As filed with the Securities and Exchange Commission on May 15, 2007

Registration No. 333-122401

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933

CORILLIAN CORPORATION

Oregon (State or other jurisdiction of incorporation or organization)		91-1795219 (I.R.S. Employer Identification Number)

3400 NW John Olsen Place
Hillsboro, Oregon 97214-5805
(Address of principal executive offices, including zip code)

Peter J. Kight
Corillian Corporation
3400 NW John Olsen Plane
Hillsboro, Oregon 97214-5805
(503) 629-3300
(Name, address and telephone number, including area code, of agent for service)

 

 

EXPLANATORY STATEMENT

     On January 31, 2005, Corillian Corporation (“Corillian”) filed with the United States Securities and Exchange Commission a registration statement on Form S-8 (File No. 333-122401) (the “Registration Statement”), which registered 999,999 shares of Corillian’s common stock, without par value (the “Corillian Common Stock”) issuable under the terms of the Corillian Corporation 2000 Employee Stock Purchase Plan and 1,200,000 shares of Corillian Common Stock issuable under the terms of the Corillian Corporation Amended and Restated 2000 Stock Incentive Compensation Plan.

     On February 13, 2007, Corillian entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CheckFree Corporation (“CheckFree”) and CheckFree’s wholly owned subsidiary. Pursuant to the terms of the Merger Agreement, CheckFree’s wholly owned subsidiary would merge with and into Corillian (the “Merger”), with Corillian being the surviving corporation, and all shares of Corillian Common Stock outstanding at the effective time of the Merger would be converted into the right to receive $5.15 per share, without interest.

     On April 30, 2007, Corillian held a special meeting of shareholders at which the Corillian shareholders approved and adopted the Merger Agreement. The Merger became effective on May 15, 2007 (the “Effective Date”) upon the filing of Articles of Merger with the Secretary of State of the State of Oregon.

     As a result of the Merger, Corillian has terminated all offerings of Corillian Common Stock pursuant to its existing registration statements, including the Registration Statement. This Post-Effective Amendment No. 1 to the Registration Statement is being filed to remove from registration all shares of Corillian Common Stock registered under the Registration Statement which remain unsold as of the Effective Date.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, State of Georgia, on this 15th day of May, 2007.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities indicated below on this 15th day of May, 2007.

Signature		Title
/s/ PETER J. KIGHT   Peter J. Kight		Chief Executive Officer, President and Director (Principal Executive Officer)
/s/ DAVID E. MANGUM   David E. Mangum		Executive Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer)
/s/ MARK A. JOHNSON   Mark A. Johnson		Director