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As filed with the Securities and Exchange Commission on May 15, 2007
Registration No. 333-35448
 
 
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
(Exact name of registrant as specified in its charter)
     
Oregon    
(State or other jurisdiction of incorporation   91-1795219
or organization)   (I.R.S. Employer Identification Number)
3400 NW John Olsen Place
Hillsboro, Oregon 97214-5805

(Address of principal executive offices, including zip code)
 
Corillian Corporation
2000 Employee Stock Purchase Plan
Corillian Corporation
2000 Stock Incentive Compensation Plan
Corillian Corporation
1997 Stock Option Plan
 
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)
 
 

 


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EXPLANATORY STATEMENT
SIGNATURES


Table of Contents

EXPLANATORY STATEMENT
     On April 24, 2000, Corillian Corporation (“Corillian”) filed with the United States Securities and Exchange Commission a registration statement on Form S-8 (File No. 333-35448) (the “Registration Statement”), which registered 4,800,000 shares of Corillian’s common stock, without par value (the “Corillian Common Stock”) issuable under the terms of the Corillian Corporation 2000 Stock Incentive Compensation Plan, 999,999 shares of Corillian Common Stock issuable under the terms of the Corillian Corporation 2000 Employee Stock Purchase Plan and 3,351,856 shares of Corillian Common Stock issuable under the Corillian Corporation 1997 Stock Option 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 the 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.

 


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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.
         
  CORILLIAN CORPORATION
 
 
  By:   /s/ PETER J. KIGHT    
    Peter J. Kight   
    President and Chief Executive Officer   
 
     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