UNITED STATES

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): ~~February~~March 2611, 2013

Online Resources Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-26123	52-1623052
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
4795 Meadow Wood Lane, Chantilly, Virginia		20151
(Address of principal executive offices)		(Zip Code)


4795 Meadow Wood Lane, Chantilly, Virginia		20151
(Address of principal executive offices)		(Zip Code)

703-653-3100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement~~

On ~~February~~March 2611, 2013, ~~Online~~pursuant ~~Resources~~to ~~Corporation~~the (terms of the ~~“Company”)~~previously announced Transaction Agreement, ~~entered~~dated ~~into~~as aof ~~Credit~~January 30, 2013 (the “Transaction Agreement”), by and among ~~the~~ACI ~~Company~~Worldwide, ~~Bank~~Inc., ofa ~~America~~Delaware corporation (“ACI”), NOcelot Acquisition Corp.A., ~~(the~~a Delaware corporation and direct wholly owned subsidiary of ACI (“~~Agent~~Purchaser”), and ~~the~~Online Resources ~~guarantors~~Corporation, a Delaware corporation (“ORCC”), Purchaser was merged with and ~~lenders~~into ~~set~~ORCC, ~~forth~~with ~~therein~~ORCC (continuing as the ~~“Agreement”)~~surviving corporation and a wholly owned subsidiary of ACI.

~~The~~Item ~~Agreement~~2.01 isCompletion ~~structured as a $7,500,000 revolving credit facility which matures on March 31, 2013, subject to an extension~~ of ~~the~~Acquisition maturity date to May 31, 2013, if certain conditions are satisfied. Proceeds from the credit facility may be used to finance working capital and capital expenditures and for other general corporate purposes. Interest is due and payable in arrears (i) for each Eurodollar rate loan, on the date one month after disbursement, conversion or ~~continuation~~Disposition ~~as a Eurodollar rate loan and the maturity date and (ii) for each base rate loan, on the last business day~~ of ~~each calendar month and the maturity date~~Assets. ~~At the Company’s election, the loans will bear interest at either the British Bankers Association LIBOR Rate plus 3.50% or the base rate plus 2.50%.~~

~~The~~As ~~Agreement~~previously ~~contains representations~~announced, ~~warranties~~pursuant ~~and~~to ~~covenants~~the ~~that~~terms ~~are~~of ~~customary~~the ~~for~~Transaction ~~similar~~Agreement ~~credit arrangements,~~and ~~including~~upon ~~among~~the ~~other~~terms ~~things~~and ~~covenants~~conditions ~~related~~thereof, toACI ~~(i) financial reporting~~ and ~~notification,~~Purchaser ~~(ii) payment~~commenced ofa ~~obligations,~~tender ~~(iii) compliance~~offer ~~with applicable laws and~~ (ivthe “Offer”) ~~notification~~ ofto ~~certain~~acquire ~~events.~~all ~~Financial~~of ~~covenants will also require~~ the ~~Company~~outstanding toshares ~~maintain~~of ~~(i) a~~ORCC’s ~~leverage~~common ~~ratio~~stock, nopar ~~greater~~value ~~than 2~~$0.750001 toper ~~1.0,~~share (iithe “Shares”) a, ~~fixed~~for ~~charge~~$3.85 ~~coverage~~per ~~ratio~~Share ofin nocash, ~~less~~without ~~than~~interest ~~1.2~~and subject to ~~1.0~~applicable ~~and~~withholding taxes (~~iii) a~~the ~~receivable~~“Offer ~~ratio~~Price” ofor nothe ~~less than 1~~“Merger Consideration”).25 ~~to 1.0.~~

~~The~~On ~~Agreement~~March 11, ~~contains~~2013, ~~various~~ACI ~~customary~~announced ~~restrictive~~the ~~covenants~~completion of the Offer which expired at 12:00 midnight, ~~subject~~New York toCity ~~certain~~time, ~~exceptions~~on March 8, ~~that~~2013. ~~prohibit~~According to the American Stock Transfer & Trust Company, ~~from~~LLC, ~~among other~~the ~~things~~depositary for the Offer, ~~incurring~~as ~~additional~~of ~~indebtedness~~the orexpiration ~~guarantees,~~of ~~creating~~the ~~liens~~Offer, orapproximately ~~other~~28,588,101 ~~encumbrances~~shares on(excluding ~~property~~607,135 ~~entering~~shares ~~into~~that ~~merger~~were tendered orpursuant ~~similar~~to ~~transactions,~~guaranteed ~~selling~~delivery orprocedures) ~~transferring~~were ~~certain~~validly ~~property~~tendered and not withdrawn in the Offer, ~~making~~representing ~~certain~~approximately ~~restricted~~82.8% ~~payments~~of ORCC’s issued and ~~entering~~outstanding shares. On March 11, 2013, ACI also announced that Purchaser had ~~into~~accepted ~~transactions~~for payment, in accordance with ~~affiliates~~the terms of the Offer, all shares that were validly tendered and not withdrawn prior to the expiration of the Offer.

~~The~~In ~~failure~~addition, toon ~~comply~~March 11, ~~with~~2013, pursuant to the ~~foregoing~~terms ~~covenants~~of ~~will~~the ~~constitute~~Transaction anAgreement, ~~event~~Purchaser ofexercised ~~default under~~its option (the ~~Agreement.~~“Top-Up ~~Other~~Option”) ~~events~~to ofpurchase ~~default~~directly ~~under~~from ~~the~~ORCC ~~Agreement~~an ~~include~~aggregate number of additional Shares that, ~~among~~when ~~other~~added ~~things~~to ~~(i)~~ the ~~failure~~number toof ~~timely~~Shares ~~pay~~already ~~principal,~~owned ~~interest,~~immediately ~~fees~~prior orto ~~other~~the ~~amounts~~exercise ~~due~~of ~~and~~such ~~owing,~~option (~~ii) a~~which ~~cross-default~~for ~~with~~these ~~respect~~purposes does not include Shares that were tendered subject to ~~certain~~guaranteed ~~other~~delivery procedures), would ~~indebtedness~~result in Purchaser, ~~(iii) the~~ACI ~~occurrence~~and ACI’s wholly owned subsidiaries owning at least 90% of ~~certain~~the ~~bankruptcy~~then oroutstanding ~~insolvency~~Shares. ~~events,~~Pursuant ~~and~~to ~~(iv)~~ the ~~occurrence~~exercise of the Top-Up Option, Purchaser purchased directly from ORCC a ~~change~~total of ~~control~~24,925,134 newly issued Shares (~~other~~the ~~than~~“Top-Up ~~with~~Option ~~respect~~Shares”) toat the ~~previously~~Offer ~~announced~~Price. ~~transaction~~Such Top-Up Option Shares, combined with the Shares already owned by Purchaser, ACI ~~Worldwide~~and ACI’s wholly owned subsidiaries, ~~Inc~~represented 90% of the then outstanding Shares.).

~~The~~Pursuant ~~Company’s~~to ~~obligations~~the ~~under~~terms of the Transaction Agreement, ~~are~~following ~~guaranteed~~the byexercise of the ~~Company~~Top-Up Option, Purchaser effected a “short form” merger under Delaware law of Purchaser with and into ORCC, with ORCC as the surviving corporation, without the need for a meeting of ORCC’s ~~existing~~stockholders ~~and~~(the ~~future~~“Merger”). ~~domestic~~At the effective time of the Merger on March 11, 2013, all outstanding Shares, other than (i) Shares owned by ACI, Purchaser or any of their subsidiaries, (ii) Shares owned by ORCC or any of its subsidiaries, and (iii) Shares held by ORCC shareholders who properly demand appraisal ~~subject~~for their shares under Delaware law, were cancelled and converted into the right to ~~certain~~receive ~~limitations~~the Merger Consideration. As a result of the Merger, ORCC became a wholly owned subsidiary of ACI.

~~The~~Item ~~foregoing~~3.01 ~~description~~Notice of ~~the~~Delisting ~~Agreement~~or isFailure ~~not~~to ~~complete~~Satisfy ~~and~~a isContinued ~~qualified~~Listing inrule ~~its~~or ~~entirety by~~Standard; ~~reference~~Transfer ~~to the full text~~ of ~~the Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.~~ Listing

~~Item~~As ~~2.03~~a ~~Creation~~result of athe ~~Direct~~Offer ~~Financial~~and ~~Obligation~~the orMerger, anORCC ~~Obligation~~no ~~under~~longer anfulfills ~~Off-Balance~~the ~~Sheet~~numerical ~~Arrangement~~listing requirements of athe ~~Registrant~~NASDAQ Global Select Market (“Nasdaq”). On March 11, 2013, ORCC notified Nasdaq of its intent to remove its Shares from listing on

~~The~~ Nasdaq ~~information~~and ~~set~~requested ~~forth~~that inNasdaq ~~Item 1~~file a Notification of Removal from Listing on Form 25 with the Securities and Exchange Commission (“SEC”) to delist and deregister the Shares, which Nasdaq filed on such date.01 ~~above~~ORCC isintends ~~incorporated~~to byfile ~~reference~~with ~~into~~the ~~this~~SEC ~~Item 2~~a Form 15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would terminate and suspend ORCC’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.03 The trading of Shares on Nasdaq was suspended on March 11, 2013.

Item 3.02

Unregistered Sales of Equity Securities

The information included in Item 2.01 regarding the Top-Up Option is incorporated into this Item 3.02 by reference. The Top-Up Option and the shares issued upon exercise of the Top-Up Option were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act, as a transaction by an issuer not involving a public offering.

Item 3.03

Material Modification to Rights of Security Holders

The information set forth in Items 2.01, 3.01, and 5.01 is incorporated into this Item 3.03 by reference.

At the effective time of the Merger, each outstanding Share immediately prior to the effective time (other than (i) Shares owned by ACI, Purchaser or any of their subsidiaries, (ii) Shares owned by ORCC or any of its subsidiaries, and (iii) Shares held by ORCC shareholders who properly demand appraisal for their shares under Delaware law) was cancelled and converted into the right to receive the Merger Consideration.

Item 5.01

Changes in Control of Registrant

As a result of the acceptance of and payment for Shares in the Offer, on March 11, 2013, a change of control of ORCC occurred. Upon the effectiveness of the Merger, ORCC became a wholly owned subsidiary of ACI. The disclosure under Items 2.01 and 3.01 is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger and pursuant to the terms of the Transaction Agreement, at the effective time of the Merger, each of ORCC’s directors ceased to be members of its Board of Directors (the “Board”). As of the effective time, each of Dennis P. Byrnes and Craig Maki, the directors of Purchaser immediately prior to the effective time, became the members of the Board of ORCC.

In addition, the initial officers of the surviving corporation are the officers of ORCC immediately prior to the effective time.

The biography of each of these directors is contained in ORCC’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on February 8, 2013, including the Information Statement comprising Annex A thereto, and such information is incorporated by reference herein.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

In connection with the Merger and pursuant to the terms of the Transaction Agreement, at the effective time of the Merger, each of the certificate of incorporation and bylaws of ORCC were restated in their entirety. The restated certificate of incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference. The amended and restated bylaws are attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.		Description
10.1		Credit Agreement by and among Online Resources Corporation, Bank of America, N.A. and the guarantors and lenders set forth therein, dated February 26, 2013.
Exhibit 3.1		Amended and Restated Certificate of Incorporation.
Exhibit 3.2		Amended and Restated Bylaws.

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
February 26, 2013	By:	/s/ Joseph L. Cowan
March 13, 2013	By:	/s/ Dennis P. Byrnes
	~~Name:~~	~~Joseph L. Cowan~~Name:	Dennis P. Byrnes
	~~Title:~~	~~President and Chief Executive Officer~~Title:	Vice President

EXHIBIT INDEX

Exhibit No.		Description
10.1		Credit Agreement by and among Online Resources Corporation, Bank of America, N.A. and the guarantors and lenders set forth therein, dated February 26, 2013.
Exhibit 3.1		Amended and Restated Certificate of Incorporation.
Exhibit 3.2		Amended and Restated Bylaws.

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