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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):   June 9, 2003
     

ONLINE RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)
         
Delaware   000-26123   52-1623052
 
 
(State or other   (Commission   (IRS Employer
jurisdiction of   File Number)   Identification No.)
incorporation)    
 
7600 Colshire Drive, McLean, VA 22102
(Address of principal executive offices) (Zip Code)
     
Registrant’s telephone number, including area code:   (703) 394-5100
   

 

 

Item 5. Other Events.

     On June 10, 2003, Online Resources Corporation (the “Company”) publicly disseminated a press release announcing that it had strengthened its balance sheet by increasing its stockholders’ equity and reducing its convertible notes. The Company increased its stockholders’ equity by $4.4 million dollars through a private placement on June 9, 2002 of 1,336,000 shares of newly issued common stock to a group of institutional investors. In separate transactions, the Company also repurchased $3.9 million of its convertible notes at par. The Company also announced that it was now in compliance with the continued listing requirements of the Nasdaq National Market and, subject to confirmation from Nasdaq, expects to continue trading on the National Market without interruption. The information contained in the press release is incorporated herein by reference and is filed as Exhibit 99.1 hereto.

Item 7. Financial Statements and Exhibits.

(c)   Exhibits.
     
10.1   Form of Stock Purchase Agreement, between the Company and purchasers of common stock.
10.2   First Amendment, dated June 9, 2003, to the Rights Agreement, dated as of January 11, 2002, between the Company and American Stock Transfer and Trust Company.
99.1   Press Release, dated June 10, 2003.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    ONLINE RESOURCES CORPORATION
     (Registrant)
         
Date: June 16, 2003   By:
Name:
Title: 		  /s/ Catherine A. Graham
Catherine A. Graham
Executive Vice President, Chief
Financial Officer and Secretary

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EXHIBIT INDEX

     
Exhibit    
Number   Description
 
10.1   Form of Stock Purchase Agreement, between the Company and purchasers of common stock.
10.2   First Amendment, dated June 9, 2003, to the Rights Agreement, dated as of January 11, 2002, between the Company and American Stock Transfer and Trust Company.
99.1   Press Release, dated June 10, 2003.

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