesses discussed below. Selection and Application of Generally Accepted Accounting Principles The Companys controls over the selection and application of generally accepted accounting
principles are ineffective as a result of inadequate resources and technical accounting expertise
within the accounting function to resolve non-routine or complex accounting matters. The Companys
three certified public accountants do not have specialized expertise in technical matters such as
lease accounting and lack the technical skills to correctly interpret and apply accounting
pronouncements to non-routine transactions or complex transactions. The inadequate resources and
technical accounting expertise resulted in adjustments, which were material to the financial
statements as of December 31, 2004. Such adjustments related to the accounting for lease
transactions and warrants issued to purchase the Companys common stock and resulted in a
restatement of the Companys consolidated financial statements; the details and magnitude of which
are discussed in Note 2(n) and Note 14 (unaudited) to the consolidated financial statements and
Item 6  Selected Financial Data, originally filed on March 31, 2005, in the Annual Report on Form 10-K. Financial Close and Reporting Process The Companys design and operation of controls with respect to the process of preparing and
reviewing the annual and interim financial statements are ineffective. Deficiencies identified
include the lack of appropriate review of the footnotes, reconciliations, and supporting workpapers
including the deferred rent liability schedule and the schedule underlying the statement of cash
flows. The Company also lacks adequate controls related to complying with disclosure requirements
such as the use of disclosure checklists, lacks adequate controls over spreadsheets used in the
financial close and reporting process, and lacks an independent review of journal entries. While
these deficiencies did not result in a material misstatement of the financial statements, due to
the potential pervasive effect on the financial statement account balances and disclosures and the
importance of the annual and interim financial closing and reporting process, in the aggregate,
management has concluded that there is more than a remote likelihood that a material misstatement
in our annual or interim financial statements could occur and would not be prevented or detected. Recognition of Revenue and Deferred Revenue The Company did not design and implement appropriate controls related to the recognition of
revenue for software contracts and controls related to the balance sheet classification of the
related deferred revenue accounts in accordance with generally accepted accounting principles. In
particular, the Company does not have adequate controls to capture and analyze the terms and
conditions of new contracts or procedures to capture, analyze, and properly record the impact of
amendments or side agreements to existing contracts. An audit adjustment to reclassify deferred
revenue from current to long-term was recorded by the Company and side agreements were detected by
management during the fourth quarter of 2004. While the lack of adequate controls to capture and
analyze the terms and conditions of contracts including side agreements and the deferred revenue
adjustment did not result in a material misstatement of the financial statements, based on the
significance of revenue and the elevated risk of misstatement associated with software revenue
recognition, in the aggregate, management has concluded there is more than a remote likelihood that
a material misstatement in our annual or interim financial statements could occur and would not be
prevented or detected. 3




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Segregation of Duties The Company did not design and implement controls related to the segregation of duties
including a lack of segregation of duties between a preparer and reviewer of journal entries and a
lack of segregation of duties in the Companys revenue and payroll processes. Within the revenue
process, there is lack of segregation of duties between the handling of customer master files,
billing, and accounts receivable. Similarly, the payroll process is handled by one individual from
the initial preparation of the payroll, to the receipt and approval of the payroll. While these
deficiencies did not result in a material misstatement of the financial statements, due to the
potential pervasive effect on financial statement account balances and disclosures and the absence
of other mitigating controls, management has concluded there is more than a remote likelihood that
a material misstatement in our annual or interim financial statements could occur and would not be
prevented or detected. Control Environment The Companys design and operation of controls within the control environment component are
ineffective. Deficiencies identified include employees do not have to sign a confirmation that
they have read the code of conduct, a lack of a comprehensive delegation of authority policy for
approvals of significant contracts and other transactions, and a lack of training programs
particularly in the financial close and reporting group. Management has concluded that these
deficiencies, when considered in the aggregate along with the significance and number of all other
deficiencies, including the material weaknesses disclosed in this report, are indicative of an
ineffective control environment that constitutes a material weakness. Risk Assessment The Companys design of controls within the risk assessment component is ineffective as the
Company lacks an established process to identify risks and changes in risks, including the risk of
fraud. Due to the significance of the risk assessment component and, in particular, the
consideration of the risk of fraud, management has concluded that this constitutes a material
weakness. Deloitte & Touche LLP, the Companys independent registered public accounting firm, audited
the consolidated financial statements and has issued an attestation report on managements
assessment of the Companys internal control over financial reporting which is included herein. (d) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING During the most recent fiscal quarter, there has been no change in the Companys internal
control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has
materially affected, or is reasonably likely to materially affect, its internal control over
financial reporting. As described in (b) above, the Company has restated its consolidated
financial statements for the years ended December 31, 2003 and 2002. Due to the pending merger with Corillian and devoting its limited resources to consummating
the merger, at this time InteliData has not devised a plan to address its material weaknesses.
InteliData and Corillian are currently evaluating the material weaknesses as part of the merger
integration activities. If the merger with Corillian is not consummated, InteliDatas management
will undertake to devise such plans and, if appropriate, report those plans in a future filing. 4




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PART III ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth information concerning the annual, long-term and all other
compensation for services rendered in all capacities to InteliData, it subsidiaries and
predecessors for the years ended December 31, 2004, 2003 and 2002 of (a) InteliDatas Chief
Executive Officer, and (b) each of the other three highly compensated executive officers (other
than the chief executive officer) of InteliData whose aggregate cash compensation exceeded $100,000
for the fiscal year ended December 31, 2004 (collectively, the Named Executive Officers): Long-Term CompensationAnnual Compensation
    
    
    AwardsRestricted
    
    
    Securities
    
    
    All OtherStock
    
    
    Underlying
    
    
    CompensationYear
    
    
    Salary ($)
    
    
    Bonus ($)(1)
    
    
    Other ($)
    
    
    Awards ($)
    
    
    Options(#)
    
    
    ($)(2)Alfred S. Dominick, Jr.
    
    
    2004
    
    
    
    375,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,000
    
    
    
    14,235Chairman & Chief
    
    
    2003
    
    
    
    354,233
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,856Executive Officer
    
    
    2002
    
    
    
    300,000
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,417Karen Kracher
    
    
    2004
    
    
    
    165,192
    
    
    
    
    
    
    
    
    
    
    
    19,500
    (5)
    
    
    100,000
    
    
    
    2,240President(3)
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael E. Jennings
    
    
    2004
    
    
    
    125,000
    
    
    
    
    
    
    
    
    
    
    
    7,800
    (6)
    
    
    
    
    
    
    46,557Former President &
    
    
    2003
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    40,500
    
    
    
    
    
    
    
    62,090Chief Operating
    
    
    2002
    
    
    
    200,000
    
    
    
    30,000
    
    
    
    
    
    
    
    42,500
    
    
    
    45,000
    
    
    
    65,115Officer(4)Albert N. Wergley
    
    
    2004
    
    
    
    188,511
    (8)
    
    
    
    
    
    
    
    
    
    
    7,800
    
    
    
    
    
    
    
    52,808Former Vice President,
    
    
    2003
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    27,000
    (9)
    
    
    
    
    
    
    2,585General Counsel &
    
    
    2002
    
    
    
    200,000
    
    
    
    20,000
    
    
    
    
    
    
    
    25,500
    
    
    
    30,000
    
    
    
    2,366Secretary(7)
 
 (1)
    
    Bonus awards are reported for the year earned, but may have been paid in the subsequent
year.(2)
    
    For 2004, includes: (i) travel and temporary housing expenses for Mr. Jennings
($21,361.63); (ii) the dollar value of insurance premiums paid by InteliData for the
benefit of Mr. Dominick ($6,505.94); (iii) the amount of InteliData matching
contributions made on behalf of the named individual under InteliDatas 401(k) Plan as
follows: Mr. Dominick ($2,500.00), Ms. Kracher ($2,240.35), Mr. Jennings ($1,961.46),
and Mr. Wergley ($2,807.78); (iv) $5,229.49 for the forgiveness of a loan from
InteliData to Mr. Dominick; (v) the fair market value ($6,935.00) of the 2000 Toyota
Camry given to Mr. Jennings pursuant to his Separation Agreement and General Release
with InteliData; (vi) the amount of consulting fees ($15,000.00), plus expenses
($1,299.00), paid to Mr. Jennings in 2004; and (vii) an amount of severance ($50,000.00)
paid to Mr. Wergley pursuant to his Separation Agreement and General Release with
InteliData.For 2003, includes: (i) travel and temporary housing expenses for Mr. Dominick ($17,490)
and Mr. Jennings ($59,090); (ii) the dollar value of insurance premiums paid by
InteliData for the benefit of Mr. Dominick ($11,866); and (iii) the amount of Company
matching contributions made on behalf of the named individual under InteliDatas 401(k)
Plan as follows: Mr. Dominick ($2,500), Mr. Jennings
($3,000), and Mr. Wergley ($2,585).For 2002, includes: (i) travel and temporary housing expenses for Mr. Dominick ($53,396)
and Mr. Jennings ($62,365); (ii) the dollar value of insurance premiums paid by
InteliData for the benefit of Mr. Dominick ($7,521); and (iii) the amount of Company
matching contributions made on behalf of the named individuals under InteliDatas 401(k)
Plan as follows: Mr. Dominick ($2,500), Mr. Jennings
($2,750), and Mr. Wergley ($2,366).(3)
    
    Ms. Kracher joined InteliData in January 2004 and became an officer of
InteliData in August 2004.(4)
    
    Mr. Jennings resigned from his position as President & Chief Operating Officer on
August 15, 2004.(5)
    
    For 2004, consists of the fair market value of a restricted stock award on the date of
the award of 25,000 shares on May 21, 2004. The award vests, subject to Ms. Krachers
continued employment, on November 21, 2005. 5




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(6)
    
    For 2004, consists of the fair market value of a restricted stock award on the date of
the award of 10,000 shares on May 21, 2004. The award terminated due to Mr. Jennings
resignation. For 2003, consists of the fair market value of a restricted stock award on
the date of the award of 30,000 shares on April 15, 2003. The award vested on October 15, 2004. For 2002, consists of the fair market value of a restricted stock award on
the date of the award of 25,000 shares on February 21, 2002. The award vested on August 21, 2003.(7)
    
    Mr. Wergley resigned from his position as Vice President, General Counsel & Secretary
on November 5, 2004.(8)
    
    Includes unused vacation pay ($11,588.47) accrued to Mr. Wergley through November 5,
2004.(9)
    
    For 2004, consists of the fair market value of a restricted stock award on the date of
the award of 10,000 shares on May 21, 2004. The award terminated due to Mr. Wergleys
resignation. For 2003, consists of the fair market value of a restricted stock award on
the date of the award of 20,000 shares on April 15, 2003. The award vested on October 15,
2004. For 2002, consists of the fair market value of a restricted stock award on
the date of the award of 15,000 shares on February 21, 2002. The award vested on August 21, 2003. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (b) EXHIBITS Exhibit No.
    
    Description# 23.3
    
    Consent of Independent Registered Public Accounting Firm.# 31.1
    
    Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 
 #
    
    Filed herewith. 6




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized. INTELIDATA TECHNOLOGIES CORPORATIONBy:
    /s/ Alfred S. Dominick, Jr.Alfred S. Dominick, Jr.Chairman, Chief Executive Officer, and
Acting Chief Financial Officer
(Principal Executive Officer and Principal
Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the
dates indicated. Signature
    
    Title
    
    Date/s/ Alfred S. Dominick, Jr.
Alfred S. Dominick, Jr.
    
    Chairman, Chief Executive Officer,
and Acting Chief Financial Officer
    
    July 7, 2005/s/ Karen A. Kracher
Karen A. Kracher
    
    President and Chief Sales and
Marketing Officer
    
    July 7, 2005/s/ Monique L. Marcus
Monique L. Marcus
    
    Vice President, Finance & Treasurer
(Principal Accounting Officer)
    
    July 7, 2005/s/ Neal F. Finnegan
Neal F. Finnegan
    
    Director
    
    July 7, 2005/s/  Patrick F. Graham
Patrick F. Graham
    
    Director
    
    July 7, 2005/s/ Michael E. Jennings
Michael E. Jennings
    
    Director
    
    July 7, 2005/s/ L. William Seidman
L. William Seidman
    
    Director
    
    July 7, 2005/s/ Norman J. Tice
Norman J. Tice
    
    Director
    
    July 7, 2005
 7