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PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated February 27, 2001) Registration No. 333-52820
ONLINE RESOURCES CORPORATION
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$20,000,000
8% Convertible Subordinated Notes Due 2005
and
4,210,526 Shares of Common Stock
Issuable Upon Conversion of the Notes
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The following information supplements information contained in
our prospectus dated February 27,2001, relating to our $20,000,000 eight
percent convertible subordinated notes due September 30, 2005, including
the potential offer and sale from time to time by holders of the notes
and the underlying shares of our common stock. See "Plan of
Distribution" in our prospectus.
This prospectus supplement may only be delivered or used in
connection with our prospectus. This prospectus supplement is
incorporated by reference into our prospectus. Our common stock is
listed on The Nasdaq National Market under the symbol "ORCC."
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Prospectus Supplement dated June 20, 2001
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The notes were originally issued by us and sold by Jefferies & Company,
Inc., as placement agent, in a transaction exempt from the registration
requirements of the Securities Act to persons reasonably believed by the
placement agent to be qualified institutional buyers or other institutional
accredited investors. Selling holders, including their transferees, pledgees or
donees or their successors, may from time to time offer and sell any or all of
the notes and common stock into which the notes are convertible. On May 22, 2001
and May 24, 2001 we repurchased $3,000,000 and $500,000, respectively, of the
notes in privately negotiated transactions. Accordingly, as of the date of
filing this prospectus supplement, $16,500,000 of the notes are outstanding.
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The following table supplements the information in our prospectus with
respect to the selling holders and the principal amounts of notes and common
stock they beneficially own that may be offered under our prospectus. The
information is based on information provided by or on behalf of the selling
holders. All information provided in this prospectus supplement is as of June
20, 2001.
The selling holders may offer all, some or none of the notes or common
stock into which the notes are convertible. Thus, we cannot estimate the amount
of the notes or the common stock that will be held by the selling holders upon
termination of any sales. The column showing ownership after completion of the
offering assumes that the selling holders will sell all of the securities
offered by this prospectus supplement. In addition, the selling holders
identified below and the selling holders previously identified on our prospectus
may have sold, transferred or otherwise disposed of all or a portion of their
notes since the date on which they provided the information about their notes in
transactions exempt from the registration requirements of the Securities Act or
pursuant to our prospectus. The selling holder named in the table below,
Jefferies & Company, Inc. acted as the placement agent in connection with our
private placement of the Securities in September 2000. No selling holder named
in the table below beneficially owns one percent or more of our common stock.
Common stock owned prior to the offering and after completion of the offering
includes shares of common stock issuable upon conversion of our 8% convertible
subordinated notes due September 30, 2005.
PRINCIPAL AMOUNT
OF CONVERTIBLE COMMON STOCK
NOTES COMMON STOCK OWNED AFTER
NAME OF SECURITY BENEFICIALLY OWNED PRIOR TO COMMON STOCK COMPLETION OF THE
HOLDER OWNED AND OFFERED OFFERING OFFERED OFFERING
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Jefferies & Company,
Inc. 500,000 105,263 105,263 -
Jefferies & Company,
Inc. 1,765,000 371,579 371,579 -
Information concerning the selling holders may change from time to time
and any changed information will be set forth in future prospectus supplements
if and when necessary. In addition, the per share conversion price and the
"make-whole" payment, if any, and therefore the number of shares of common stock
issuable upon conversion or redemption of the notes, are subject to adjustment.
See "Description of The Convertible Notes" in the prospectus. As a result, the
aggregate principal amount of notes and the number of shares of common stock
issuable upon conversion or redemption may increase or decrease.