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Online Resources Files Registration Statement For Public Offering Of Common Stock


CHANTILLY, Va., February 10, 2005

Online Resources Corp. (Nasdaq: ORCC), a leading outsourcer of Internet financial services, today announced the filing of a registration statement with the Securities and Exchange Commission for a proposed public offering of 4,400,000 shares of its common stock, of which 4,100,000 shares will be offered by Online Resources and 300,000 shares will be offered by a selling stockholder. In addition to the shares described in this registration statement, other stockholders, who acquired their shares in conjunction with the acquisition of Incurrent Solutions, have the right to include up to an additional 814,835 shares in this offering. Also, the underwriters have an option to purchase up to an aggregate of 615,000 additional shares of common stock from Online Resources to cover over-allotments, if any.

The underwriters for this offering will be Friedman, Billings, Ramsey & Co., Inc. (NYSE:FBR) acting as lead manager and sole book-runner, with Jefferies & Company, Inc. and D.A. Davidson & Co. acting as co-managers.

When available, copies of the preliminary prospectus may be obtained from Friedman, Billings, Ramsey & Co., Inc. at Potomac Tower, 1001 19th Street North, Arlington, VA 22209. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Online Resources

Online Resources powers Internet financial services for 700 firms nationwide. The Company's proprietary account presentation, payment and relationship management services are branded to its client banks, credit unions, card issuers and payment acquirers. The Company serves over 3 million consumer end-users and processes over $10 billion in payments annually. Founded in 1989, Online Resources (Nasdaq: ORCC, Website: www.orcc.com) has been widely recognized as one of the nation's fastest growing technology firms.

This news release may contain 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. You are advised to review the 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.

 

Media Contact: Beth Halloran,
Director, Corporate Communications
Online Resources
703.653.2248
bhalloran@orcc.com

Investor Contact:
Catherine Graham
EVP & Chief Financial Officer
703.653.3155
cgraham@orcc.com