SECURITIES
AND EXCHANGE COMMISSION
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. )
Filed by the Registrant x Filed by a Party
other than the Registrant o
Check the
appropriate box:
o Preliminary Proxy
Statement
o Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy
Statement
o Definitive Additional
Materials
x Soliciting Material Under Rule
14a-12
Online
Resources Corporation
Name
of Registrant as Specified in Its Charter
Payment
of Filing Fee (Check the appropriate box):
x No fee required.
o Fee computed on table below per
Exchange Act Rules 14a-6(i)(4) and 0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
|
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
|
|
(5)
|
Total
fee paid:
|
|
|
Fee
paid previously with preliminary
materials.
|
|
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
|
(1)
|
Amount
Previously Paid:
|
|
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
|
|
(3)
|
Filing
Party:
|
|
|
(4)
|
Date
Filed:
|
News---For
Immediate Release
Media
Contact: Investor
Contact:
Beth
Halloran Catherine
Graham
Sr. Dir.,
Corporate
Communications EVP & Chief Financial
Officer
703.653.2248
703.653.3155
bhalloran@orcc.com cgraham@orcc.com
ONLINE
RESOURCES ANNOUNCES INTENTION TO DISTRIBUTE PROXY MATERIAL
CHANTILLY, Va., February 12, 2009 – Online
Resources Corporation (Nasdaq: ORCC), a leading provider of web-based financial
services, today announced that it will soon distribute its proxy statement and
annual report for Online Resources’ 2009 Annual Meeting of
Shareholders. This meeting is scheduled to be held on Wednesday, May
6, 2009.
Special
Value Opportunities Fund, LLC (“SVOF”), a private investment fund, has
nominated three individuals for election to the Online Resources Board of
Directors. Tennenbaum Capital Partners, LLC, a Santa Monica, CA based hedge
fund, serves as investment advisor to SVOF.
Online
Resources strongly urges its shareholders NOT to act on any proxy materials
until they have received and reviewed the Company’s proxy materials, which will
include a WHITE proxy card.
About
Online Resources
Online Resources powers financial
technology services for thousands of financial institutions, billers and credit
service providers. Its proprietary suite of account presentation and
payment services are branded to its clients, and augmented by marketing services
to drive consumer and business end-user adoption. The Company serves over
10 million end-users and processes $100 billion in bill payments annually.
Founded in 1989, Online Resources (www.orcc.com) is recognized as one of the nation’s
fastest growing technology companies.
Additional
Information
The
Company will be filing a proxy statement concerning the solicitation of proxies
by the board of directors in connection with the election of directors and other
issues to be decided at the 2009 Annual Meeting of
Stockholders. As
required by the Securities and Exchange Commission, (“SEC”), you are urged to
read the proxy statement when it becomes available because it will contain
important information. After it is filed with the SEC, you will be
able to obtain the proxy statement free of charge at the SEC’s website
(www.sec.gov). A proxy statement also will be made available for free
to any stockholder of the Company who makes a request to the Corporate
Secretary, at (703) 653-3100 or 4795 Meadow Wood Lane, Chantilly, Virginia
20151.
Online
Resources Corporation and its directors and executive officers and other members
of management and employees may be deemed to be participants in the solicitation
of proxies in connection with the 2009 Annual Meeting of
Stockholders. Information regarding these persons will be included in
the proxy statement concerning the solicitation of proxies
by the board of directors in connection with the election
of
directors
and other issues to be decided at the 2009 Annual Meeting of
Stockholders. In addition, Online Resources Corporation files annual,
quarterly and special reports, proxy and information statements, and other
information with the SEC. These documents are available free of charge through
the SEC’s electronic data system called IDEA at www.sec.gov or through the
Investors section of our website at www.orcc.com.
Forward-Looking
Statements
This
news release contains statements about future events and expectations, which
are "forward-looking statements." Any statement in this release that is not a
statement of historical fact may be deemed to be a forward-looking statement.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the company's actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Specifically factors that might cause such a difference include, but are not
limited to: the company's history of losses and anticipation of future losses;
the company's dependence on the marketing efforts of third parties; the
potential fluctuations in the company's operating results; the company's
potential need for additional capital; the company's potential inability to
expand the company's services and related products in the event of substantial
increases in demand for these services and related products; the company's
competition; the company's ability to attract and retain skilled personnel; the
company's reliance on the company's patents and other intellectual property; the
early stage of market adoption of the services it offers; consolidation of the
banking and financial services industry; and those risks and uncertainties
discussed in filings made by the company with the Securities and Exchange
Commission, including those risks and uncertainties contained under the heading
"Risk Factors" in the company's Form 10-K, latest 10-Q, and S-3 as filed with
the Securities and Exchange Commission. These factors should be considered in
evaluating the forward-looking statements, and undue reliance should not be
placed on such statements.
#
# #