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MCLEAN, Va., Sept. 28 /PRNewswire/

Online Resources Corporation (Nasdaq: ORCC), a leading provider of Internet banking and bill payment services to financial institutions, today announced that it had completed the private placement of $20 million in convertible subordinated notes to a group of institutional and accredited investors. The notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration unless an applicable exemption from the registration requirements exist. The proceeds will be used for working capital to support the company's growth

The notes mature in 2005, unless previously converted, and carry an 8% coupon. They are convertible at a price of $4.75 per share subject to reset under certain circumstances in one year but in no event less than $4.00 per share. Subject to certain conditions, the company may redeem all or part of the notes prior to October 1, 2003.

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. Specific 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 Registration Statement on Form S-1and the company's Form 10-K as filed with the Securities and Exchange Commission. SOURCE Online Resources Corporation.