As filed with the Securities and Exchange Commission on March 7, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CLEARCOMMERCE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 7372 74-2760053
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
ClearCommerce Corporation
11500 Metric Boulevard, Suite 300
Austin, Texas 78758
(512) 832-0132
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Michael S. Grajeda
Vice President and Chief Financial Officer
ClearCommerce Corporation
11500 Metric Boulevard, Suite 300
Austin, Texas 78758
(512) 832-0132
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Paul R. Tobias Paul E. Hurdlow, P.C.
Dana Fallon P. Steven Hacker
Alan D. Bickerstaff John J. Gilluly III
John B. Sartain, Jr. Ariane A. Chan
Wilson Sonsini Goodrich & Rosati Gray Cary Ware & Freidenrich LLP
Professional Corporation 100 Congress Avenue, Suite 1440
8911 Capital of Texas Highway North, Austin, Texas 78701
Suite 3350 (512) 457-7000
Austin, Texas 78759
(512) 338-5400
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Each Class of Aggregate Offering Price Amount of
Securities to be Registered (1)(2) Registration Fee
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Common Stock $0.001 par value .. $57,500,000 $15,180
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(1) Includes dollar amount that the underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) promulgated under the Securities
Act of 1933, as amended.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.
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+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting offers to buy these +
+securities in any jurisdiction where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MARCH 7, 2000.
Shares
[ClearCommerce Corporation Logo]
Common Stock
--------
Prior to this offering, there has been no public market for our common stock.
The initial public offering price is expected to be between and per
share. We have applied to list our common stock on The Nasdaq Stock Market's
National Market under the symbol "CLCM."
The underwriters have an option to purchase a maximum of additional
shares to cover over-allotment shares.
Investing in the common stock involves risks. See "Risk Factors" on page 7.
Underwriting
Price to Discounts and Proceeds to
Public Commissions ClearCommerce
-------- ------------- -------------
Per Share.................................. $ $ $
Total...................................... $ $ $
Delivery of the shares of common stock will be made on or about ,
2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
Credit Suisse First Boston
Chase H&Q
SG Cowen
This date of this prospectus is , 2000.
[Artwork]
Top of Gatefold
A rectangular box with depiction of credit cards, a chain, two hands, a room
with computers and a globe with an oblong depiction of a portion of a computer
screen with the words "Forward" and "To: http://www."
At the top of the box, appear the words "ClearCommerce. Internet Transaction
Management." Beneath the box, appears the following paragraph:
"We provide e-commerce transaction management solutions that enable
businesses to automate transaction and payment processing. Our e-
commerce software allows businesses to conduct real-time transaction
processing, fraud analysis and protection, automated shipping and tax
calculation, digital content downloading and business reporting and
analysis. Our solution integrates with a business' online storefront
and customer relationship management, or CRM, applications and with its
existing business systems and processes."
At the bottom right corner of the page appear the ClearCommerce trademark
and the phrase "The Engine that drives eBusiness."
Back of Gatefold
The back of the gatefold will include a diagram with pictures of computers
on the left side with arrows pointing between a black box in the center of the
page. On the top of the left side of the page, a single picture of computers
appears under the caption "Single storefront." To the right of the picture is
the following sentence:
"The ClearCommerce Merchant Engine(TM) is designed for single
storefronts and a single credit card processor."
On bottom left side of the page, five overlapping pictures of computers appear
over the caption "Multiple Storefronts." To the right of the pictures is the
following sentence:
"The ClearCommerce Hosting Engine(R) supports multiple storefronts and
multiple credit card processors."
The following pictures appear beside the black box in the center of the
page: credit cards, a chain, a person with business reports, a computer
screen, computer diskettes, a highway and a router with cables. Within the
box, the following headings are included next to the pictures: Payment, Fraud
Protection, Reporting, Storefront APIs, Legacy API, Shipping/Tax and Digital
Content Download. The heading "ClearCommerce Engine" appears under the black
box.
An arrow from the black box points to a picture of a computer terminal with
data on the screen. The heading "Credit card processor" appears under the
picture.
On the far left side of the page is a box with a globe in the background. In
the center of the page, behind the box is a picture of a globe surrounded by a
box and pictures of a light bulb, a person and a cog. On the far right hand
side of the page is a rectangular box with a picture of a computer terminal in
the background.
At the bottom right hand corner of the page are the ClearCommerce trademark
and the caption "THE ENGINE THAT DRIVES eBUSINESS."
2
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TABLE OF CONTENTS
Page
----
Prospectus Summary.................. 4
Risk Factors........................ 7
Special Note Regarding Forward-
Looking Statements................. 21
Use of Proceeds..................... 22
Dividend Policy..................... 22
Capitalization...................... 23
Dilution............................ 24
Selected Consolidated Financial
Data............................... 25
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 27
Business............................ 35
Page
----
Management............................................................ 46
Related Party Transactions............................................ 56
Principal Stockholders................................................ 59
Description of Capital Stock.......................................... 62
Shares Eligible for Future Sale....................................... 66
Underwriting.......................................................... 68
Notice to Canadian Residents.......................................... 70
Legal Matters......................................................... 71
Experts............................................................... 71
Where You Can Find More Information................................... 71
Index to Consolidated Financial Statements............................ F-1
------------
You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
different information. This document may only be used where it is legal to sell
these securities. The information in this document may only be accurate on the
date of this document.
Dealer Prospectus Delivery Obligation
Until , 2000 (25 days after the date of this prospectus), all dealers
that effect transactions in these securities, whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to
the dealers' obligation to deliver a prospectus when acting as an underwriter
and with respect to unsold allotments or subscriptions.
3
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information that
you should consider before investing in our common stock. You should read the
entire prospectus carefully, including our financial statements and the risks
of investing in our common stock discussed under "Risk Factors," before making
an investment decision.
ClearCommerce Corporation
We are a leading provider of e-commerce transaction management solutions
that enable businesses to automate transaction and payment processing. Our e-
commerce software allows businesses to conduct real-time transaction
processing, fraud analysis and protection, automated shipping and tax
calculation, digital content downloading and business reporting and analysis.
Using an open architecture and industry standards, our solution integrates with
a business' online storefront and customer relationship management, or CRM,
applications and with its existing business systems and processes.
International Data Corporation estimates that the worldwide e-commerce
application market will increase from $1.7 billion in 1999 to $13.1 billion by
2003. Although many e-businesses have implemented a variety of solutions to
improve the online customer shopping experience, these solutions generally fail
to provide transaction management--the automation of payment processing and the
integration of related transaction information with existing business systems
and processes. Automated transaction management that delivers a comprehensive
solution 24 hours a day, seven days a week, without costly and lengthy
implementation, is critical to increasing efficiency and scalability.
We have designed the architecture of our transaction management solution to
meet the stringent performance, reliability and scalability requirements of e-
businesses. Our two principal e-commerce software products, Merchant Engine and
Hosting Engine, include similar functionality, but each is designed to meet the
needs of different customers. Merchant Engine supports single businesses.
Hosting Engine enables commerce service providers, or CSPs, a group of
application service providers, or ASPs, focused on e-commerce, to
simultaneously support multiple businesses and enables large businesses to
simultaneously support multiple divisions. We also offer customization and
implementation services, customer service and support and maintenance and
hosting services for our products.
As of December 31, 1999, thousands of businesses engaged in e-commerce used
our solution either directly or through CSPs. Some of the customers that have
licensed our products directly from us include the following: Apple Computer,
BuyitNow.com, Cabela's, Cooking.com, Corbis, Electronic Arts, E-Stamp,
Flooz.com, HP Shopping Village, Harrods, Mary Kay Cosmetics, Onvia, Pets.com,
Pitney Bowes, Sun Microsystems and TheStreet.com. In addition, our products
have been adopted by a number of leading CSPs, including Cardservice
International, Chase Merchant Services, CSP Source, EDS, Intel/iCat, Orbit
Commerce, Planet Online, PNC Bank and ShopNow.com. In order to expand the
adoption of our solution, we also have established relationships with other e-
business infrastructure companies, including Art Technology Group, BroadVision,
Hewlett-Packard, Mercantec, Microsoft and Vignette.
We were incorporated in Delaware and began operations in September 1995 as
Outreach Communications Corporation. References in this prospectus to
"ClearCommerce," "we," "our," "our company" and "us" refer to ClearCommerce
Corporation, a Delaware corporation.
Our principal executive offices are located at 11500 Metric Boulevard, Suite
300, Austin, Texas 78758, and our telephone number is (512) 832-0132.
We maintain a web site at www.clearcommerce.com. Information contained on
our web site does not constitute part of this prospectus.
4
The Offering
Common stock offered by us......................... shares
Common stock to be outstanding after the offering.. shares
Use of proceeds.................................... For working capital and
general corporate
purposes.
Proposed Nasdaq National Market symbol............. CLCM
Unless otherwise indicated, the number of shares of common stock outstanding
after this offering is based on 16,095,968 shares outstanding as of December
31, 1999, including the issuance of 1,299,943 shares of Series C preferred
stock in January and February 2000, assuming conversion of all outstanding
preferred stock and payment in shares of common stock of accrued and unpaid
dividends on the preferred stock as of December 31, 1999 and excluding:
.1,271,931 shares of common stock issuable upon exercise of stock options
outstanding as of March 7, 2000 with a weighted average exercise price
of $6.35 per share;
. 80,179 shares of common stock issued upon exercise of stock options
between December 31, 1999 and March 7, 2000;
.700,483 shares of common stock and 285,675 shares of preferred stock
issuable upon exercise of outstanding warrants as of March 7, 2000 with
a weighted average exercise price of $6.06 per share;
.1,342,047 shares reserved for future issuance under our 1997 Stock
Option/Issuance Plan, 300,000 shares reserved for issuance under our
2000 Director Plan and 600,000 shares reserved for sale under our 2000
Employee Stock Purchase Plan as of March 7, 2000;
. 41,329 shares of common stock issuable as payment of accrued and unpaid
dividends on outstanding preferred stock after December 31, 1999 and on
outstanding preferred stock warrants as of March 7, 2000; and
. shares that we have agreed to issue to Cardservice International at
a per share purchase price equal to the price to the public in this
offering; the number of shares that we have agreed to issue Cardservice
International will equal the lower of 10% of the shares sold in this
offering (excluding the underwriter's over-allotment option) or the
number of shares purchasable for an aggregate of $6 million at such
offering price.
"ClearCommerce" and "Hosting Engine" are registered trademarks of our
company. We also use the trademarks "FraudShield" and "Merchant Engine."
Each trademark, trade name or service mark of any other company appearing in
this prospectus belongs to its holder.
5
Summary Consolidated Financial Data
The summary consolidated financial data set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and the
notes thereto included elsewhere in this prospectus. The consolidated statement
of operations data set forth below for the years ended December 31, 1997, 1998
and 1999 and the consolidated balance sheet data as of December 31, 1999 have
been derived from our audited consolidated financial statements included
elsewhere in this prospectus. The historical results are not necessarily
indicative of results for any future period. The "Pro Forma" column in the
table below reflects our capitalization as of December 31, 1999 with
adjustments for the issuance of 1,299,943 shares of Series C preferred stock
after December 31, 1999, the automatic conversion of all shares of outstanding
Series A, Series B and Series C preferred stock into 12,176,313 shares of
common stock upon the closing of this offering, which includes the payment in
shares of common stock of accrued and unpaid dividends on the preferred stock
as of December 31, 1999. The "Pro Forma As Adjusted" column in the table below
reflects the application of the net proceeds from the sale by us of the
shares of common stock in this offering at an assumed initial public offering
price of $ per share and the deduction of the underwriting discount and
estimated offering expenses.
For the Year Ended December
31,
--------------------------------
1997 1998 1999
Consolidated Statement of Operations Data: -------- --------- -----------
(in thousands, except per
share data)
Revenues:
Software licenses........................... $ 147 $ 582 $ 3,294
Services.................................... 249 481 1,988
-------- -------- --------
Total revenues............................ 396 1,063 5,282
Gross margin.................................. 227 636 3,283
Loss from operations.......................... (1,190) (7,122) (14,138)
Net loss...................................... (1,147) (7,215) (14,627)
Net loss attributable to common stock......... (1,147) (7,485) (44,928)
Basic and diluted net loss per share.......... (0.89) (6.51) (23.78)
Shares used in computing basic and diluted net
loss per share............................... 1,283 1,149 1,889
Pro forma basic and diluted net loss per share
(unaudited).................................. $ (1.04)
Shares used in computing pro forma basic and
diluted net loss per share (unaudited)....... 14,065
December 31, 1999
--------------------------------
Pro Forma
Actual Pro Forma As Adjusted
-------- --------- -----------
(in thousands)
Consolidated Balance Sheet Data:
Cash and equivalents.......................... $ 16,915 $ 26,106
Working capital............................... 12,732 21,923
Total assets.................................. 23,678 32,869
Mandatorily redeemable convertible preferred
stock........................................ 66,066 --
Total common stockholders' (deficit) equity... (52,319) 22,938
6
RISK FACTORS
Any investment in our common stock involves a high degree of risk. You
should carefully consider the risks described below and all of the information
contained in this prospectus before deciding whether to purchase our common
stock. The risks and uncertainties described below are not the only risks and
uncertainties we face. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial may also impair our business
operations. If any of the following risks actually occur, our business,
financial condition and results of operations would suffer. In such case, the
trading price of our common stock could decline, and you may lose all or part
of your investment in our common stock.
Risks Related to Our Business
We have a limited operating history and are subject to the risks encountered by
early-stage companies.
We began operations in September 1995. We first offered transaction
processing hosting services for e-businesses in January 1996 and began selling
our software in November 1996. Accordingly, we have a very limited operating
history, and our business and prospects should be considered in light of the
heightened risks and uncertainties to which early-stage companies in rapidly
evolving markets, such as the e-commerce market, are particularly exposed.
These include:
. Risks that the intense competition and rapid technological change in our
industry could adversely affect demand for our products and services;
. Risks that we may not be able to expand our direct sales and marketing
channels or establish and fully utilize relationships with strategic
partners and indirect sales channel partners;
. Risks that our products or services may not perform to or adequately
support our customers' technical specifications or scale to handle
increased transaction volumes;
. Risks that our global expansion may not be successful; and
. Risks that any fluctuations in our quarterly operating results will be
significant relative to our revenues for the corresponding period.
Because we have a limited operating history, it may be difficult for you to
evaluate our business and its future prospects. Our business strategy may not
be successful, and we may not successfully address the risks that are discussed
in more detail below.
We have a history of losses, expect future losses and cannot assure you that we
will achieve profitability.
We have incurred significant net losses since our inception. We incurred net
losses of $1.1 million in 1997, $7.2 million in 1998 and $14.6 million in 1999.
As of December 31, 1999, we had an accumulated deficit of approximately $50.2
million. We increased our sales and marketing, research and development and
general and administrative expenses in 1999 and plan to continue to do so in
future periods. As a result, our net losses will likely increase, and we will
need to generate significantly higher revenues in order to achieve
profitability. If we do achieve profitability, we may not be able to sustain
it. Our inability to achieve or maintain profitability may have an adverse
effect on the price of our common stock and, therefore, your investment in our
company.
Our limited operating history makes it difficult to forecast our revenues and
expenses.
Our limited operating history makes it difficult to forecast our future
revenues and expenses. Although our revenues increased on a quarterly basis in
1999, you should not consider quarterly revenue growth as indicative of future
performance. Our revenues and operating results may be adversely affected by a
number of risks and uncertainties, including those listed elsewhere in these
risk factors. As a result, our revenues may not grow at similar levels in
future periods and may remain flat or decline over any given period.
7
We base our forecast for expenses in part on future revenue projections. We
incur expenses in advance of revenues, and we may not be able to quickly reduce
spending if our revenues are lower than expected. In particular, we expect to
incur additional costs and expenses related to the following:
. The development of relationships with marketing partners, system
integrators, value-added resellers, or VARs, commerce service providers,
or CSPs, and original equipment manufacturers, or OEMs;
. The development and expansion of our sales force and marketing
operations;
. The development and enhancement of existing and new products and
services; and
. The expansion of our management team.
We expect that our business, stock price, operating results and financial
condition could be materially adversely affected if our revenues do not meet
our projections or our net losses are greater than expected.
The expected fluctuations of our quarterly results could cause our stock price
to fluctuate or decline.
We expect that our quarterly operating results will fluctuate significantly
in the future based upon a number of factors, many of which are not within our
control. We plan to further increase our operating expenses in order to expand
our sales and marketing activities and broaden our product offerings. We base
our operating expenses on anticipated market growth, and our operating expenses
are relatively fixed in the short term. As a result, if our revenues are lower
than we expect, our quarterly operating results may not meet the expectations
of public market analysts or investors, which could cause the market price of
our common stock to decline. Our quarterly results may fluctuate in the future
as a result of many other factors, including the following:
. Our ability to retain our existing customers and to attract new e-
businesses, VARs, CSPs and OEMs;
. Customer acceptance of our pricing model;
. Changes in the level of demand for our products or services;
. Our success in expanding our sales and marketing programs;
. The number, timing and significance of product enhancements and new
product announcements by us or our competitors;
. The length of our sales cycle;
. The level of e-commerce transactions;
. The evolution of related technology and the emergence of standards and
competing technology; and
. Changes in the level of our operating expenses.
These risks and uncertainties are particularly significant for companies
such as ours that are in the evolving market for Internet products and
services. In addition, other factors that may affect our quarterly results are
set forth elsewhere in these risk factors. As a result of these and other
factors, our revenues and expenses may not be predictable.
Due to the uncertainty surrounding our revenues and expenses, we believe
that quarter to quarter comparisons of our historical operating results may not
be meaningful and our historical operating results should not be relied upon as
an indicator of our future performance.
The market for our products and services is in its early stages of development
and may fail to mature into a sustainable market.
Our products and services facilitate e-commerce. The market for these
products and services is in its early stages of development and is rapidly
evolving, and a viable market may fail to emerge or be sustainable. We
8
cannot predict the level of demand and market acceptance for our products and
services, especially because acquisition of our products and services requires
large capital and other significant resource commitments. If the market for our
products and services does not mature or if significant competitive pressures
develop, our business will be harmed.
Adoption of e-commerce, particularly by those individuals and companies that
have historically relied upon traditional means of commerce, will require a
broad acceptance of new and different methods of conducting business and
exchanging information. Critical issues concerning the Internet, including
security, reliability, cost, ease of use and quality of service, remain
unresolved and may limit the growth of e-commerce. Delays in the deployment of
improvements to the infrastructure for Internet access, including higher speed
modems and other access devices, adequate capacity and a reliable network
backbone, could also hinder the development of the Internet as a viable
commercial marketplace. Our future revenues and profits will depend
substantially on the Internet being accepted and widely used for commerce. If
e-commerce does not continue to grow or grows more slowly than expected, our
business will be harmed.
In the emerging marketplace of e-commerce, our products and services involve
a new approach to the conduct of e-commerce. As a result, intensive marketing
and sales efforts may be necessary to educate prospective customers regarding
the uses and benefits of our products and services. Companies that have already
invested substantial resources in other methods of conducting business may be
reluctant to adopt a new approach that may replace, limit or compete with their
existing systems. Similarly, purchasers with established patterns of commerce
may be reluctant to alter those patterns. In addition, the security and privacy
concerns of existing and potential online purchasers may inhibit the growth of
online business generally and the market's acceptance of our products and
services in particular. Accordingly, a viable market for our products and
services may not emerge or be sustainable.
The intense competition in our industry could reduce or eliminate the demand
for our products and services.
The market for our products and services is intensely competitive and
subject to rapid technological change. An increasing number of market entrants
have introduced or are developing competing products and services. We expect
competition to intensify in the future. We face competition from developers of
other systems for e-commerce, such as CyberSource, CyberCash, HNC Software,
Open Market, PaylinX, and Verisign/Signio. In addition, our CSP customers,
other CSPs and other companies, including financial services, supply chain
management providers and credit card companies, may enter the market for our
products and services. In the future, we may also compete with large Internet-
focused companies that derive a significant portion of their revenues from e-
commerce and that may offer, or provide a means for others to offer, e-commerce
transaction management products and services.
Many of our current and potential competitors have longer operating
histories, substantially greater financial, technical, marketing or other
resources, or greater name recognition than we do. These competitors may be
able to respond more quickly than we can to new or emerging technologies and
changes in customer requirements. Competition could seriously impede our
ability to sell additional products and services on terms favorable to us, if
at all. Our current and potential competitors may develop and market new
technologies that render our existing or future services obsolete, unmarketable
or less competitive. Our current and potential competitors may make
acquisitions or establish relationships among themselves or with other solution
providers, thereby increasing the ability of their products and services to
address the needs of our current and prospective customers. Our current and
potential competitors may establish or strengthen cooperative relationships
with our current or future indirect sales channel partners that would limit our
ability to sell services through these channels. We expect that competitive
pressures will require the reduction of the prices of our services and reduce
our market share, either of which could materially and adversely affect our
business, financial condition and operating results.
9
Our future financial performance is largely dependent on the successful
development and sale of new products and new and enhanced versions of our core
products.
Our future financial performance will depend, in significant part, on our
successful development and sale of new products and new and enhanced versions
of our core products, Merchant Engine and Hosting Engine. We may not be able to
successfully develop product enhancements or new products and, to the extent
that we do, these enhancements and new products may not achieve market
acceptance. To remain competitive, we must continue to enhance and improve the
responsiveness, functionality and features of our products and services. In
addition, we must continue to operate all services we offer in an efficient
manner. The e-commerce industry is characterized by rapid technological change,
changes in user requirements and preferences, frequent new product and service
introductions embodying new technologies and the emergence of new industry
standards and practices that could render our technology and systems obsolete.
Our success will depend, in part, on our ability to both internally develop and
license leading technologies to enhance our existing products and develop new
products. We must continue to address the increasingly sophisticated and varied
needs of our customers and respond to technological advances and emerging
industry standards and practices on a cost-effective and timely basis. The
development of technology involves significant technical and business risks. We
may fail to develop new technologies effectively or in a cost-effective manner
or to adapt our technology and systems to merchant requirements or emerging
industry standards. As a result of such failure, our business could be harmed
materially.
To increase market awareness of our products and generate increased revenue, we
need to expand our sales and distribution capabilities.
We must expand our direct and indirect sales operations to increase market
awareness of our products and services and generate increased revenue. We
cannot be certain that we will be successful in these efforts. We have recently
begun to expand our direct sales force and plan to hire additional sales
personnel. Our products and services require a sophisticated sales effort
targeted at the senior management of our prospective customers. Consequently,
recent and new hires will require extensive training and take time to achieve
full productivity. We cannot be certain that our recent or new hires will
become as productive as necessary or that we will be able to hire enough
qualified individuals in the future. As a result, we may be unable to expand
our direct sales operations to the extent necessary for us to maintain or grow
our business. We also expect to continue to expand our relationships with VARs,
CSPs, OEMs and other third-party resellers to expand our indirect sales
channel. In addition, we will need to manage potential conflicts between our
direct sales and third-party reselling efforts. To avoid channel conflict, we
pay commissions to both our direct sales representatives and members of our
business development organization. This results in a higher cost of sales and
could increase our losses or make us less profitable.
Our failure to establish and maintain strategic relationships may limit our
ability to penetrate our target markets and grow our business.
We derive a significant portion of our sales through formal and informal
relationships with co-marketing partners, system integrators, VARs, CSPs, OEMs
and other third parties that help develop and deploy applications for our
customers. In particular, most of our revenues are derived through our
relationships with e-commerce software providers and CSPs that license our
products to e-businesses in conjunction with other products and services. The
maintenance and development of these relationships is a critical part of our
business strategy, and we believe that our future revenues increasingly will be
derived from such partners and channels. In the future, we may be unable to
establish these relationships, or adequately service them once established. As
a result, any of these third parties may choose to partner with one of our
competitors. If we lose a CSP to a competitor, then we would likely lose the
entire merchant base associated with such CSP and the related revenues. In
addition, we do not have written agreements with some of the system
integrators, e-commerce providers and CSPs that offer or recommend our products
to their customers, and, therefore, they are under no obligation to recommend
or support our products and may recommend or give higher priority to the
products of other companies or to their own products. The occurrence of any of
these circumstances would limit our ability to sell our products and services
and could result in decreased revenues.
10
Our relationships with our significant customers are important to us and any
deterioration or termination of these relationships could adversely affect our
revenues.
A deterioration or termination of our relationships with our significant
customers could materially adversely affect our revenues and our ability to
market and sell our products. In 1999, sales to our two largest customers,
Cardservice International and Hewlett-Packard, represented 18% and 19% of our
revenues, respectively.
Our reputation and revenues would be harmed if we experience any problems with
our Merchant Engine and Hosting Engine products or related services.
To date, substantially all of our revenues have been attributable to
licenses of our Merchant Engine and Hosting Engine products and to related
services. We currently expect these products and services to account for most
of our future revenues. Factors negatively affecting the pricing of or demand
for Merchant Engine and Hosting Engine products and related services, such as
increased competition or rapid technological change, could cause our revenues
to decline.
Our software products may contain undetected defects that may prove costly and
time-consuming for us to correct.
Our software products may contain undetected errors or defects that become
apparent when we introduce the products or when we provide an increased volume
of services. Our products integrate with a variety of third-party products and
systems and operate on multiple platforms. In addition, we often customize our
products for individual customers. As a result, the complexity of our products
makes the likelihood of an undetected error or defect more prevalent. We cannot
assure you that defects in our products will be detected by us or others prior
to licensing, sale or implementation. Product defects could result in all or
any of the following consequences to our business:
.Loss of revenues;
.Delay in market acceptance;
.Damage to our reputation;
.Increased service and warranty costs;
.Diversion of development resources; and
.Liability for damages to our customers.
Our lengthy sales and product implementation cycles could cause delays in
revenue recognition and make it difficult to predict our quarterly results.
Our sales and product implementation cycles are subject to delays over which
we have little or no control. These delays can affect the timing of revenue
recognition and make it difficult to predict our quarterly results. Licensing
our Merchant Engine and Hosting Engine products is often an enterprise-wide
decision by prospective customers. The importance of this decision requires us
to engage in a lengthy sales cycle with prospective customers. Our products and
services require a sophisticated sales effort targeted at the senior management
of our prospective customers. During the sales process, we provide a
significant level of education regarding the uses and benefits of our products.
In addition, if a customer requires that we integrate our products with other
systems that we do not already support, then our professional services
department may be required to commit significant resources to this integration
over an extended period of time. Delays in acquiring new customers could cause
our revenues to stop growing or even to decline, and delays due to lengthy
sales cycles or prolonged deployment or implementation schedules could reduce
our revenue in any given period and cause operating results to vary
significantly from quarter to quarter.
11
Delays in our planned product release schedule may result in decreased revenues
and a loss of market share.
Delays in the planned releases of our new products or upgrades may adversely
affect future revenues and create operational inefficiencies resulting from
increases in expenses in anticipation of such releases. Our failure to
introduce new products, services or product enhancements on a timely basis may
delay or hinder market acceptance and allow competitors to gain market share.
In particular, we expect to release new versions of our Merchant Engine and
Hosting Engine in the third quarter of this year. Our release of these versions
could be delayed for a number of factors including:
. Inadequate planning and estimation of required resources;
. Prolonged testing due to higher than expected defect rates;
. Design changes due to changing customer needs or technological
specifications or evolving standards;
. Unavailability of adequate resources; or
. Diversion of management's attention.
If a release of a new version of our products is delayed for any reason,
then our revenues may not grow as expected. We could lose market share, and the
price of our common stock could decline.
We may not be able to secure funding in the future necessary to operate our
business as planned.
We require substantial working capital to fund our business. We have had
significant operating losses and negative cash flow from operations since
inception and expect this to continue for the foreseeable future. In addition,
we may incur significant capital expenditures in connection with our planned
expansion of our hosting services. We expect to use the net proceeds of this
offering primarily for working capital purposes and to continue investments in
product development, to expand sales and marketing activities, to fund capital
expenditures and potentially to make future acquisitions. We believe that these
proceeds, together with our existing capital resources, will be sufficient to
meet our capital requirements for at least the next twelve months. However, our
capital requirements depend on several factors, including the rate of market
acceptance of our products and services, our ability to expand our customer
base, increased sales and marketing expenses, the growth of the number of our
employees and related expenses and other factors. If capital requirements vary
materially from those currently planned, we may require additional financing
sooner than anticipated. If additional funds are raised through our issuance of
equity securities, the percentage ownership of our stockholders will be
reduced, and these equity securities may have rights, preferences or privileges
senior to those of the holders of our common stock. Additional financing may
not be available when needed on terms favorable to us or at all. If adequate
funds are not available or are not available on acceptable terms, we may be
unable to develop or enhance our products and services, adequately support and
maintain relationships with key partners and customers, take advantage of
future opportunities or respond to competitive pressures.
Our strategic relationships may require our entry into international markets
sooner or more rapidly than we may have anticipated.
We derive a significant portion of our sales through our strategic
relationships, including our relationships with CSPs, e-commerce software
providers and system integrators. Many of these partners are expanding their
service offerings internationally. If one of our partners requests us to
localize our products and services for international markets, then we may need
to accelerate our product expansion to avoid harming our relationship. Any
acceleration of our international product and service expansion could require
us to divert attention and resources from other initiatives which could limit
our growth and adversely affect our business.
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We may be unable to adequately develop a profitable professional services
organization, which could affect both our operating results and our ability to
assist our clients with the implementation of our products.
We cannot be certain that we can attract, retain or successfully manage a
sufficient number of qualified professional services personnel. Clients that
license our software often engage our professional services department to
assist with support and implementation of, and training and consulting, related
to our products. We believe that growth in our product sales depends on our
ability to provide our clients with these services and to attract and educate
third-party consultants and service providers to provide similar services. As a
result, we expect to significantly increase the number of our services
personnel to meet these needs. New services personnel will require extensive
training and education and take time to reach full productivity. Competition
for qualified services personnel with the appropriate Internet specific
knowledge is intense. We are in a new emerging market, and a limited number of
people have the skills needed to provide the services that our customers
demand. To meet our needs for services personnel, we may also need to use more
costly third-party service providers and consultants to supplement our own
professional services organization. To date, costs related to professional
services have exceeded professional services-related revenue. We cannot be
certain that our professional services revenue will exceed professional
services costs in future periods. We generally bill our customers for our
services on a "time and materials" basis. However, from time to time we enter
into fixed-price contracts for services. On occasion, the costs of providing
the services have exceeded our fees from these contracts and, from time to
time, we may misprice future contracts to our detriment.
Difficulties we may encounter managing our growth could adversely affect our
results of operations.
We have experienced a period of rapid and substantial growth since 1997 that
has placed a strain on our administrative infrastructure. We have increased the
number of our employees from 24 employees at December 31, 1997 to 129 employees
at December 31, 1999. We expect to continue to experience periods of rapid
growth and substantial change that will place significant demands on our
administrative, operational, financial and other resources. We also expect
operating expenses and staffing levels to continue to increase substantially in
the future. In particular, we intend to continue hiring a significant number of
additional personnel this year and in later years. If we are unable to grow to
meet demand for our products and services or to manage and support this growth
effectively, we will be required to divert additional resources away from
expanding our business and toward internal administration, causing our
financial condition and operating results to be materially adversely affected.
A breach of our security could expose us to liability, harm our reputation or
otherwise harm our business.
If any breach of our security were to occur, our reputation and business
could be harmed, and we could be exposed to liability. Customer transaction
data, such as credit card information, that our products process is highly
sensitive and personally identifying. A significant barrier to market
acceptance of e-commerce and communication is the concern regarding the secure
exchange of valuable and confidential information over the Internet. The risk
has been particularly relevant in recent months during which time several of
the most popular and most frequently visited Internet sites were attacked by
hackers and other third parties with malicious intent. We rely on third-party
encryption and authentication technology to provide the security and
authentication necessary to effect the secure exchange of valuable and
confidential information. There can be no assurance that advances in computer
capabilities, new discoveries in the field of cryptography or other events or
developments (such as break-ins and similar disruptive problems caused by
Internet users) will not result in a compromise or breach of security measures
incorporated in our products to protect customer transaction data. In addition,
as we continue to develop localized products for international markets,
regulatory and export restrictions may prohibit us from using the strongest and
most secure cryptographic protection available and thereby expose us to a risk
of data interception. A party who is able to circumvent our security measures
also could misappropriate proprietary information and customer's information,
interrupt our operations or both. Any
13
compromise or breach of our security could reduce demand for our product and
services. If any such compromise or breach were to occur, it could have a
material adverse effect on our business, financial condition or operating
results.
We may be required to expend significant capital and other resources to
protect against security breaches or to address any problems they may cause.
Concerns over the security of the Internet and other online transactions and
the privacy of users may also inhibit the growth of the Internet and other
online services generally, and the Web in particular, especially as a means of
conducting commercial transactions. Because our activities involve the storage
and transmission of highly sensitive, confidential and personal information,
such as credit card numbers, security breaches could damage our reputation and
expose us to a risk of loss or litigation and possible liability. Our security
measures may not prevent security breaches, and failure to prevent security
breaches may disrupt our operations.
Potential system failures and lack of capacity could negatively affect demand
for our products and services.
Our ability to deliver products and services to our merchants depends on the
uninterrupted operation of our e-commerce transaction processing and hosting
systems. The availability of our hosting services, including our QuickStart
program, is critical to our growth and operating results. Our systems and
operations are vulnerable to damage or interruption from many factors
including:
. Power loss;
. Telecommunications or data network failure;
. Operator negligence;
. Improper operation by employees;
. Physical and electronic break-ins, overloads and similar events; and
. Computer viruses.
Despite the fact that we are implementing redundant servers in third-party
hosting centers, we may still experience service interruptions for the reasons
listed above and a variety of other reasons. If our redundant servers are
overloaded or otherwise unavailable, our insurance may not cover all or some
portion of the resulting losses. We have experienced periodic interruptions,
affecting all or a portion of our systems, which we believe will continue to
occur from time to time. In addition, any interruption in our systems that
impairs our ability to provide services could damage our reputation and reduce
demand for our services.
Our success also depends on our ability to grow, or scale, our e-commerce
transaction systems to accommodate increases in the volume of traffic on our
systems, especially during peak periods of demand. We may not be able to
anticipate increases in the use of our systems and successfully expand the
capacity of our network infrastructure. Our inability to expand our systems to
handle increased traffic could result in system disruptions, slower response
times and other difficulties in providing services to our customers, which
could materially harm our business.
If we lose key personnel or are unable to attract and retain additional
qualified personnel, we may not be able to successfully manage our business and
achieve our objectives.
We believe our future success will depend upon our ability to retain our key
management personnel because of their experience and knowledge regarding the
development, opportunities and challenges of our business. All of our key
employees are at-will employees and may terminate their relationship with us at
any time. We may not be successful in attracting and retaining key employees in
the future.
Our future success and our ability to expand our operations will also depend
in large part on our ability to attract and retain additional qualified
marketing, sales and technical personnel. Competition for these types of
employees is intense due to the limited number of qualified professionals. We
have in the past experienced difficulty in recruiting and retaining qualified
marketing, sales, engineering and support personnel. Failure to attract and
retain personnel, particularly marketing, sales and technical personnel, could
make it difficult for us to manage our business and meet our objectives.
14
We may be unable to protect our intellectual property.
Our success depends to a significant degree upon the protection of our
software and other intellectual property rights. We rely on trade secret,
copyright and trademark laws and confidentiality agreements with employees and
third-parties, all of which offer only limited protection. Moreover, the laws
of other countries in which we market our products may afford little or no
effective protection of our technology. The reverse engineering, unauthorized
copying or other misappropriation of our technology could enable third parties
to benefit from our technology without paying us for it. This could have a
material adverse effect on our business, operating results and financial
condition. If we resort to legal proceedings to enforce our intellectual
property rights, the proceedings could be burdensome and expensive and could
involve a high degree of risk.
Claims by other companies that our products infringe their copyrights or
patents could adversely affect our financial condition.
If any of our products violate third party proprietary rights, we may be
required to reengineer our products or seek to obtain licenses from third
parties to continue offering our products without substantial reengineering.
Any efforts to reengineer our products or obtain licenses from third parties
may not be successful and, in any case, would substantially increase our costs
and have a material adverse effect on our business, operating results and
financial condition. Although we perform limited patent searches to determine
whether the technology used in our products infringes patents held by third
parties, we cannot be certain that our products do not infringe the
intellectual property rights of others. Product development is inherently
uncertain in a rapidly evolving technological environment in which there may be
numerous patent applications pending, many of which are confidential when
filed, with regard to similar technologies.
Seasonal trends in sales of our software products may affect our quarterly
operating results.
We may experience seasonality in sales of our products. These seasonal
trends may materially affect our quarter to quarter operating results. Revenues
and operating results in our quarter ending December 31 may be lower relative
to our other quarters, because many customers defer purchase decisions until
the following calendar year or to avoid changes close to the holiday season. In
addition, credit card processors may halt implementation of new lease line
connections during the holiday season delaying implementation of our software.
We are also currently attempting to expand our presence in international
markets, particularly in Europe. We expect our quarter ending September 30 to
reflect the effects of the slowing of international business activity and
spending activity generally associated with that time of year, particularly in
Europe. To the extent that our revenues in Europe or other parts of the world
increase in future periods, we expect our period to period revenues to reflect
any seasonal buying patterns in these markets.
If we experienced a product liability claim, we could incur substantial
litigation costs and liability to third parties.
Since our customers use our products for mission critical applications such
as e-commerce, errors, defects or other performance problems could result in
financial or other damages to our clients. They could seek damages for losses
from us, which, if successful, could have a material adverse effect on our
business, financial condition or operating results. Although our license
agreements typically contain provisions designed to limit our exposure to
product liability claims, existing or future laws or unfavorable judicial
decisions could negate such limitation of liability provisions. We have not
experienced any product liability claims to date. However, a product liability
claim brought against us, even if not successful, would likely be time
consuming and costly and direct management's attention from the management of
the business.
We may become subject to government regulation and legal uncertainties that
would adversely affect our financial results.
We are not currently subject to direct regulation by any domestic or foreign
governmental agency, other than regulations applicable to businesses generally,
export control laws and laws or regulations directly
15
applicable to e-commerce. However, due to the increasing usage of the Internet,
it is possible that a number of laws and regulations may be applicable or may
be adopted in the future with respect to conducting business over the Internet,
covering issues such as:
. Taxes;
. User privacy;
. Pricing;
. Content;
. Right to access and use personal data;
. Copyrights and patents;
. Distribution; and
. Characteristics and quality of services.
For example, we believe that some of our services may require us to comply
with the Fair Credit Reporting Act. As a precaution, we are implementing
changes to our systems and processes so that we will be in compliance with the
act. Compliance with this act will require us to provide information about
personal data stored by us or our customers. Failure to comply with this act
could result in claims being made against us.
Furthermore, the growth and development of the market for e-commerce may
prompt more stringent consumer protection laws that may impose additional
burdens on those companies conducting e-commerce. The adoption of additional
laws or regulations may decrease the growth of the Internet or other online
services, which could, in turn, decrease the demand for our services and
increase our cost of doing business.
The applicability of existing laws governing issues, such as property
ownership, copyrights, encryption and other intellectual property issues,
taxation, libel, export or import matters and personal privacy, related to the
Internet is uncertain. The vast majority of laws were adopted prior to the
broad commercial use of the Internet and related technologies. As a result,
they do not contemplate or address the unique issues of the Internet and
related technologies. Changes to these laws intended to address these issues,
including some recently proposed changes in the United States regarding
taxation and encryption and in the European Union regarding contract formation
and privacy, could create uncertainty in the Internet marketplace and impose
additional costs and other burdens. This uncertainty, additional costs and
other burdens could reduce demand for our products and services or increase the
cost of doing business due to increased costs of litigation or increased
service delivery costs.
Due to the encryption technology contained in our products, such products
are subject to United States export controls. United States export controls,
either in their current form or as may be subsequently enacted, may delay the
introduction of new products or limit our ability to distribute products
outside of the United States. In addition, federal or state legislation or
regulation may further limit the levels of encryption or authentication
technology we can use in our products. Further, various countries regulate the
import of certain encryption technology and have adopted laws relating to
personal privacy issues that could limit our ability to distribute products in
those countries. Any such export or import restrictions, new legislation or
regulation or government enforcement of existing regulations could have a
material adverse effect on our business, financial condition and operating
results.
The scope of the information that we collect and use in the future may be
considered personally identifying, which would limit our ability to collect and
report this data.
We may collect information about users of systems that implement our
products and use such information for our benefit and the benefit of our
customers. There are both existing and proposed laws regulating and restricting
the collection of information over the Internet that is considered "personally
identifying" and the use of this information. These laws are dynamic and vary
among domestic and foreign jurisdictions. In the event that the information
that we collect and use is considered to be personally identifying, our ability
to collect and use this information may be restricted.
16
Our international business exposes us to additional foreign risks.
Sales of our products and services to customers outside the United States
accounted for approximately 5% of our revenues in 1999. We expect that
international revenues will account for a significant percentage of our
revenues in the future. The growth of our international operations will require
us to recruit and hire a number of new sales and marketing and support
personnel in foreign countries. These countries may not have a sufficient pool
of qualified personnel from which we may hire, or we may not be successful at
hiring, training or retaining such personnel. In addition, we have only limited
experience in developing localized versions of our products and in marketing
and distributing our products in international markets. Introductions of our
products into international markets will require significant investment by us
in advance of anticipated future revenues. We may not be able to successfully
localize, market, sell and deliver our products in international markets which
would materially adversely affect our business, operating results and financial
condition. Conducting business outside of the United States is subject to
additional risks that may affect our ability to sell our products and result in
reduced revenues, including:
. Changes in regulatory requirements;
. Currency conversion risks and currency fluctuations;
. Potentially adverse tax consequences, including taxes on the repatriation
of earnings;
. Political instability, civil unrest and economic instability;
. Greater difficulty enforcing intellectual property rights and weaker laws
protecting such rights;
. Greater difficulty and expense in conducting business abroad;
. Complications in complying with foreign laws and changes in governmental
policies;
. Longer accounts receivable payment cycles in certain countries;
. Potentially less developed communications and Internet infrastructure;
and
. Tariffs, licensing and other trade restrictions.
Any one or more of these factors could significantly limit our ability to
grow our business abroad and limit the growth of our revenue. To the extent our
international operations expand, we expect that an increasing portion of our
international revenue will be denominated in foreign currencies, subjecting us
to fluctuations in foreign currency exchange rates. We do not currently engage
in foreign currency hedging transactions. However, as we expand our
international operations, we may choose to limit such exposure by entering into
forward foreign exchange contracts or engaging in similar hedging strategies.
Any currency exchange strategy we implement may be unsuccessful in avoiding and
potentially could increase exchange-related losses.
17
Risks Related to Our Industry
The demand for our services could be negatively affected by the reduced growth
of e-commerce or by delays in the development of Internet infrastructure.
Sales of goods and services over the Internet do not currently represent a
significant portion of overall sales of goods and services. We depend on the
growing use and acceptance of e-commerce as an effective medium of commerce by
merchants and customers in the United States and internationally. Rapid growth
in the use of and interest in the Internet is important and is a relatively
recent development. Sales of goods and services over the Internet have
developed more slowly outside of the United States. We cannot be certain that
acceptance and use of the Internet will continue to develop or that a
sufficiently broad base of businesses and consumers will adopt, or continue to
use, the Internet as a medium of commerce.
The emergence of the Internet as a commercial marketplace may occur more
slowly than anticipated for a number of reasons, including potentially
inadequate development of the necessary network infrastructure or delayed
development of enabling technologies and performance improvements. If the
number of Internet users or their use of Internet resources continues to grow,
it may overwhelm the existing Internet infrastructure. Delays in the
development or adoption of new standards and protocols required to handle
increased levels of Internet activity could also have a detrimental effect.
These factors could result in slower response times or adversely affect usage
of the Internet, resulting in lower numbers of e-commerce transactions and
lower demand for our services. Any delays or reductions in the growth of the
Internet as a medium of commerce would adversely affect the growth of or even
reduce our revenues.
The imposition of new sales or other taxes could limit the growth of e-commerce
generally and, as a result, the demand for our products.
Recent federal legislation limits the imposition of state and local taxes on
Internet-related sales. In 1998, Congress passed the Internet Tax Freedom Act,
which places a three-year moratorium on state and local taxes on Internet
access, unless the tax was already imposed prior to October 1, 1998, and
discriminatory taxes on e-commerce. There is a possibility that Congress may
not renew this legislation in 2001. If Congress chooses not to renew this
legislation, state and local governments would be free to impose taxes on
electronically purchased goods. We believe that, in accordance with current
industry practice, most companies that sell products over the Internet do not
currently collect sales or other taxes on shipments of their products into
states or foreign countries where they are not physically present. However, one
or more states or foreign countries may seek to impose sales or other tax
collection obligation on out-of-jurisdiction companies that engage in e-
commerce. A successful assertion by one or more states or foreign countries
that companies engaged in e-commerce should collect sales or other taxes on the
sale of their products over the Internet, even though not physically present in
the state or foreign country, could indirectly reduce demand for our products.
18
Risks Related to this Offering
Our stock price may fluctuate substantially, and you may not be able to resell
your shares above the offering price.
The market price for our common stock will be affected by a number of
factors, including the following:
. The announcement or delay of new services or service enhancements by us
or our competitors;
. Quarterly variations in our or our competitors' results of operations;
. Changes in earnings estimates or recommendations by securities analysts;
. Developments in our industry and e-commerce generally; and
. General market conditions and other factors, including factors unrelated
to our operating performance or the operating performance of our
competitors.
In addition, stock prices for many companies in the technology and emerging
growth sectors have been especially volatile and have experienced wide
fluctuations that have often been unrelated to operating performance. These
factors and fluctuations, as well as general economic, political and market
conditions may materially and adversely affect the market price of our common
stock and, therefore, your investment in our common stock.
Because we are currently unable to identify the specific uses to which the net
proceeds from this offering will be applied, you will be relying on the
judgment of our management regarding the application of the proceeds.
We have not designated any specific use for the net proceeds from our sale
of common stock described in this prospectus. Rather, we expect to use the net
proceeds for general corporate purposes, including working capital.
Consequently, our management will have significant flexibility in applying the
net proceeds of this offering. You will be relying on the judgment of our
management regarding the application of the proceeds. Our management will have
the ability to change the application of the proceeds of this offering without
stockholder approval.
Our business may be adversely affected by class action litigation due to stock
price volatility.
In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation.
Securities litigation could result in substantial costs and divert
management's attention and resources, which could have a material adverse
effect on our business, operating results and financial condition.
Because our executive officers and directors own a significant percentage of
our common stock, they will be able to exercise significant influence over us.
Upon completion of this offering, our present directors and executive
officers and their affiliates will beneficially own approximately % of
the outstanding common stock. As a result, if these stockholders act together,
they will be able to exercise significant influence over all matters requiring
stockholder approval, including the election of directors and approval of
significant corporate transactions like mergers and other business
combinations. This concentration of ownership may also have the effect of
delaying or preventing a change in control over us unless it is supported by
our directors and executive officers.
There may be sales of a substantial number of shares of our common stock after
this offering by our stockholders, including our executive officers and
directors, and these sales could cause our stock price to decline.
Our executive officers, directors and current stockholders hold a
substantial number of shares, which they can sell in the public market in the
near future. Our executive officers, directors and substantially all of our
19
stockholders have executed lock-up agreements that prevent them from selling or
otherwise disposing of our common stock for a period of 180 days from the date
of this prospectus, without the prior written approval of Credit Suisse First
Boston. These lock-up agreements will expire on , 2000, and an
aggregate of shares, or % of our total outstanding shares will
be eligible for resale from time to time beginning upon the expiration of these
lock-up agreements, in some cases subject only to the volume, manner of sale
and notice requirements of Rule 144 under the Securities Act. Sales of a
substantial number of shares of our common stock after this offering could
cause our stock price to fall or create the perception to the public of
difficulties or problems with our products and services which could cause our
stock price to fall. The sale of these shares or the negative perception
created by the sale of these shares could impair our ability to raise capital
through the sale of additional stock. You should read "Shares Available for
Future Sale" for a full discussion of shares that may be sold in the public
market in the future.
The anti-takeover provisions of Delaware law, our certificate of incorporation
and our bylaws could adversely affect the rights of the holders of our common
stock.
Anti-takeover provisions of Delaware law, our certificate of incorporation
and our bylaws may make a change in control of our company more difficult, even
if a change in control would be beneficial to the stockholders. These
provisions may allow the board of directors to prevent changes in the
management and control of our company. Under Delaware law, our board of
directors may adopt additional anti-takeover measures in the future.
One anti-takeover provision that we have is the ability of our board of
directors to determine the terms of preferred stock and issue preferred stock
without the approval of the holders of the common stock. Upon the closing of
this offering, our certificate of incorporation will allow the issuance of up
to 5,000,000 shares of preferred stock. However, because the rights and
preferences of any series of preferred stock may be set by the board of
directors in its sole discretion without approval of the holders of the common
stock, and the rights and preferences of this preferred stock may be superior
to those of the common stock. Accordingly, the rights of the holders of common
stock may be adversely affected. You should read "Description of Capital
Stock--Delaware Anti-takeover Law and Certain Charter and Bylaw Provisions" for
a discussion of additional anti-takeover measures.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the sections entitled "Prospectus Summary," "Risk
Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business," contains forward-looking
statements. These statements relate to future events or our future financial
performance and involve known and unknown risks, uncertainties and other
factors that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. Such risks and other factors
include, among other things, those listed under "Risk Factors" and elsewhere in
this prospectus. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "continue" or the negative of
such terms or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially. In evaluating
these statements, you should specifically consider various factors, including
the risks outlined under "Risk Factors." These factors may cause our actual
results to differ materially from any forward-looking statement.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of such
statements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform such statements to
actual results.
21
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the shares
of common stock that we are selling in this offering will be approximately
$ ($ if the underwriters exercise their over-allotment
option in full) based on an assumed public offering price of $ per share
and after deducting the estimated underwriting discount and estimated offering
expenses payable by us.
The principal purpose of this offering is to create a public market for our
common stock. We expect to use the net proceeds from this offering for working
capital and general corporate purposes. A portion of the net proceeds may also
be used to acquire or invest in complementary businesses, technologies, product
lines or products. We have no current plan or agreement with respect to any
such acquisition, and we are not currently engaged in any negotiations with
respect to any such transaction. Our management will have broad discretion
concerning the allocation and use of the net proceeds. Pending such uses, we
intend to invest the net proceeds in interest-bearing, investment-grade
securities. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
DIVIDEND POLICY
Upon completion of this offering we will pay accumulated dividends in common
stock on our outstanding Series A, Series B and Series C preferred stock
pursuant to the terms of our certificate of incorporation. We have never
declared or paid any dividends on our common stock. We currently expect to
retain future earnings, if any, for use in the operation and expansion of our
business and do not anticipate paying any cash dividends in the foreseeable
future. A covenant made by us under our existing line of credit prohibits the
payment of cash dividends.
22
CAPITALIZATION
The following table sets forth our capitalization as of December 31, 1999
on:
. An actual basis;
. A pro forma basis giving effect to the automatic conversion of all shares
of outstanding Series A, Series B and Series C preferred stock into
12,176,313 shares of common stock upon the closing of this offering,
which includes the payment in shares of common stock of accrued and
unpaid dividends on the preferred stock as of December 31, 1999 and the
issuance of 1,299,943 shares of Series C preferred stock after December
31, 1999; and
. A pro forma as adjusted basis to reflect our capitalization as of
December 31, 1999, with the preceding pro forma adjustments plus the
receipt of the estimated net proceeds from our sale of shares
of common stock at the initial public offering price of $ per share.
The table below should be read in conjunction with our balance sheet as of
December 31, 1999 and the related notes, which are included elsewhere in this
prospectus. You should review Note 10 to the notes to our financial statements
for descriptions of our Series A, Series B and Series C preferred stock. The
table below also reflects a beneficial conversion feature that resulted from
the issuance of Series C preferred stock in 1999. The beneficial conversion
feature was calculated in accordance with Emerging Issues Task Force Issue No.
98-5 and resulted in an increase in stockholders' deficit of approximately
$29.2 million at December 31, 1999.
December 31, 1999
--------------------------------
Pro Forma
Actual Pro Forma As Adjusted
-------- --------- -----------
(in thousands)
Mandatorily redeemable convertible
preferred stock, $.001 par value,
12,647,830 shares authorized and
designated actual; 10,797,350 shares
issued and outstanding actual; no shares
authorized, issued or outstanding, pro
forma and pro forma as adjusted........... $ 66,066 $ -- $ --
Preferred stock, $.001 par value, 5,000,000
shares authorized pro forma as adjusted;
no shares issued and outstanding pro forma
as adjusted............................... -- -- --
Common stock, $.001 par value, 20,000,000
shares authorized actual and pro forma;
3,919,655 shares issued and outstanding
actual; 16,095,968 issued and outstanding
pro forma; 100,000,000 authorized pro
forma as adjusted; shares issued and
outstanding pro forma as adjusted......... 4 16
Additional paid-in-capital................. -- 88,153
Deferred compensation...................... (2,097) (2,097)
Accumulated other comprehensive loss....... (13) (13)
Accumulated deficit........................ (50,213) (63,121)
-------- -------- --------
Total stockholders' (deficit) equity....... (52,319) 22,938
-------- -------- --------
Total capitalization....................... $ 13,747 $ 22,938 $
======== ======== ========
The table above excludes the following :
. 1,271,931 shares of common stock issuable upon exercise of stock options
outstanding as of March 7, 2000 with a weighted average exercise price
of $6.35 per share;
. 80,179 shares of common stock issued upon exercise of stock options
between December 31, 1999 and March 7, 2000;
. 700,483 shares of common stock and 285,675 shares of preferred stock
issuable upon exercise of outstanding warrants as of March 7, 2000 with
a weighted average exercise price of $6.06 per share;
. 1,342,047 shares reserved for future issuance under our 1997 Stock
Option/Issuance Plan, 300,000 shares reserved for issuance under our
2000 Director Plan and 600,000 shares reserved for sale under our 2000
Employee Stock Purchase Plan as of March 7, 2000;
. 41,329 shares of common stock issuable as payment of accrued and unpaid
dividends on outstanding preferred stock after December 31, 1999 and on
outstanding preferred stock warrants as of March 7, 2000; and
. shares that we have agreed to issue to Cardservice International at
a purchase price per share equal to the price to the public in this
offering; the number of shares that we have agreed to issue to
Cardservice International will equal the lower of 10% of the shares sold
in this offering (excluding the underwriter's over-allotment option) or
the number of shares purchasable for an aggregate of $6 million at such
offering price.
23
DILUTION
Our pro forma net tangible book value as of December 31, 1999 was
approximately $ million, or $ per share. Pro forma net tangible book
value per share represents the amount of our total tangible assets at December
31, 1999, increased by the net proceeds of the sales of Series C preferred
stock after December 31, 1999, reduced by the amount of our total liabilities,
and divided by the total number of shares of common stock outstanding after
giving effect to the automatic conversion of the Series A, Series B and
Series C preferred stock and payment in shares of common stock of accrued
unpaid dividends on the preferred stock as of December 31, 1999. Dilution in
pro forma net tangible book value per share represents the difference between
the amount per share paid by purchasers of shares of common stock in this
offering and the pro forma net tangible book value per share of common stock
immediately after the completion of this offering. After giving effect to the
sale of shares of common stock offered by us at an assumed initial
public offering price of $ per share, and after deducting the
underwriting discount and estimated offering expenses payable by us, our pro
forma net tangible book value at December 31, 1999 would have been
approximately $ million, or $ per share of common stock. This
represents an immediate increase in pro forma net tangible book value of $
per share to existing stockholders and an immediate dilution of $ per share
to new investors of common stock. The following table illustrates this dilution
on a per share basis:
Assumed public offering price per share.............................. $
Pro forma net tangible book value per share as of December 31,
1999.............................................................. $
Increase in pro forma net tangible book value per share
attributable to new investors.....................................
----
Pro forma net tangible book value per share after the offering (as
adjusted)...........................................................
----
Dilution per share to new investors.................................. $
====
The following table summarizes on a pro forma as adjusted basis after giving
effect to the offering, as of December 31, 1999, the differences between the
existing stockholders and new investors with respect to the number of shares of
common stock purchased from us, the total consideration paid by investors and
the average price per share paid:
Shares Total
Purchased Consideration Average
-------------- -------------- Price
Number Percent Amount Percent Per Share
------ ------- ------ ------- ---------
Existing stockholders................... % $ % $
New investors...........................
--- --- ---- ---
Totals................................ % $ % $
=== === ==== ===
The table above excludes the following :
. 1,271,931 shares of common stock issuable upon exercise of stock options
outstanding as of March 7, 2000 with a weighted average exercise price
of $6.35 per share;
. 80,179 shares of common stock issued upon exercise of stock options
between December 31, 1999 and March 7, 2000;
. 700,483 shares of common stock and 285,675 shares of preferred stock
issuable upon exercise of outstanding warrants with a weighted average
exercise price of $6.06 per share;
. 1,342,047 shares reserved for future issuance under our 1997 Stock
Option/Issuance Plan, 300,000 shares reserved for issuance under our
2000 Director Plan and 600,000 shares reserved for sale under our 2000
Employee Stock Purchase Plan as of March 7, 2000;
. 41,329 shares of common stock issuable as payment of accrued and unpaid
dividends on outstanding preferred stock after December 31, 1999 and on
outstanding preferred stock warrants as of March 7, 2000; and
. shares that we have agreed to issue to Cardservice International at
a purchase price per share equal to the price to the public in this
offering; the number of shares that we have agreed to issue to
Cardservice International will equal the lower of 10% of the shares sold
in this offering (excluding the underwriter's over-allotment option) or
the number of shares purchasable for an aggregate of $6 million at such
offering price.
24
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and the
notes thereto included elsewhere in this prospectus. The consolidated statement
of operations data set forth below for the period from inception (September 21,
1995) through December 31, 1995 and for the year ended December 31, 1996 and
the balance sheet data as of 1995, 1996 and 1997 have been derived from our
audited consolidated financial statements. The consolidated statement of
operations data set forth below for the years ended December 31, 1997, 1998 and
1999 and the consolidated balance sheet data as of December 31, 1998 and 1999
have been derived from our consolidated financial statements included elsewhere
in this prospectus, which have been audited by PricewaterhouseCoopers LLP. The
historical results are not necessarily indicative of results to be expected for
any future period.
Period from
Sept. 21, 1995 For the Year Ended December 31,
(Inception) to --------------------------------------
Dec. 31, 1995 1996 1997 1998 1999
-------------- -------- -------- -------- --------
(in thousands, except per share data)
Consolidated Statement
of Operations Data:
Revenues:
Software licenses...... $ 1 $ 11 $ 147 $ 582 $ 3,294
Services............... 1 175 249 481 1,988
-------- -------- -------- -------- --------
Total revenues....... 2 186 396 1,063 5,282
-------- -------- -------- -------- --------
Cost of revenues:
Software licenses...... 4 60 89 135 130
Services............... -- 17 80 292 1,869
-------- -------- -------- -------- --------
Total cost of
revenues............ 4 77 169 427 1,999
-------- -------- -------- -------- --------
Gross margin........... (2) 109 227 636 3,283
Operating expenses:
Sales and marketing.... 1 57 484 3,336 7,593
Research and
development........... -- 51 463 2,661 6,514
General and
administrative........ 25 78 470 1,761 3,314
-------- -------- -------- -------- --------
Total operating
expenses............ 26 186 1,417 7,758 17,421
-------- -------- -------- -------- --------
Loss from
operations.......... (28) (77) (1,190) (7,122) (14,138)
-------- -------- -------- -------- --------
Interest income
(expense):
Interest expense....... -- -- (1) (132) (531)
Interest income ....... -- -- 44 39 42
-------- -------- -------- -------- --------
Net loss............. (28) (77) (1,147) (7,215) (14,627)
Dividends on
mandatorily redeemable
convertible preferred
stock................. -- -- -- (270) (1,074)
Beneficial conversion
feature related to
Series C preferred
stock................. -- -- -- -- (29,227)
-------- -------- -------- -------- --------
Net loss attributable
to common stock..... $ (28) $ (77) $ (1,147) $ (7,485) $(44,928)
======== ======== ======== ======== ========
Net loss per share:
Basic and diluted...... $ (0.08) $ (0.06) $ (0.89) $ (6.51) $ (23.78)
======== ======== ======== ======== ========
Basic and diluted
weighted average
shares................ 352 1,300 1,283 1,149 1,889
======== ======== ======== ======== ========
Pro forma net loss per
share (unaudited):
Basic and diluted...... $ (1.04)
========
Weighted average
shares................ 14,065
========
25
December 31,
------------------------------------------------
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------
(in thousands)
Consolidated Balance Sheet
Data:
Cash and equivalents........ $ 2 $ 20 $ 2,230 $ 71 $ 16,915
Working (deficit) capital... 2 20 1,975 (4,791) 12,732
Total assets................ 2 54 2,548 2,150 23,678
Mandatorily redeemable
convertible preferred
stock...................... -- -- 3,345 3,615 66,066
Long-term debt, net of
current portion............ 30 122 -- 387 435
Capital lease obligations,
net of current portion..... -- -- 12 12 78
Total stockholders'
deficit.................... $ (28) $ (104) $ (1,248) $ (8,649) $(52,319)
26
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis in conjunction with
our consolidated financial statements and related notes included elsewhere in
this prospectus.
Overview
We provide e-commerce transaction management solutions that enable
businesses to automate transaction and payment processing. Our e-commerce
software allows businesses to conduct real-time transaction processing, fraud
analysis and protection, automated shipping and tax calculation, digital
content downloading and business reporting and analysis.
We were incorporated in September 1995 and initially focused on providing
Internet hosting services. In January 1996, we first offered transaction
processing hosting services for e-businesses. In November 1996, we commercially
released Merchant Engine, our first transaction management software product for
single businesses, and first recognized software license revenues. In November
1996, we also commercially released Hosting Engine, designed to enable commerce
service providers, or CSPs, to simultaneously support multiple businesses or
large enterprises to support multiple divisions.
We derive revenues from licensing software products and providing related
services. Revenues derived from software licenses include fees from licenses of
Merchant Engine and Hosting Engine and annual merchant fees received from CSPs
that utilize Hosting Engine to provide transaction and payment processing
services on an outsourced basis. Revenues derived from services include fees
for hosting services and customization and implementation services, customer
service and support and maintenance for our products.
Software license revenues derived from Hosting Engine and Merchant Engine
are generally recognized when the product is shipped. Revenues derived from
annual merchant fees are generally recognized ratably over the term of the
agreement. Revenues for services are recognized as the services are provided.
Revenues for maintenance are recognized ratably over the term of the
maintenance agreements.
Through 1997, our revenues were primarily services revenues derived from
hosting fees. Since the beginning of 1998, most of our revenues have been
derived from software licenses.
We sell our products and services through a direct sales force and strategic
relationships with systems integrators, VARs, storefront and CRM vendors and
CSPs that introduce us to their customers or resell our products. Although
international revenues generated to date have been approximately 5% of
revenues, we have an office in the United Kingdom and plan to establish
operations in other parts of Europe, Asia Pacific and South America.
A relatively small number of customers accounted for a significant portion
of our total revenues in 1999. If this trend continues, the loss or delay of
revenues from any of these individual customers could have a significant impact
on our revenues. In 1998, sales to our largest customer, Cardservices
International, accounted for 16% of our total revenues. In 1999, sales to our
two largest customers, Cardservices International and Hewlett-Packard,
accounted for 18% and 19% of our revenues, respectively.
We have incurred substantial net losses since inception, and as of December
31, 1999, we had an accumulated deficit of $50.2 million. This accumulated
deficit resulted from a beneficial conversion feature related to our issuance
of Series C preferred stock, our lack of substantial revenues, the significant
costs incurred in the development of our products and the establishment of our
sales and marketing organization.
27
Results of Operations
The following table sets forth items from our consolidated statements of
operations expressed as a percentage of total revenues for the periods
indicated:
Period from For the Year Ended
Sept. 21, 1995 December 31,
(Inception) to --------------------------------
Dec. 31, 1995 1996 1997 1998 1999
-------------- ----- ------ ------ ------
Consolidated Statement of
Operations Data:
Revenues:
Software licenses............ 50% 6% 37% 55% 62%
Services..................... 50 94 63 45 38
------- ----- ------ ------ ------
Total revenues............. 100 100 100 100 100
------- ----- ------ ------ ------
Cost of revenues:
Software licenses............ 200 32 23 13 3
Services..................... -- 9 20 27 35
------- ----- ------ ------ ------
Total cost of revenues..... 200 41 43 40 38
------- ----- ------ ------ ------
Gross margin................. (100) 59 57 60 62
Operating expenses:
Sales and marketing.......... 50 31 122 314 144
Research and development..... -- 27 117 250 123
General and administrative... 1,250 42 119 166 63
------- ----- ------ ------ ------
Total operating expenses... 1,300 100 358 730 330
------- ----- ------ ------ ------
Loss from operations....... (1,400) (41) (301) (670) (268)
------- ----- ------ ------ ------
Interest income (expense):
Interest expense............. -- -- -- (13) (10)
Interest income ............. -- -- 11 4 1
------- ----- ------ ------ ------
Net loss................... (1,400)% (41)% (290)% (679)% (277)%
The following table sets forth, for each component of revenues, the cost of
these revenues as a percentage of the related revenues for the periods
indicated:
Period from For the Year Ended
Sept. 21, 1995 December 31,
(Inception) to --------------------------------
Dec. 31, 1995 1996 1997 1998 1999
-------------- ----- ------ ------ ------
Cost of software license reve-
nues......................... 400% 545% 61% 23% 4%
Cost of services revenues..... -- 10 32 61 94
28
Comparison of Years Ended December 31, 1999 and 1998
Revenues
Total revenues increased to $5.3 million for 1999 from $1.1 million for
1998.
Software License Revenues. Software license revenues increased to $3.3
million for 1999 from $582,000 for 1998. The increase was due to an increase in
the number of Hosting Engine and Merchant Engine licenses as well as increased
revenues derived from annual merchant fees. As a percentage of total revenues,
software license revenues increased to 62% for 1999 from 55% for 1998. We
anticipate that software license revenues will increase as a percentage of
total revenues in 2000.
Services Revenues. Services revenues increased to $2.0 million for 1999 from
$481,000 for 1998. This increase was primarily due to professional services
sold to new and existing customers, increased revenues from our hosting
services and revenues from maintenance contracts sold to our new customers. As
a percentage of total revenues, services revenues decreased to 38% for 1999
from 45% for 1998.
Cost of Revenues
Cost of Software License Revenues. Cost of software license revenues
consists primarily of royalties paid to third parties under technology
licensing arrangements. Cost of software license revenues decreased to
$130,000, or 4% of software license revenues, for 1999 from $135,000, or 23% of
software license revenues, for 1998. The decrease was primarily due to an
increase in the number of licenses of our Hosting Engine and an increase in
annual merchant fees. We historically have realized higher gross margins on
licenses of Hosting Engine than on licenses of Merchant Engine due to a higher
selling price for Hosting Engine. We anticipate that the cost of license
revenues will increase in absolute dollars but will vary as a percentage of
software license revenues, depending on the percentage mix of licenses of
Hosting Engine and Merchant Engine sold and the amount of annual merchant fees.
Cost of Services Revenues. Cost of services revenues consists primarily of
personnel costs for our hosting and professional services for our products.
Cost of services revenues increased to $1.9 million, or 94% of services
revenues, for 1999 from $292,000, or 61% of services revenues, for 1998. The
increase resulted primarily from the hiring of additional personnel in
anticipation of the growth of our business and the use of contractors to
support increased demand for consulting services. We anticipate the number of
service personnel will continue to increase in 2000.
Gross margin is affected by the costs associated with producing revenues and
the mix of software license revenues and services revenues. Gross margin
increased to 62% in 1999 from 60% in 1998. We historically have realized higher
gross margin on license revenues than on services revenues. If services
revenues increase as a percentage of total revenues, our overall gross margin
may decrease.
Operating Expenses
Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, costs associated with stocks-based compensation, commissions and
costs associated with marketing and strategic relationship programs, such as
trade shows, seminars, public relations and marketing materials. Sales and
marketing expenses increased to $7.6 million, or 144% of total revenues, for
1999 from $3.3 million, or 314% of total revenues, for 1998. The increase was
attributable to an increase in the number of sales and marketing personnel and
related expenses. To a lesser extent, the increase was related to an increase
in marketing and strategic relationship programs, including trade shows, public
relations and marketing materials. We expect sales and marketing expenses to
continue to increase in absolute dollars as we continue to expand our marketing
programs and our sales force to support strategic relationships and domestic
and international expansion.
Research and Development. Research and development expenses consist
primarily of salaries, fees for outside consultants and related costs
associated with the development of new products, the enhancement of
29
existing products, quality assurance, testing and documentation. Research and
development expenses increased to $6.5 million, or 123% of total revenues, for
1999 from $2.7 million, or 250% of total revenues, for 1998. The increase
primarily resulted from salaries and other costs associated with new personnel.
We anticipate that research and development expenses will continue to increase
in absolute dollars in 2000.
General and Administrative. General and administrative expenses consist
primarily of salaries and other personnel-related costs for executive and
financial personnel, as well as legal, accounting and insurance costs. General
and administrative expenses increased to $3.3 million, or 63% of total
revenues, for 1999 from $1.8 million, or 166% of total revenues, for 1998. The
increase resulted primarily from salaries associated with an increase in the
number of general and administrative personnel and the costs required to manage
our growth.
Interest Income (Expense)
Interest expense increased to $489,000 for 1999, or 9% of total revenues,
from $93,000, or 9% of total revenues, for 1998. This increase was primarily
due to increased borrowings under our line of credit as well as loans to us
from certain stockholders as well as non-cash interest expense related to
warrants issued in conjunction with debt.
Provision for Income Taxes
At December 31, 1999, we had approximately $16.8 million of domestic net
operating loss carryforwards that expire on various dates and may be used to
reduce future federal and state income taxes, if any. We have recorded a
valuation allowance for the full amount of the net deferred tax assets as the
future realization of the tax benefit is not sufficiently assured.
Comparison of Years Ended December 31, 1998 and 1997
Revenues
Total revenues increased to $1.1 million for 1998 from $396,000 for 1997.
Software License Revenues. Software license revenues increased to $582,000
for 1998 from $147,000 for 1997. The increase was primarily due to an increase
in the number of licenses sold as well as revenues from annual merchant fees.
As a percentage of total revenues, software license revenues increased to 55%
for 1998 from 37% for 1997.
Services Revenues. Services revenues increased to $481,000 for 1998 from
$249,000 for 1997. The increase was primarily due to our provision of
additional hosting services, professional services sold to new and existing
customers and revenues from maintenance contracts sold to our new customers. As
a percentage of total revenues, services revenues decreased to 45% for 1998
from 63% for 1997.
Cost of Revenues
Cost of Software License Revenues. Cost of software license revenues
increased to $135,000, or 23% of software license revenues, for 1998 from
$89,000, or 61% of software license revenues, for 1997. The percentage decrease
was due to an increase in the proportion of higher margin Hosting Engine
licenses and annual merchant fees in the overall software license revenues mix.
Cost of Services Revenues. Cost of services revenues increased to $292,000,
or 61% of services revenues, for 1998 from $80,000, or 32% of services
revenues, for 1997. The dollar and percentage increases resulted primarily from
the hiring of additional personnel in anticipation of the growth of our
business and the use of contractors to support increased demand for maintenance
and consulting services. The decline in services gross margin to 39% for 1998
from 68% for 1997 was primarily due to the increase in the number of personnel
and related costs.
30
Operating Expenses
Sales and Marketing. Sales and marketing expenses increased to $3.3 million,
or 314% of total revenues, for 1998 from $484,000, or 122% of total revenues,
for 1997. The increase was primarily attributable to an increase in the number
of sales and marketing personnel. To a lesser extent, the increase was
attributable to an increase in marketing and strategic relationship programs,
including trade shows, public relations and marketing materials.
Research and Development. Research and development expenses increased to
$2.7 million, or 250% of total revenues, for 1998 from $463,000, or 117% of
total revenues, for 1997. The increase primarily resulted from salaries and
other costs associated with new personnel.
General and Administrative. General and administrative expenses increased to
$1.8 million, or 166% of total revenues, for 1998 from $470,000, or 119% of
total revenues, for 1997. Substantially all of the increase was due to salaries
associated with an increase in the number of general and administrative
personnel.
Interest Income (Expense)
Interest expense increased to $93,000, or 9% of total revenue, for 1998,
from interest income of $43,000, or 11% of total revenues, for 1997. This
increase was primarily due to increased borrowings under our line of credit as
well as to loans to us from certain stockholders.
Consolidated Quarterly Results of Operations
The following tables set forth a summary of our unaudited consolidated
quarterly operating results for each of the eight most recent quarters during
the years ended December 31, 1998 and 1999. This information has been derived
from unaudited consolidated financial statements that, in management's opinion,
have been prepared on a basis consistent with the audited consolidated
financial statements contained elsewhere in the prospectus and include all
adjustments, consisting of only normal recurring adjustments, necessary for a
fair presentation of such information when read in conjunction with our audited
consolidated financial statements and related notes. We believe that period to
period comparisons of our financial results are not necessarily meaningful and
should not be relied upon as indicative of future performance.
Three Months Ended
-----------------------------------------------------------------------------
Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31,
1998 1998 1998 1998 1999 1999 1999 1999
-------- -------- --------- -------- -------- -------- --------- -------- ---
(in thousands)
Revenues:
Software licenses...... $ 173 $ 212 $ 47 $ 150 $ 161 $ 788 $ 987 $ 1,358
Services............... 85 159 167 70 174 311 701 802
------ ------- ------- ------- ------- ------- ------- -------
Total revenues........ 258 371 214 220 335 1,099 1,688 2,160
------ ------- ------- ------- ------- ------- ------- -------
Cost of revenues:
Software licenses...... 21 33 45 36 38 29 46 17
Services............... 29 44 60 159 291 457 514 607
------ ------- ------- ------- ------- ------- ------- -------
Total cost of
revenues............. 50 77 105 195 329 486 560 624
------ ------- ------- ------- ------- ------- ------- -------
Gross margin........... 208 294 109 25 6 613 1,128 1,536
Operating expenses:
Sales and marketing.... 542 669 960 1,165 1,445 1,483 2,357 2,308
Research and
development........... 302 520 846 993 1,367 1,668 1,679 1,800
General and
administrative........ 234 296 487 744 716 862 944 792
------ ------- ------- ------- ------- ------- ------- -------
Total operating
expenses............. 1,078 1,485 2,293 2,902 3,528 4,013 4,980 4,900
------ ------- ------- ------- ------- ------- ------- -------
Loss from operations.. (870) (1,191) (2,184) (2,877) (3,522) (3,400) (3,852) (3,364)
------ ------- ------- ------- ------- ------- ------- -------
Interest income
(expense):
Interest expense....... (17) (20) (30) (65) (65) (22) (36) (408)
Interest income........ 23 13 2 1 13 9 20 --
------ ------- ------- ------- ------- ------- ------- -------
Net loss.............. $ (864) $(1,198) $(2,212) $(2,941) $(3,574) $(3,413) $(3,868) $(3,772)
====== ======= ======= ======= ======= ======= ======= =======
31
The following table sets forth items from our consolidated results of
operations expressed as a percentage of total revenues for the periods
indicated:
Three Months Ended
----------------------------------------------------------------------------
Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31,
1998 1998 1998 1998 1999 1999 1999 1999
-------- -------- --------- -------- -------- -------- --------- --------
Revenues:
Software licenses.......... 67% 57% 22% 68% 48% 72% 58% 63%
Services................... 33 43 78 32 52 28 42 37
---- ---- ------ ------ ------ ---- ---- ----
Total revenues............ 100 100 100 100 100 100 100 100
---- ---- ------ ------ ------ ---- ---- ----
Cost of revenues:
Software licenses.......... 8 9 21 17 11 3 3 1
Services................... 11 12 28 72 87 42 30 28
---- ---- ------ ------ ------ ---- ---- ----
Total cost of revenues.... 19 21 49 89 98 45 33 29
---- ---- ------ ------ ------ ---- ---- ----
Gross margin............... 81 79 51 11 2 55 67 71
Operating expenses:
Sales and marketing........ 210 180 449 530 431 135 140 107
Research and development... 117 140 395 451 408 152 99 83
General and
administrative............ 91 80 228 338 214 77 56 37
---- ---- ------ ------ ------ ---- ---- ----
Total operating expenses.. 418 400 1,072 1,319 1,053 364 295 227
Loss from operations...... (337) (321) (1,021) (1,308) (1,051) (309) (228) (156)
---- ---- ------ ------ ------ ---- ---- ----
Interest income (expense):
Interest expense........... (7) (5) (14) (29) (20) (2) (2) (19)
Interest income............ 9 3 1 -- 4 1 1 --
---- ---- ------ ------ ------ ---- ---- ----
Net loss.................. (335)% (323)% (1,034)% (1,337)% (1,067)% (311)% (229)% (175)%
==== ==== ====== ====== ====== ==== ==== ====
The following table sets forth, for each component of revenues, the cost of
those revenues as a percentage of the related revenues for the periods
indicated:
Three Months Ended
----------------------------------------------------------------------------
Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31,
1998 1998 1998 1998 1999 1999 1999 1999
-------- -------- --------- -------- -------- -------- --------- --------
Cost of software license
revenues.................. 12% 16% 96% 24% 24% 4% 5% 1%
Cost of services........... 34 28 36 227 167 147 73 76
Trends discussed in the period to period comparisons above generally apply
to the results of operations for our eight most recent quarters, except for
certain differences discussed below.
We have experienced significant fluctuations in revenues, expenses and
results of operations from quarter to quarter, and such fluctuations are likely
to continue. A significant portion of our revenues has been generated from a
limited number of customers, and it is difficult to predict the timing of
future orders and shipments to customers. We anticipate that in the near term
our results of operations in any given period will continue to depend to a
significant extent upon sales to a small number of customers. We have also
experienced significant variations in our quarterly gross margin for software
license revenues due to the volume and product mix. Our gross margin for
services revenues has varied due to the volume of services revenues, our
investment in the infrastructure of our hosting services and the timing and
number of additional services personnel hired and related costs.
Our sales and marketing expenses have generally increased in absolute
dollars on a quarterly basis, due in significant part to the timing and number
of additional personnel hired and compensation and related costs
32
and the timing, number and significance of specific sales and marketing
activities, such as trade shows, partner programs and other promotional
activities. Our expenditures for research and development have increased in
absolute dollars on a quarterly basis, primarily as a result of the timing and
number of additional personnel hired and related compensation costs. Our
general and administrative expenses have generally increased in absolute
dollars on a quarterly basis primarily as a result of the timing and number of
additional personnel hired and related costs and the costs required to manage
our growth.
Stock-Based Compensation
During the three-year period ended December 31, 1999, we granted options to
purchase approximately 2,532,915 shares of common stock under our stock option
plans at a weighted average exercise price of $0.68 per share. We have recorded
deferred stock-based compensation expenses related to these options of
approximately $2.8 million. This deferred stock-based compensation will be
amortized over the vesting period of the underlying options. Of this $2.8
million, an aggregate of $745,000 was amortized during 1999 and was allocated
as follows:
. $69,000 to cost of services;
. $457,000 to sales and marketing;
. $166,000 to research and development; and
. $53,000 to general and administrative.
Liquidity and Capital Resources
Since our inception, we have funded our operations primarily through private
placements of preferred stock totaling $35.8 million through December 31, 1999
and borrowings from our stockholders and our bank. As of December 31, 1999, we
had cash and equivalents totaling $16.9 million. In addition, in January 2000
and February 2000 we issued an additional 1,299,943 shares of Series C
preferred stock at a price of $7.07 per share resulting in gross proceeds of
approximately $9.2 million.
Cash used for operating activities for 1999 was $12.3 million, primarily due
to a net loss of $14.6 million and an increase in accounts receivable and
contracts receivable, partially offset by increases in accounts payable,
accrued expenses and deferred revenues. Cash used for operating activities for
1998 was $5.3 million, primarily due to a net loss of $7.2 million and an
increase in accounts receivable and contracts receivable, partially offset by
increases in accounts payable, accrued expenses and deferred revenues.
Cash used for investing activities was $1.7 million for 1999 and $556,000
for 1998. Investing activities for the periods were primarily purchases of
equipment, consisting largely of computer servers, workstations and networking
equipment.
Cash provided by financing activities was $30.9 million for 1999 primarily
from the issuance of preferred stock for net proceeds totaling $26.9 million.
Cash provided by financing activities totaling $3.7 million for 1998 was
primarily from borrowings under our credit facilities and loans from certain
stockholders.
As of December 31, 1999 and 1998, our primary financial commitments
consisted of obligations outstanding under capital leases and notes payable
under our credit facilities and to certain stockholders of $2.3 million and
$3.7 million, respectively. Future obligations under operating leases totaled
$692,000 at December 31, 1999.
In 1999, we entered into a new bank line of credit which allows us to borrow
up to $3.3 million for working capital purposes and up to $1.0 million for
equipment purchases. The working capital revolving line of credit expires in
July 2000 and the equipment line of credit expires in May 2002. Amounts
available under the working capital revolving line of credit are a function of
eligible accounts receivable and both lines of credit
33
bear interest at the bank's prime rate plus .25%. As of December 31, 1999, $2.1
million was available for borrowing and the bank's prime rate was 8.5%.
As of December 31, 1999, we had approximately $16.8 million of domestic net
operating loss carryforwards that expire on various dates and may be used to
reduce future federal and state income taxes, if any. Under the provisions of
the Internal Revenue Code, certain substantial changes in our ownership may
limit the amount of net operating loss carryforwards which could be utilized
annually to offset future taxable income.
Since our inception, we have significantly increased our operating expenses.
We anticipate that we will continue to experience significant growth in our
operating expenses for the foreseeable future and that our operating expenses
and capital expenditures will constitute a material use of our cash resources.
In addition, we may utilize cash resources to fund acquisitions or investments
in businesses, technologies, products or services that are complementary to our
business. We believe that the net proceeds of this offering together with our
current cash balances will be sufficient to meet our anticipated cash
requirements for working capital and capital expenditures for at least 12
months immediately following the offering. To the extent that cash generated
from operations is insufficient to satisfy our liquidity requirements, we may
seek to sell additional equity or debt securities, or obtain additional credit
facilities. The issuance of additional equity or convertible debt securities
could result in additional dilution to our stockholders.
Recently Issued Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The new standard establishes accounting
and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 2000. We do not expect SFAS No. 133 to have a material effect on
our financial position or results of operations.
Year 2000
We have not incurred any material expense nor have we experienced any
material disruptions in our systems or those of our vendors and service
providers as a result of Year 2000 system processing.
Qualitative and Quantitative Disclosure of Market Risk
We do not currently have any derivative financial instruments and do not
intend to invest in derivatives. We invest our cash in short-term, highly
liquid cash equivalents. Indebtedness under our bank line of credit bears
interest at the bank's prime rate plus .25% and therefore, we have some
interest rate risk to the extent that the bank increases its prime rate.
However, because of the short-term nature of the line of credit and small
amounts outstanding thereunder, we believe that our exposure to interest rate
risk is not material to our results of operations.
Beneficial Conversion Feature
The issuance of our Series C preferred stock resulted in a beneficial
conversion feature of approximately $29.2 million at December 31, 1999,
calculated in accordance with Emerging Issues Task Force Issue No. 98-5, which
resulted in an increase to stockholders' deficit for the year ended December
31, 1999.
34
BUSINESS
Overview
We are a leading provider of e-commerce transaction management solutions
that enable businesses to automate transaction and payment processing. Our e-
commerce software allows businesses to conduct real-time transaction
processing, fraud analysis and protection, automated shipping and tax
calculation, digital content downloading and business reporting and analysis.
Using an open architecture and industry standards, our solution integrates with
a business' online storefront and customer relationship management, or CRM,
applications and its existing business systems and processes. We have designed
the architecture of our transaction management solution to meet the stringent
performance, reliability and scalability requirements of e-businesses. Each of
our two principal e-commerce software products is designed to meet the needs of
different customers. Merchant Engine supports single businesses. Hosting Engine
enables commerce service providers, or CSPs, a group of application service
providers, or ASPs, focused on e-commerce, to simultaneously support multiple
businesses and allows large businesses to simultaneously support multiple
divisions. We also offer customization and implementation services, customer
service and support, maintenance and application hosting services for our
products.
Industry Background
The Internet has emerged as a global communications medium to deliver and
share information and conduct business. The convenience and widespread
accessibility of the Internet has allowed businesses greater access to new and
existing customers, as well as the ability to interact with their customers 24
hours a day, seven days a week. International Data Corporation, or IDC,
estimates that the volume of goods and services exchanged over the Internet
will increase from $268 billion in 2000 to $1.6 trillion in 2003. In an effort
to gain greater access to new and existing customers and improve market share,
Internet-related businesses have focused on improving their marketing efforts
and enhancing the online user experience through storefront and CRM
applications, also known as "front-end" Internet infrastructure. IDC estimates
that the worldwide e-commerce application market will increase from $1.7
billion in 1999 to $13.1 billion by 2003. Although many e-businesses have
implemented a variety of front-end solutions to improve the online customer
shopping experience, these solutions generally fail to provide transaction
management--the automation of payment processing and the integration of related
transaction information with existing business systems and processes.
Traditional Transaction Processing and Fulfillment
E-commerce transactions typically follow a standard process. Once an online
customer clicks the "buy" button, an online business generally takes the
following steps to process an order:
. Receives the order;
. Calculates shipping costs and sales or value added taxes;
. Screens for fraud;
. Obtains payment authorization from a credit card processor;
. Processes the payment;
. Coordinates the fulfillment and shipping of the order or downloading of
digital content; and
. Relays the information regarding the transaction to existing business
systems and processes.
We believe that the majority of e-businesses today lack the systems
necessary to automate transaction processing functions, performing most of
these functions manually. Without automation, personnel generally receive
transaction information by printed copy or e-mail. This information must be
entered manually into the credit card processing system and, once authorization
is received, entered manually into existing business systems and processes,
such as fulfillment and enterprise resource planning, or ERP, systems that
coordinate the manufacturing, inventory management, shipping, accounting or
related functions for the transaction. Further, if a merchant screens for
fraud, it is often limited to human review of lists of stolen credit card
numbers.
35
Problems Created by Manual Processing
Manual transaction processing impairs operational efficiency and customer
service. Specific problems include:
. Limited scalability. In order to process increasing volumes of
transactions, e-businesses must hire additional staff, resulting in
increased personnel costs and limited growth potential.
. Customer dissatisfaction. Human errors can result in shipment errors and
delays, resulting in customer dissatisfaction. According to an Andersen
Consulting study, nine out of ten online shoppers experienced problems
during the 1999 holiday season. Further, without automated systems,
customers typically are unable to track the status of their orders.
. Increased costs from fraudulent transactions. In e-commerce transactions,
because the credit card is not present, the business is liable to its
credit card processor for the full value of the transaction in the event
of credit card fraud, even if the processor pre-authorized the
transaction. In a manual process, it is difficult for personnel
processing transactions to detect fraudulent credit card transactions on
a real-time basis, leaving the e-business more susceptible to fraud
related losses.
. Expensive and time-consuming. Businesses must hire and train additional
personnel to coordinate and perform transaction processes that could be
automated. The lack of automation results in increased transaction
processing time and costs.
. Increased errors. Manual data entry can lead to transaction processing
errors and impair the efficiency of existing information systems.
The Need for Transaction Management
We believe that e-businesses have principally focused on marketing and
enhancing the customer shopping experience, but their emphasis is now expanding
to include efficient e-commerce. The movement to efficient e-commerce can
require sophisticated integration of storefronts and CRM applications with
transaction processing and management of information into existing business
systems and processes such as fulfillment and ERP systems that coordinate
manufacturing, inventory management, accounting or related functions. Until
recently, limited infrastructure has existed to help support and scale e-
businesses. Automated transaction management that delivers a comprehensive
solution 24 hours a day, seven days a week, without costly and lengthy
implementation, is critical to enhance efficiency and scalability. A
transaction management solution must be able to simultaneously process
increasing transaction volumes and a variety of payment methods and currencies.
E-businesses also need a solution that can provide enhanced fraud protection.
Some businesses will find it more efficient and secure to handle transaction
management functions internally and others will prefer to outsource these
functions to CSPs. An ideal solution should address both enterprise and CSP
business models.
Our Solution
We are a leading provider of e-commerce transaction management solutions
that enable businesses to automate transaction and payment processing. Using an
open architecture and industry standards, our e-commerce software integrates
with leading online storefront and CRM applications and many existing business
systems and processes, such as fulfillment and ERP systems that coordinate
manufacturing, inventory management, accounting or related functions. In
addition, our software interfaces with credit card processors. Our solution has
been specifically designed to meet the stringent performance and scalability
requirements of e-businesses. Our two principal e-commerce software products,
Merchant Engine and Hosting Engine, include similar functionality, but each is
designed to meet the needs of different customers. Merchant Engine supports
single businesses. Hosting Engine enables CSPs to simultaneously support
multiple businesses and allows large businesses to simultaneously support
multiple divisions.
36
We Offer a Comprehensive Transaction Management Solution
Our software provides customers with a comprehensive transaction management
solution, which includes:
. Real-time transaction and payment processing;
. Enhanced fraud analysis and protection;
. Automated shipping and tax calculation;
. Digital content downloading; and
. Business reports and analysis.
We also offer customization and implementation services, customer service
and support, maintenance and application hosting services for our products.
Our Solution Integrates with a Wide Range of Applications
Our solution integrates with a wide range of leading e-commerce storefront
and CRM applications and existing business systems and processes. Our software
is designed to integrate with a variety of front-end software systems,
including sophisticated software that enhances the online customer shopping
experience, such as BroadVision and Vignette applications, and ready-to-use
storefronts, including those offered by Mercantec and Microsoft. Our systems
interface with credit card processors, such as Barclays, Chase Merchant
Services, First Data Merchant Services, Global Payment Systems, NatWest, Nova,
Paymentech and Vital, to automate credit card approval. Our software also
integrates with existing business systems and processes such as fulfillment or
ERP systems that coordinate manufacturing, inventory management, accounting or
related functions. This integration minimizes human involvement, substantially
increasing operational efficiency.
We Provide a Scalable Solution for Growing Customers
Our solution is scalable to meet the growing transaction management needs
of our customers. Our solution enables a business to reliably process multiple
transactions simultaneously for maximum performance and scalability. Our
Hosting Engine allows our CSPs to host thousands of merchants and also
supports several administrative functions, such as merchant reports for
billing and the ability to readily activate and deactivate merchants. This
scalability results in lower upgrade and maintenance costs for our customers
and promotes operating efficiency by allowing customers of CSPs to continue
using substantially the same systems if they decide to migrate our solution
in-house as their business grows.
We Can Implement Our Solution Quickly, Bringing Our Customers to Market
Sooner
Our solution is designed to quickly and cost-effectively integrate with
many applications and business processes. Our ClearLink and Legacy APIs, or
application programming interfaces, make it easier for e-businesses to
interface with a variety of commercial and custom storefront packages and
existing business systems with reduced implementation time. In addition, our
"QuickStart" program allows customers to set up and run our software out of
our facilities and begin processing e-commerce transactions within days while
their internal infrastructure is put in place. Once their internal
infrastructure is installed, customers can quickly and easily migrate our
transaction management solution to their facilities.
Our Solution is Cost-Effective and Flexible
Our solution is cost-effective and provides flexibility for our customers.
For customers that license our software directly from us, we charge an initial
software licensing fee, fees for integration, if required and annual
maintenance fees. We also charge CSPs a fixed annual fee per merchant
resulting in recurring revenue. Our fixed pricing allows these high volume
customers to capture economies of scale as they process an increasing number
of transactions and provide services to an increasing number of businesses. We
also provide hosting services for our products to e-businesses that prefer not
to operate and maintain their own infrastructure. In addition, these
businesses can easily and cost-effectively move our solution in-house should
they later choose to perform these functions internally.
37
Our Strategy
Our objective is to become the leading provider of e-commerce transaction
management software and services. Key elements of our strategy include:
Increase Direct Sales and Indirect Distribution Channels and Expand
Internationally
We plan to simultaneously expand our direct sales force and develop and
solidify relationships with business partners that sell and implement our
product. We plan to substantially increase the number of direct sales
representatives by the end of 2000 and expand our international direct sales
force by expanding our office in the United Kingdom and establishing operations
in other parts of Europe, Asia Pacific and South America. We believe that
front-end solution providers, systems integrators, consulting firms, platform
vendors and our CSP partners have a strong influence on their customers'
software purchasing decisions. We believe a majority of our revenues were
influenced by our channel partners in 1999. We believe that many of our
partners are seeking transaction management solutions that complement their
existing product offerings. In order to expand the adoption of our solution, we
have established relationships with Art Technology Group, Breakaway Solutions,
Breakthrough Software, BroadVision, Chase Merchant Services, Hewlett-Packard,
Intel/iCat, Intershop, Mercantec, Microsoft, Sun Microsystems and Vignette. We
plan to expand these relationships and create new relationships with selected
partners to increase our access to additional geographic markets and customers.
Leverage and Enhance CSP Relationships
We currently provide our solution to leading CSPs and we intend to continue
to leverage these relationships to increase the adoption of our solution.
Through our CSP customers, we believe we will be able to efficiently access
their large merchant bases. We believe that this is the most cost-effective
method to reach many e-businesses and increase our recurring annual fees.
Further, the effects of this distribution channel are multiplied because some
of our CSP customers host other CSPs that also provide us with annual fees. For
example, Cardservice International hosts msn.com's b-central and its merchants,
each of which pays an annual fee. We also encourage our CSPs to resell our
solution to their customers when a customer decides to move our solution in-
house.
Enhance Business-to-Business Solutions
We intend to expand our core technology into emerging business-to-business
e-commerce markets. As businesses move their purchasing functions online,
suppliers will need transaction management infrastructure targeted at the needs
of a corporate purchaser. We believe new business-to-business transaction
processing methods will emerge. For example, corporate purchase cards, a new
product offered by American Express, Visa and MasterCard, are a business-to-
business variant of ordinary credit cards. Corporate purchase cards help
businesses reduce the costs associated with their purchasing expenditures by
reducing the need for expensive purchase orders. Information that can be useful
in bookkeeping and cost-control activities such as line item details and SIC
codes of items purchased and tax amounts are supplied on the monthly purchase
card statements. Processing corporate purchase card transactions involves many
of the same technologies and systems as ordinary credit card transactions in
which we have extensive expertise. The next release of our software is expected
to include corporate purchase card capabilities. In addition, we have provided
a customer with e-check capabilities that allow for direct payment between
businesses.
Continue Our Technology Leadership
We intend to continue to devote substantial resources to develop new and
innovative products and features to increase the functionality, reliability,
scalability and performance of our solution. We are adding several new features
to the current versions of our Merchant Engine and Hosting Engine that will
provide increased support for business-to-business e-commerce, enhanced fraud
protection and improved performance. We anticipate that future releases will
contain these features. In addition, we are developing new localized products
and credit card processor interfaces for major global markets.
38
Expand Service Offerings
We intend to continue to expand our service offerings to complement our
existing and future products. By continuing to invest in our hosting
infrastructure, we expect to improve and expand our hosting capabilities for
our products. We believe that by improving our hosting infrastructure, we can
expand our QuickStart services and host additional CSPs that prefer to
outsource our applications. We also intend to offer enhanced fraud protection
services.
Products and Services
Products
We have two principal software products, Merchant Engine and Hosting
Engine. Merchant Engine is designed to automate transaction management for
individual businesses. Hosting Engine performs the same function for multiple
businesses or multiple divisions of a large business. In addition, Hosting
Engine provides CSPs with administrative functions, such as the ability to
readily activate and deactivate merchants and prepare consolidated merchant
reports for billing and other purposes.
Merchant Engine and Hosting Engine generally include the same modules and
related functions, including:
Payment Module. The payment module communicates with major credit card
processors to authorize payment transactions enabling real-time payment
authorization and processing. Online customers can receive rapid purchase
confirmation reducing the risk that they will cancel a transaction. The
payment module allows transaction information to be sent over the Internet,
via a lease line or dial-up connection to the card processor. It also allows
multiple transactions to be processed simultaneously on a single server,
reducing the time that the customer has to "wait in line" for a transaction to
be processed.
Although the vast majority of all domestic Internet purchases use credit
cards, other payment methods are evolving, particularly in international
locations. We currently interface with three credit card processors that can
process payments in multiple currencies, and we are developing features to
localize our software for major global markets. In addition, to support
business-to-business transactions, we anticipate releasing corporate purchase
card support modules in a future product release.
FraudShield. FraudShield performs automatic checks that help reduce fraud.
FraudShield enables our customers to automatically reject attempted fraudulent
purchases based on their historical data. In addition, this module can perform
address verification services, valid card number checks, duplicate order
checks and guards against programs that generate numerically valid, yet
fraudulent credit card numbers. We allow merchants to customize their fraud
protection and fraud detection rules, based on their specific business
conditions. In particular, our customers are able to block out specific
Internet Protocol addresses and credit card numbers through a simple, Web-
based interface.
ClearLink APIs. Our ClearLink APIs, or application programming interfaces,
allow our customers to integrate our solution with storefronts and CRM
applications. Our ClearLink APIs interface with many of the popular commercial
storefronts and CRM solutions, including those offered by Art Technology
Group, Breakthrough Software, Broadvision, Intel/iCat, Intershop, Mercantec,
Microsoft and Vignette. Our ClearLink APIs are written in C and Java, and run
on Linux, Unix and Windows NT.
Legacy API. Our Legacy API helps e-businesses integrate our solution with a
variety of existing business systems and processes with minimal disruption to
business flow. Our Legacy API acts as an interface between our products and
the existing business systems and processes, such as fulfillment and ERP
systems that coordinate manufacturing, inventory management, accounting or
related functions. Our Legacy API allows customers without specialized
knowledge of database and encryption technology to quickly link our solution
to existing business systems.
39
Security. Our solution uses secure sockets layer technology, or SSL, in
conjunction with encryption technology to protect all transaction data. The
connection between the storefront and CRM applications and our solution is made
via an encrypted SSL connection, using digital certificates to ensure
authentication. This enables businesses to take full advantage of our
solution's secure payment environment by encrypting all credit card
information, reducing the risk of fraud.
Reporting Tools Module. The reporting tools module confirms shipment of
goods, initiates the process to obtain payments and credits once goods have
been shipped, adds and deletes entries in the customer's fraud database, tracks
sales through customer storefronts and provides graphical reports that display
transaction information. Because of the integrated components of our software,
these reports can automatically reconcile orders passed through the storefront
with those settled through the credit card processor.
Shipping and Tax Calculator Modules. The shipping calculator module allows
e-businesses to establish precise rules for how their customers will be charged
to ship the products they have ordered and can calculate shipping charges based
upon a flat amount per order or by levying a different charge for every state
and freight carrier. These rules can be tailored to the requirements of
multiple departments within an e-business. The tax calculator module allows
real-time calculation of sales tax at both state and municipal levels.
Digital Content Download Module. The digital content download module allows
automatic electronic transmission and retrieval of digital goods, such as
music, software, graphics, artwork and other content, immediately after
purchase, making purchased digital goods available to customers as downloads
from a unique internet address. This module can track the progress of the
download to verify successful completion and, once complete, prevents
additional downloads. This module also eliminates the need for proprietary
software to download digital content because it works with ordinary Web
browsers and standard Internet protocols.
New Product Development. We intend to continue to devote substantial
resources to the development of new and innovative products and features to
increase the reliability, scalability and performance of our solution. We are
currently adding several new features to the current versions of Merchant
Engine and Hosting Engine to enable our customers to provide increased support
for business-to-business e-commerce transactions, enhanced fraud protection
capabilities and improved overall performance and efficiency of our products.
We anticipate that future releases will include the following features and
enhancements:
. Highly extensible architecture allowing for more rapid integration of
third party applications, more rapid feature deployment and faster new
payment-type implementations;
. Support for corporate purchase cards;
. Enhanced fraud protection to extend the current FraudShield functionality
to allow merchants greater control over fraud detection;
. Enhanced user interface designed to allow greater ease of configuring and
administering our solution;
. New open APIs designed to allow better integration of reports and
existing business applications; and
. Enhanced CSP administration functions.
Services
We offer hosting services for our solution and professional services for our
customers.
Hosting Services. We have provided hosting services since our inception.
Currently, we leverage this experience to provide hosting services to e-
businesses and CSPs through the following programs:
. ""QuickStart'' Program. We provide a "QuickStart" program that enables
businesses and CSPs to rapidly implement our products by allowing us to
initially host their Merchant Engine or Hosting Engine while their
transaction management infrastructure is put into place. This rapid
implementation enables customers to begin selling their products and
services over the Internet quickly, often within
40
days. These customers can quickly and easily migrate our products from
our servers to their internal systems when their infrastructure is
installed.
. Service Bureau for CSPs. Many businesses' e-commerce needs are serviced
by CSPs that have added transaction processing to complete their service
offerings. Many CSP customers have requested that we provide hosting
services for our applications for them while they focus on expanding
their service offerings and attracting new customers. Our hosting service
is operated under the CSPs' brands. These CSPs can quickly and easily
move our solution in-house should they so decide.
Professional Services and Customer Support. Our professional services
organization provides our customers with custom development services, standard
product extensions and implementation and training related to our products. A
typical engagement lasts 90 to 120 days and involves planning, configuration,
testing and implementation. We often integrate these custom software solutions
into new product releases based on customer demand. Also, our professional
services organization often works closely with third-party systems integrators
to train their consultants on the implementation of our solution.
We believe that providing a high level of customer service and technical
support is necessary to achieve rapid product implementation and customer
satisfaction. Our customer support organization provides a broad range of
customer service and technical support. We provide support for our products
and services primarily from our corporate headquarters in Austin, Texas but
plan to establish additional support and service sites in other markets as
required.
Customers
Our products are targeted to two distinct categories of businesses, CSPs
and e-businesses. Some of our customers include:
E-businesses
CSPs
Adornis
AllCharities.com Apple Computer Corporation
AT&T Campuswide BuyitNow.com
Booksense (ABA) Cabela's
Brandwise Cooking.com
Cardservices International Corbis
Chase Merchant Services Electronic Arts
Cobalt E-Stamp
CSP Source Flooz.com
EDS Harrods
E-quire hpshopping.com
Inacom Jordan Formula One Racing
Intel/iCat Mary Kay Cosmetics
Interpath Onvia
Kinzan Pets.com
Orbit Commerce Pitney Bowes
Planet Online TheStreet.com
PNC Bank Sun Microsystems
Pointserve Wizards of the Coast
PSIGate
ShopNow.com
In addition, thousands of e-businesses use our software through our CSP
customers, including other CSPs such as Bigstep.com, Cincinnati Bell,
EarthLink, e-Charge, Knight-Ridder, msn.com's b-central and Prodigy.
A relatively small number of customers accounted for a significant portion
of our total revenues in 1999. If this trend continues, the loss or delay of
revenues from any of these individual customers could have a
41
significant impact on our revenues. In 1998, sales to our largest customer,
Cardservice International, accounted for 16% of our total revenues. In 1999,
sales to our two largest customers, Cardservice International and Hewlett-
Packard, accounted for 18% and 19% of our revenues, respectively.
Sales and Marketing
Sales
We sell our products primarily through a direct sales force and through
relationships with storefronts and CRM application vendors, CSPs, platform
vendors and system integrators.
Direct Sales. We maintain a direct sales force that is primarily responsible
for selling to CSPs and working with non-OEM partners. On December 31, 1999,
members of our direct sales organization were located in five offices in North
America and one office in the United Kingdom. The direct sales organization in
North America is divided into three regions, east, central and west, and each
region is staffed with a regional sales manager, a sales engineer and at least
one sales representative.
Strategic Relationships. A key element of our market penetration strategy is
the formation and development of relationships with leading providers in
various complementary areas. We believe that these relationships increase our
market exposure and presence, generate qualified sales opportunities for our
solution and assist us in implementing our solution. We have currently
established relationships with storefront and CRM vendors, systems integrators,
platform vendors and CSPs to help us sell and implement our solution. We
believe these relationships are important because these providers often have
the first point of contact with e-businesses and have a strong influence on
their customers' software buying decisions. We are also establishing and
expanding relationships with CSPs that provide our software and services.
Marketing
Our marketing organization provides product and market direction, and
supports sales efforts through awareness and lead generation programs. Key
marketing programs include:
. Market analysis and product definition;
. Product strategy updates with industry analysts;
. Public relations activities and speaking engagements;
. Direct mail and relationship marketing programs;
. Brochures, data sheets and web site marketing;
. Industry focused programs, such as CSP initiatives; and
. Management of our domestic and international advisory boards.
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[REVENUE CHART]
[Graphical depiction of the ClearCommerce revenue model. The diagram is a flow
chart with arrows connecting oblong buttons labeled "CSP," "Merchant" and "M"
and the ClearCommerce trademark. Also, at the bottom of the page are two
buttons for license revenues and recurring merchant fees.]
Because we believe that most businesses will outsource their e-business
infrastructure, we have focused on penetrating leading CSPs. Through our CSP
customers, we are able to efficiently access their large merchant bases.
Further, the effects of this distribution channel are multiplied because some
of our CSP customers host other CSPs that also provide us with annual fees. For
example, Cardservice International hosts msn.com's b-central and its merchants,
each of which pays an annual fee.
Development and Technology
We devote a substantial portion of our resources to developing new products
and product features, extending and improving our products and technology and
researching new technological initiatives in the market for e-commerce
transaction management solutions. Our development organization works closely
with our marketing and services organizations to incorporate customer feedback
and market requirements into our products and services.
Our high performance server-based architecture is designed to be secure,
scaleable and reliable. Our software currently operates on Sun and Hewlett-
Packard versions of Unix and on Windows NT.
Our solutions employ remote client-side APIs, called ClearLink APIs, which
are used as the primary integration point into any application that requires
access to our solution. Our solution transmits data via an encrypted SSL
connection between third-party storefront and CRM applications. Digital
certificates are used to enforce authentication and enhance fraud protection.
All transaction types are done through our ClearLink APIs.
43
Our Hosting Engine enables users to add, configure, change and delete
merchant configurations. This is done through a secure browser-based
application or through various utilities that are typically integrated with the
customer's existing business systems and processes. In addition, our
architecture enables CSPs providing hosting services to run one secure server
while many, less-expensive ordinary Web servers carry the load of Web site
traffic.
As of December 31, 1999, we had 48 employees engaged in research and
development activities. Our research and development expenditures for the years
ended December 31, 1997, 1998 and 1999 were approximately $463,000, $2.7
million and $6.5 million, respectively. We expect that we will continue to
commit significant resources to development of new products and enhancements in
the future.
Competition
We compete in markets that are new, intensely competitive, highly fragmented
and rapidly changing. We have experienced and expect to continue to experience
increased competition from current and potential competitors, many of which
have significantly greater financial, technical, marketing and other resources.
Companies offering competitive products vary in scope and breadth of the
products and services offered and include:
. Transaction processing service providers, such as CyberSource, CyberCash,
Verisign/Signio and WorldPay;
. E-commerce software suppliers, such as Open Market and PaylinX;
. Point solutions that address certain technology components of transaction
processing, such as HNC Software; and
. Vendors of supply chain management software.
In the future, we may also compete with large Internet-focused companies
that derive a significant portion of their revenues from e-commerce and that
may offer, or provide a means for others to offer, e-commerce transaction
management products and services.
Many of our current and potential competitors have longer operating
histories, substantially greater financial, technical, marketing and other
resources, or greater name recognition than we do. These competitors may be
able to respond more quickly than we can to new or emerging technologies and
changes in customer requirements. Competition could seriously impede our
ability to sell additional products and services on terms favorable to us. Our
current and potential competitors may develop and market new technologies that
render our existing or future products and services obsolete, unmarketable or
less competitive. Our current and potential competitors may make strategic
acquisitions or establish cooperative relationships among themselves or with
other e-commerce transaction service providers, thereby increasing the ability
of their products and services to address the needs of our prospective
customers. In addition, our current and potential competitors may establish or
strengthen cooperative relationships with our current or future indirect sales
channel partners, that would limit our ability to sell products and services
through these channels. Competitive pressures could reduce our market share or
require the reduction of the prices of our products and services, either of
which could materially and adversely affect our business, results of operations
or financial condition.
We compete on the basis of several factors, including:
. System reliability;
. Product performance and scalability;
. Breadth of service and product offering;
. Ease of implementation;
. Time to market;
44
. Customer support; and
. Price.
We believe that we presently compete favorably with respect to each of these
factors. However, the market for our products and services is still evolving,
and we may not be able to compete successfully against current and potential
competitors.
Intellectual Property
We rely primarily on a combination of copyright, trademark and trade secret
laws, confidentiality procedures and contractual provisions to protect our
proprietary rights. As part of our confidentiality procedures, we enter into
confidentiality and assignment agreements with our employees and other third
parties. However, we believe that these measures afford only limited
protection. Despite our efforts to protect our proprietary rights, unauthorized
parties may attempt to copy aspects of our products or to obtain and use
information that we regard as proprietary. Policing unauthorized use of our
products is difficult, and we are unable to determine the extent to which
piracy of our software products exists. In addition, the laws of some foreign
countries do not protect our proprietary rights as fully as do the laws of the
United States.
We are not aware that we are infringing any proprietary rights of third
parties. We expect that software product developers will increasingly be
subject to infringement claims as the number of products and competitors in our
industry segment grows and the functionality of products in different industry
segments overlaps. In addition, litigation may be necessary in the future to
enforce our intellectual property rights, to protect our patents, copyrights,
trademarks or trade secrets, to determine the validity and scope of the
proprietary rights of others, or to defend against claims of infringement or
invalidity. Any litigation, with or without merit, could be costly and time
consuming, divert management's attention and resources, cause product shipment
delays or require us to enter into royalty or licensing agreements. Such
royalty or licensing agreements, if required, may not be available on terms
acceptable to us, if at all. Consequently, any intellectual property disputes
could have a material adverse effect on our business, financial condition and
operating results.
Employees
As of December 31, 1999, we had 129 full-time employees, 48 of whom were
engaged in research and development, 38 in sales and marketing, 10 in
professional services, 13 in customer services, and 20 in finance,
administration and operations. Our future performance depends in significant
part upon the continued service of our key technical, sales and senior
management personnel. The loss of the services of one or more of our key
employees could have a material adverse effect on our business. Our future
success also depends on our ability to attract, train and retain highly
qualified technical, sales and managerial personnel. Competition for such
personnel is intense, and there can be no assurance that we can retain our key
personnel in the future. None of our employees is represented by a labor union.
We have not experienced any work stoppages and consider our relations with our
employees to be good.
Facilities
We lease approximately 29,000 square feet for our headquarters in a single
office complex located in Austin, Texas pursuant to a lease that expires in
January 2002. We also lease space for sales offices in Atlanta, Georgia;
Oconomowoc, Wisconsin; San Francisco, California and London, England. We
believe our facilities are adequate for our current needs. We may need to
locate additional space to meet our needs in the future.
Legal Proceedings
As of the date hereof, there is no material litigation pending against us.
From time to time, we are a party to litigation and claims incident to the
ordinary course of business. Although the results of litigation and claims
cannot be predicted with certainty, we believe the final outcome of such
matters will not have a material adverse effect on our business.
45
MANAGEMENT
Executive Officers and Directors
The following table sets forth certain information with respect to the
executive officers and directors of our company and their ages as of December
31, 1999.
Name Age Title
- ---- --- -----
James G. Treybig (2).... 59 Chairman of the Board of Directors
Robert J. Lynch......... 46 Chief Executive Officer, President and Director
Julie Fergerson......... 31 Chief Technology Officer
Michael S. Grajeda...... 40 Chief Financial Officer, Secretary and Vice President
Joseph C. Aragona (2)... 43 Director
R.C. Estes.............. 34 Director, Treasurer and Vice President, Strategy
Wendy L. Harrington
(1).................... 34 Director
William H. McAleer (1).. 49 Director
Scott D. Sandell (1).... 35 Director
Stuart H. Fullerton..... 54 Vice President, Sales
Alan Scutt.............. 46 Vice President, Europe
Michael R. Turner....... 46 Vice President, Marketing
- ---------------------
(1) Member of audit committee
(2) Member of compensation committee
James G. Treybig has been Chairman of our board of directors since September
1997. Since 1996, Mr. Treybig has been a Venture Partner with Austin Ventures,
a venture capital firm, and has served as a director or chairman of the board
of several privately held companies. From 1974 through 1996, Mr. Treybig was
the Chief Executive Officer of Tandem Computers. Mr. Treybig received a B.A.
and B.S. in electrical engineering from Rice University in 1963 and 1964,
respectively, and an M.B.A. from Stanford University in 1968.
Robert J. Lynch has been one of our directors since November 1996 and has
been our Chief Executive Officer and President since September 1997. From 1994
through 1996, Mr. Lynch was the Vice President of Sales of Netsolve
Incorporated. From 1989 to 1994 he was an executive with Affiliated Computer
Services, including President of ACS/Transfirst. Mr. Lynch received his B.S. in
economics from St. Johns University in 1975 and a P.D. in administration from
Fordham University in 1980.
Julie Fergerson, one of our co-founders, was a director from June 1995 until
August 1997. She has served as our Chief Technology Officer since September
1997. Ms. Fergerson was formerly a Project Manager and programmer with IBM from
1994 to 1995.
Michael S. Grajeda has been our Chief Financial Officer, Secretary and Vice
President since July 1998. From 1989 to 1998, Mr. Grajeda held several
positions, including Accounting Manager, Chief Financial Officer, Chief
Operating Manager and General Manager of Electronic Arts, or its subsidiary,
Origin Systems. Mr. Grajeda received a B.S. in accounting from California State
University, Hayward in 1982.
Joseph C. Aragona has been one of our directors since September 1997. Mr.
Aragona is a founder and General Partner of Austin Ventures, a venture capital
firm, and has been associated with Austin Ventures since 1982. Mr. Aragona also
serves on the board of directors of Pervasive Software and several privately
held companies. Mr. Aragona received an A.B. in economics from Harvard College
in 1978 and an M.B.A. from the Harvard Business School in 1982.
R.C. Estes, one of our co-founders, has been one of our directors since
inception, and is our Vice President, Strategy and our Treasurer. Mr. Estes was
our Chief Executive Officer from September 1995 until September 1997. Mr. Estes
received a B.A. in psychology with a minor in business administration from
Southern Methodist University in 1990 and an M.B.A. from the University of
Texas at Austin in 1995.
46
Wendy Harrington has been one of our directors since February 2000. Ms.
Harrington has been Vice President of Operations at Internet Capital Group, an
Internet holding company engaged in business-to-business e-commerce, since June
1999. From 1995 to 1999, Ms. Harrington was a Senior Engagement Manager at
McKinsey & Company, a consulting firm. Ms. Harrington is also a director of a
private company. Ms. Harrington received a B.S. in business administration and
management information systems from the University of Illinois at Urbana-
Champaign in 1987 and an M.B.A. from Stanford Graduate School of Business in
1995.
William H. McAleer has been one of our directors since January 1999. Mr.
McAleer has been a Managing Director of Voyager Capital, a venture capital
firm, since October 1996. From 1994 to 1996, Mr. McAleer was the President of
e.liance Partners, a firm advising early stage technology companies.
Mr. McAleer is also a director of Apex and several private companies. Mr.
McAleer received a B.S. degree from Cornell University in 1973 and an M.B.A.
from Cornell University in 1975.
Scott D. Sandell has been one of our directors since January 1999. Mr.
Sandell is a partner of New Enterprise Associates, a venture capital firm, and
has served in other capacities at such firm since January 1996. Prior to
joining New Enterprise Associates, Mr. Sandell was the President of Yankee
Pacific Company, a marketing and business strategy consulting firm from March
1994 to December 1995. He is also a member of the board of directors of Mission
Critical Software, Inc. and several privately held companies. Mr. Sandell holds
a B.S. degree in engineering sciences from Dartmouth College and an M.B.A.
degree from the Stanford Graduate School of Business.
Stuart H. Fullerton has been our Vice President, Sales since September 1997.
From 1983 to 1997, Mr. Fullerton held a number of positions with Tandem
Computers, Inc., including Director of Sales--U.S. Finance and Securities, from
1994 to 1997. Mr. Fullerton received a B.S. in mechanical engineering from
Cornell University in 1973.
Alan Scutt has been our Vice President, Europe since November 1998. From
1997 to 1998, Mr. Scutt was with FTP Software Ltd., where he served as Vice
President for Northern Europe and Regional Manager of Central Europe. From 1996
to 1997, Mr. Scutt was a director of Tricom Communications, Ltd. From 1993 to
1996, Mr. Scutt was the United Kingdom Country Manager for Banyan Systems (UK)
Ltd. Mr. Scutt received a business studies diploma from Worthing College in
England.
Michael R. Turner has been our Vice President, Marketing since June 1999.
From 1995 to 1999, Mr. Turner was the Vice President of Marketing in charge of
product strategy, promotion and pricing for NetSolve Incorporated. Mr. Turner
received a B.S. in engineering from Case Western Reserve University in 1975,
and an M.S. in business from Purdue University in 1978.
Board Composition
Prior to the closing of this offering, our board of directors will be
divided into three classes, as nearly equal in number as possible, with each
director serving a three-year term and one class being elected at each year's
annual meeting of stockholders. Mr. Aragona, Mr. Lynch and Mr. Treybig will be
in the class of directors whose term expires at the 2000 annual meeting of
stockholders. Mr. Estes and Ms. Harrington will be in the class of directors
whose term expires at the 2001 annual meeting of the stockholders. Mr. McAleer
and Mr. Sandell will be in the class of directors whose term expires at the
2002 annual meeting of stockholders.
Our board of directors currently consists of seven members. At each annual
meeting of stockholders, the successors to each class of directors will be
elected to serve for three year terms from the time of election and
qualification until the next annual meeting at which such director's class
stands for election. Our bylaws provide that the authorized number of directors
may be changed only by resolution of the board of directors.
Executive officers are elected by the board of directors on an annual basis
and serve until their successors have been duly elected and qualified.
47
Board Committees
We established a compensation committee in January 1999 and an audit
committee in February 2000.
Compensation Committee. The current members of our compensation committee
are James G. Treybig and Joseph C. Aragona. The compensation committee of the
board of directors determines the salaries and benefits for our employees,
consultants, directors and other individuals compensated by our company. The
compensation committee also administers our stock plans.
Audit Committee. The current members of our audit committee are Wendy L.
Harrington, William H. McAleer and Scott D. Sandell. Our audit committee
reviews and monitors our financial statements and accounting practices, makes
recommendations to our board regarding the selection of independent auditors
and reviews the results and scope of the audit and other services provided by
our independent auditors.
Compensation Committee Interlocks and Insider Participation
The board of directors established its compensation committee in January
1999. Prior to establishing the compensation committee, the board of directors
as a whole performed the functions delegated to the compensation committee.
During 1999, our compensation committee consisted of Mr. Lynch, Mr. Treybig and
Mr. Aragona, but Mr. Lynch is no longer a member of our compensation committee.
The entire board of directors approved all option grants during the time that
Mr. Lynch was a member of the compensation committee. Mr. Treybig and
Mr. Aragona are both "non-employee directors" under federal securities laws and
"outside directors" under federal tax laws. No interlocking relationship exists
between our board of directors or compensation committee and the board of
directors or compensation committee of any other company, nor has an
interlocking relationship existed. Each of Messrs. Aragona, Lynch and Treybig
have engaged in certain transactions with our company. See "Related Party
Transactions."
Director Compensation
James G. Treybig received cash compensation of $60,000 in 1999 for his
services as a director. Otherwise, we do not currently pay any cash
compensation to directors for their service as members of the board of
directors, although we reimburse them for certain expenses in connection with
attendance at board and committee meetings. Under our 1997 Option/Stock
Issuance Plan and 2000 Stock Plan, nonemployee directors are eligible to
receive stock option grants at the discretion of the board of directors, and,
after this offering is completed, all nonemployee directors will receive stock
options pursuant to the automatic option grant program in effect under the 2000
Director Option Plan.
48
Executive Compensation
The following table sets forth the compensation earned for services rendered
in all capacities by our President and Chief Executive Officer and our four
next most highly compensated executive officers who earned more than $100,000
for the year ended December 31, 1999. These executives are referred to as the
named executive officers in this prospectus.
Summary Compensation Table
Annual Long Term
Compensation Compensation Awards
----------------- ---------------------
Restricted Securities
Name and Stock Underlying All Other
Principal Position Salary Bonus Award(1) Options Compensation(2)
------------------ -------- -------- ---------- ---------- ---------------
Robert J. Lynch......... $169,375 $ -- -- -- $ --
Chief Executive Officer
R.C. Estes.............. 117,383 -- -- -- --
Vice President,
Strategy
Stuart H. Fullerton..... 134,583 115,323 -- -- --
Vice President, Sales
Michael S. Grajeda...... 144,458 -- 30,000 -- --
Chief Financial Officer
Alan Scutt.............. 138,352 11,413 -- -- 16,476
Vice President, Europe
- ---------------------
(1) Restricted stock award represents 1999 option grants exercised prior to
vesting. These shares are subject to repurchase by our company at the
original exercise price if the individual leaves our company prior to
vesting.
(2) Represents a car allowance of $1,373 per month.
49
Stock Options
The following table presents the stock option grants during the year ended
December 31, 1999 under our 1997 Stock Option/Stock Issuance Plan to each of
the persons listed in the Summary Compensation Table.
Option Grants in Last Fiscal Year
Individual Grants
------------------------------------------
Potential
Realizable
Value at
Assumed
Percent of Annual Rates
Total of Stock
Number of Options Appreciation
Securities Granted to Exercise for Option
Underlying Employees or Base Term(3)
Options During Price Expiration -------------
Name Granted(1) Period(2) ($/share) Date 5% 10%
- ---- ---------- ---------- --------- ---------- ------ ------
Robert J. Lynch......... -- --% $ -- -- $ -- $ --
Chief Executive Officer
R.C. Estes.............. -- -- -- -- -- --
Vice President,
Strategy
Stuart H. Fullerton..... -- -- -- -- -- --
Vice President, Sales
Michael S. Grajeda...... 30,000 2.5 0.492 3/25/09 24,042 38,284
Chief Financial Officer
Alan Scutt.............. -- -- -- -- -- --
Vice President, Europe
- ---------------------
(1) 25% of the shares subject to the option vest one year after the date of
grant and the remaining 75% of the shares subject to the option vest
monthly over the next three years. All options to employees are immediately
exercisable.
(2) We granted options to purchase an aggregate of 1,194,154 shares during the
fiscal year ended December 31, 1999 to employees and consultants.
(3) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission and do not
represent our estimate or projection of our future common stock prices and
are based on the exercise price of $0.492 per share.
50
Aggregate Option Exercises in 1999 and Option Values at December 31, 1999
The following table presents the number of shares acquired and the value
realized upon exercise of stock options during 1999 and the number of shares of
common stock subject to "exercisable" and "unexercisable" stock options held as
of December 31, 1999 by each of the persons listed in the Summary Compensation
Table. Also presented are values of unexercised "in-the-money" options. Upon a
change of control, the expiration of our repurchase right automatically
accelerates by 12 months and accelerates fully if the surviving corporation
does not assume all options under the 1997 Stock Plan or following an
involuntary termination of an employee without cause within 18 months of such
change of control.
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
Shares December 31, 1999 December 31, 1999
Acquired on Value ------------------------- -------------------------
Name Exercise(1) Realized(2) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
Robert J. Lynch......... -- $ -- -- -- $ -- $ --
Chief Executive Officer
R. C. Estes............. -- -- -- -- -- --
Vice President,
Strategy
Stuart H. Fullerton..... 259,000 1,803,417 -- -- -- --
Vice President, Sales
Michael S. Grajeda...... 70,000 487,410 -- -- -- --
Chief Financial Officer 30,000 197,340 -- -- -- --
Alan Scutt.............. 56,000 389,928 -- -- -- --
Vice President, Europe
- ---------------------
(1) Shares acquired on exercise represents option grants exercised prior to
vesting. These shares are subject to repurchase by our company at the
original exercise price if the individual leaves our company prior to
vesting. The repurchase right generally expires as to 25% of the shares on
the first anniversary of the date of grant and the remainder expires
ratably over a 36-month period thereafter.
(2) "Value realized" is calculated on the basis of the fair market value of the
common stock on December 31, 1999 minus the exercise price. It does not
necessarily indicate that the optionee sold such stock for such amount.
Stock Plans
1997 Stock Option/Stock Issuance Plan
Our 1997 Stock Option/Stock Issuance Plan, referred to as the 1997 Stock
Plan, was adopted by our board of directors in December 1997, and our
stockholders initially approved the plan in December 1997. Our 1997 Stock Plan
provides for the grant of incentive stock options, which may provide for
preferential tax treatment, to our employees, and for the grant of nonstatutory
stock options and stock purchase rights to our employees and directors. As of
March 7, 2000, we had reserved for future issuance 1,342,047 shares of our
common stock under this plan and options to purchase 1,271,931 shares of common
stock were outstanding. Following the closing of this offering, we will not
grant any additional stock options under our 1997 Stock Plan although options
granted under the 1997 Stock Plan will remain outstanding in accordance with
their terms. Instead, we will grant options under our 2000 Stock Plan. Our 1997
Stock Plan, as amended, and our stock option agreements provide that the
vesting of shares subject to options granted to employees shall accelerate by
12 months following a change in control and shall accelerate fully if the
surviving corporation does not assume all options under the 1997 Stock Plan or
following an involuntary termination of an employee without cause within 18
months of such change of control.
51
2000 Stock Plan
Our 2000 Stock Plan was adopted by our board of directors in February 2000,
and we intend to submit the plan to our stockholders for approval. This plan
provides for the grant of incentive stock options to our employees and
nonstatutory stock options and stock purchase rights to our employees,
directors and consultants. As of March 1, 2000, the lower of 1,000,000 shares
or the number of shares of our common stock reserved under the 1997 Plan but
not subject to grants immediately prior to the closing of our public offering
were reserved for issuance pursuant to our 2000 Stock Plan. No options have yet
been issued pursuant to the 2000 Stock Plan. The number of shares reserved for
issuance under our 2000 Stock Plan will increase annually on January 1st of
each calendar year, starting January 2001, equal to the lesser of 5% of the
outstanding shares of our common stock on the first day of the year, 2,500,000
shares or such lesser amount as our board of directors may determine.
The compensation committee of our board administers our 2000 Stock Plan. The
administrator has the power to determine the terms of the options or stock
purchase rights granted, including the exercise price, the number of shares
subject to each option or stock purchase right, the exercisability of the
options and the form of consideration payable upon exercise. The administrator
determines the exercise price of options granted under our 2000 Stock Plan, but
with respect to incentive stock options, the exercise price must at least be
equal to the fair market value of our common stock on the date of grant.
Additionally, the term of an incentive stock option may not exceed ten years.
The administrator determines the term of all other options.
No optionee may be granted an option to purchase more than 1,000,000 shares
in any fiscal year. In connection with his or her initial service, an optionee
may be granted an additional option to purchase up to 1,000,000 shares of our
common stock. After termination of one of our employees, directors or
consultants, he or she may exercise his or her option for the period of time
stated in the option agreement. If termination is due to death or disability,
the option will generally remain exercisable for 12 months following such
termination. In all other cases, the option will generally remain exercisable
for three months. However, an option may never be exercised later than the
expiration of its term.
The administrator determines the exercise price of stock purchase rights
granted under our 2000 Stock Plan. Unless the administrator determines
otherwise, the restricted stock purchase agreement will grant us a repurchase
option that we may exercise upon the voluntary or involuntary termination of
the purchaser's service with us for any reason (including death or disability).
The purchase price for shares we repurchase will generally be the original
price paid by the purchaser. The administrator determines the rate at which our
repurchase option will lapse. Our 2000 Stock Plan generally does not allow for
the transfer of options or stock purchase rights, and only the optionee may
exercise an option and stock purchase right during his or her lifetime.
Our 2000 Stock Plan provides that in the event of our merger with or into
another corporation or a sale of substantially all of our assets, the successor
corporation will assume or substitute for each option or stock purchase right.
If the outstanding options or stock purchase rights are not assumed or
substituted for, all outstanding options and stock purchase rights will
terminate as of the closing of such merger or sale of assets. Our 2000 Stock
Plan will automatically terminate in 2010, unless we terminate it sooner. In
addition, our board of directors has the authority to amend, suspend or
terminate the stock option plans provided such action does not adversely affect
any option previously granted under our stock option plans.
2000 Director Option Plan
Our board of directors adopted our 2000 Director Option Plan, referred to as
the Director Plan, in February 2000, and we plan to submit this plan to our
stockholders for approval. Our Director Plan provides for the periodic grant of
nonstatutory stock options to our non-employee directors. As of March 1, 2000,
a total of 300,000 shares were reserved for issuance under our Director Plan,
none of which was issued and outstanding as of March 1, 2000. All grants of
options to our non-employee directors under our Director Plan are automatic. We
will grant each non-employee director an option to purchase 20,000 shares upon
the later of (i) the effective date of our Director Plan, or (ii) when such
person first becomes a non-employee director
52
(except for those directors who became non-employee directors by ceasing to be
employee directors). All non-employee directors who have been directors for at
least six months will receive an option to purchase 20,000 shares on the date
the Director Plan is approved by our stockholders of each year. All options
granted under our Director Plan have a term of ten years and an exercise price
equal to fair market value on the date of grant. Each option becomes
exercisable as to 25% of the shares subject to the option on each anniversary
of the date of grant, provided the non-employee director remains a director on
such dates. After termination as a non-employee director with us, an optionee
must exercise an option at the time set forth in his or her option agreement.
If termination is due to death or disability, the option will remain
exercisable for 12 months. In all other cases, the option will remain
exercisable for a period of three months. However, an option may never be
exercised later than the expiration of its term.
A non-employee director may not transfer options granted under our Director
Plan other than by will or the laws of descent and distribution. Only the non-
employee director may exercise the option during his or her lifetime. In the
event of our merger with or into another corporation or a sale of substantially
all of our assets, the successor corporation will assume or substitute each
option. If such assumption or substitution occurs, the options will continue to
be exercisable according to the same terms as before the merger or sale of
assets. Following such assumption or substitution, if a non-employee director
is terminated other than by voluntary resignation, the option will become fully
exercisable and generally will remain exercisable for a period of three months.
If the outstanding options are not assumed or substituted for, our board of
directors will notify each non-employee director that he or she has the right
to exercise the option as to all shares subject to the option for a period of
30 days following the date of the notice. The option will terminate upon the
expiration of the 30-day period.
Unless terminated sooner, our Director Plan will automatically terminate in
2010. Our board of directors has the authority to amend, alter, suspend, or
discontinue our Director Plan, but no such action may adversely affect any
grant made under our Director Plan.
2000 Employee Stock Purchase Plan
Concurrently with this offering, we intend to establish a 2000 Employee
Stock Purchase Plan, referred to as our Purchase Plan. A total of 600,000
shares of our common stock will be made available for sale. In addition, our
Purchase Plan provides for annual increases in the number of shares available
for issuance under the Purchase Plan on January 1st of each year, beginning in
2001, equal to the lesser of 5% of the outstanding shares of our common stock
on the first day of the calendar year, 2,500,000 shares, or such other lesser
amount as may be determined by our board of directors. Our compensation
committee of our board administers our Purchase Plan. Our board of directors or
its committee has full and exclusive authority to interpret the terms of our
Purchase Plan and determine eligibility. All of our employees are eligible to
participate if they are customarily employed by us or any participating
subsidiary for at least 20 hours per week and more than five months in any
calendar year. However, an employee may not be granted an option to purchase
stock under our Purchase Plan if such employee:
. Immediately after the grant owns stock possessing 5% or more of the total
combined voting power or value of all classes of our capital stock, or
. Whose rights to purchase stock under all of our employee stock purchase
plans accrues at a rate that exceeds $25,000 worth of stock for each
calendar year.
Our Purchase Plan is intended to qualify for preferential tax treatment and
contains consecutive, overlapping 24-month offering periods. Each offering
period includes four 6-month purchase periods. The offering periods generally
start on the first trading day on or after February 15 and August 15 of each
year, except for the first such offering period which will commence on the
first trading day on or after the effective date of this offering and will end
on the last trading day on or before August 14, 2002.
53
Our Purchase Plan permits participants to purchase common stock through
payroll deductions of up to 15% of their eligible compensation which includes a
participant's base straight time gross earnings and commissions but excludes
all other compensation paid to our employees. A participant may purchase no
more than 50,000 shares during any 6-month purchase period.
Amounts deducted and accumulated by the participant are used to purchase
shares of our common stock at the end of each 6-month purchase period. The
price is 85% of the lower of the fair market value of our common stock at the
beginning of an offering period or after a purchase period ends. If the fair
market value at the end of a purchase period is less than the fair market value
at the beginning of the offering period, participants will be withdrawn from
the current offering period following their purchase of shares on the purchase
date and will be automatically re-enrolled in a new offering period.
Participants may end their participation at any time during an offering period
and will be paid their payroll deductions to date. Participation ends
automatically upon termination of his or her employment with us.
A participant may not transfer rights granted under our Purchase Plan other
than by will, the laws of descent and distribution or as otherwise provided
under the our Purchase Plan.
In the event of our merger with or into another corporation or a sale of all
or substantially all of our assets, a successor corporation may assume or
substitute each outstanding option. If the successor corporation refuses to
assume or substitute for the outstanding options, the offering period then in
progress will be shortened, and a new exercise date will be set.
Our Purchase Plan will terminate in 2010. However, our board of directors
has the authority to amend or terminate our Purchase Plan, except that, subject
to certain exceptions described in the plan, no such action may adversely
affect any outstanding rights to purchase stock under our Purchase Plan.
401(k) Plan
In January 1999, we adopted a Retirement Savings and Investment Plan, our
401(k) Plan, covering our full-time employees located in the United States. Our
401(k) Plan is intended to qualify under Section 401(k) of the Internal Revenue
Code, so that contributions to our 401(k) Plan by employees or by us, and the
investment earnings thereon, are not taxable to employees until withdrawn from
our 401(k) Plan. If our 401(k) Plan qualifies under Section 401(k) of the
Internal Revenue Code, contributions by us, if any, will be deductible by us
when made.
Pursuant to our 401(k) Plan, employees may elect to reduce their current
compensation by up to the statutorily prescribed annual limit of $10,500 in
2000 and to have the amount of such reduction contributed to our 401(k) Plan.
Our 401(k) Plan permits, but does not require, additional matching
contributions to our 401(k) Plan by us on behalf of all participants in our
401(k) Plan. To date, we have not made any contributions to our 401(k) Plan.
Employment Agreements and Change in Control Arrangements
With the exception of Alan Scutt, we do not have any employment agreements
with any of our executive officers. Our employment agreement with Mr. Scutt
sets his current salary at (Pounds)90,000 ($145,350 assuming a conversion rate
of $1.615 per pound) annually and permits Mr. Scutt's to participate in our
bonus plan. His employment agreement also provides for other compensation of
(Pounds)850 ($1,373) per month, reimbursement of expenses, 4 weeks of paid
vacation, and an option to purchase 56,000 shares of our common stock. One
month's written notice is required to make any significant changes to Mr.
Scutt's employment agreement.
Employment with our executives is generally at will. Our executives are
eligible to participate in our bonus plan. Bonuses under our bonus plan are
determined by a combination of our financial performance, the individual
employee's negotiated target bonus and the employee's performance rating. Our
executives receive
54
stock options, subject to the approval of our board of directors or
compensation committee, in connection with their employment.
Our 1997 Stock Plan, as amended, and our stock option agreements provide
that the vesting of shares subject to options granted to employees shall
accelerate by 12 months following a change in control and shall accelerate
fully if the surviving company does not assume all options outstanding under
the 1997 Stock Plan or following an involuntary termination of an employee
without cause within 18 months of such change of control.
Our repurchase agreements with Julie Fergerson and R.C. Estes, and our stock
subscription agreement with Robert J. Lynch, provide that the schedule
releasing our right to repurchase their shares upon termination of employment
shall accelerate by one year upon a change of control, and our repurchase right
shall expire completely if such employee is involuntarily terminated without
cause within 12 months of a change of control.
Limitations On Directors' Liability And Indemnification
Our certificate of incorporation limits the liability of our directors and
executive officers to the maximum extent permitted by Delaware law. Delaware
law provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except
liability for (i) any breach of their duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) unlawful payments
of dividends or unlawful stock repurchases or redemptions, or (iv) any
transaction from which the director derived an improper personal benefit. Such
limitation of liability does not apply to liabilities arising under the federal
securities laws and does not affect the availability of equitable remedies such
as injunctive relief or rescission.
Our certificate of incorporation and bylaws provide that we shall indemnify
our directors and executive officers and may indemnify our other officers and
employees and other agents to the fullest extent permitted by law. We believe
that indemnification under our bylaws covers at least negligence and gross
negligence on the part of indemnified parties. Our bylaws also permit us to
secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions in such capacity,
regardless of whether the bylaws would permit indemnification.
We have entered into agreements prior to the effective time of this offering
to indemnify our directors and executive officers, in addition to
indemnification provided for in our bylaws. These agreements, among other
things, provide for indemnification of our directors and executive officers for
certain expenses (including attorneys' fees), judgments, fines and settlement
amounts incurred by any such persons in any action or proceeding, including any
action by or in the right of our company, arising out of such persons' services
as our directors or executive officers, any subsidiary of our company or any
other company or enterprise to which such persons provide services at our
request. We believe that these provisions and agreements are necessary to
attract and retain qualified persons as our directors and executive officers.
55
RELATED PARTY TRANSACTIONS
Other than the employment agreements described in "Management," and the
transactions described below, since we were formed there has not been nor is
there currently proposed, any transaction or series of similar transactions to
which we were or will be a party:
. In which the amount involved exceeded or will exceed $60,000; and
. In which any director, executive officer, holder of more than 5% of our
common stock or any member of their immediate family had or will have a
direct or indirect material interest.
Sales of Common Stock and Preferred Stock
Common Stock. On October 20, 1999, we sold 125,000 shares of common stock to
Michael R. Turner at a price of $0.4920 per share upon exercise of an option to
purchase these shares through our 1997 Stock Plan. Mr. Turner exercised this
option pursuant to an early exercise provision in his Stock Option Agreement.
Preferred Stock. In January and April 1999, we sold an aggregate of
4,706,196 shares of Series B Preferred Stock at a purchase price of $2.46 per
share. In December 1999 and in January and February 2000, we sold an aggregate
of 4,243,267 shares of Series C Preferred Stock at a purchase price of $7.07
per share. Of these shares, 8,355,851 shares were purchased by the executive
officers, directors and holders of more than 5% of our outstanding stock listed
in the following table. All of the share numbers in the following table reflect
the conversion of each outstanding share of preferred stock into one share of
common stock.
Shares of Preferred
Stock
-------------------
Stockholder Series B Series C
- ----------- --------- ---------
Entities affiliated with Austin Ventures.................... 1,199,241 1,610,600
Internet Capital Group...................................... 572,889 265,698
R.C. Estes.................................................. 52,226 54,076
Julie Fergerson............................................. 6,071 543
Entities affiliated with Voyager Capital Fund............... 962,191 320,879
Entities affiliated with New Enterprise Associates.......... 962,192 819,843
Robert J. Lynch............................................. 6,098 70,892
Michael S. Grajeda.......................................... 20,325 1,667
James G. Treybig............................................ 40,650 21,335
Entities affiliated with Intel.............................. 813,008 271,128
Alan Scutt.................................................. -- 1,414
Hewlett-Packard............................................. -- 282,885
Joseph Aragona, one of our directors, is a general partner of Austin
Ventures, and may be deemed to own beneficially the shares held by the entities
associated with Austin Ventures. Wendy L. Harrington, one of our directors, is
a vice president of Internet Capital Group and may be deemed to own
beneficially the shares held by the entities associated with Internet Capital
Group. William H. McAleer, one of our directors, is a managing director of
Voyager Capital Fund and may be deemed to own beneficially the shares held by
the entities associated with Voyager Capital Fund. Scott D. Sandell, one of our
directors, is a partner of New Enterprise Associates and may be deemed to own
beneficially the shares held by the entities associated with New Enterprise
Associates. R.C. Estes is one of our founders and is currently our Vice
President, Strategy. Julie Fergerson is one of our founders and is currently
our Chief Technology Officer. Robert J. Lynch is our President, Chief Executive
Officer and is a member of our board of directors. Michael S. Grajeda is our
Chief Financial Officer and Secretary. James G. Treybig is our chairman of the
board of directors. Alan Scutt is our Vice President, Europe.
56
In connection with the issuances of the preferred stock described above, we
entered into an investors' rights agreement with the holders of preferred
stock, including those stockholders listed above, and with R.C. Estes, Julie
Fergerson and Bill Fergerson. The terms of this investors' rights agreement
grant certain registration rights that obligate us, under certain
circumstances, to affect a registration under the Securities Act of shares of
common stock. See "Description of Capital Stock--Registration Rights."
Warrants
In November 1999, in connection with a bridge financing, we issued warrants
to purchase shares of our Series C Preferred Stock to the following executive
officers, directors and holders of more than 5% of our outstanding stock:
Number of
shares
subject to
Warrantholder warrant
------------- ----------
Entities affiliated with Austin Ventures...................... 59,723
R.C. Estes.................................................... 2,749
Julie Fergerson............................................... 183
Entities affiliated with Internet Capital Group............... 28,513
Robert J. Lynch............................................... 54
Entities affiliated with New Enterprise Associates............ 17,217
Entities affiliated with Voyager Capital Fund................. 17,216
Entities affiliated with Intel................................ 14,548
The exercise price per share under these warrants is $7.07. These warrants
have not been exercised. These warrants terminate on the earlier of the closing
of this offering or November 29, 2004.
In February 2000, we issued a warrant to Hewlett-Packard to purchase 555,183
shares of our common stock with an exercise price per share of $7.07.
In March 2000, we issued a warrant to Hewlett-Packard to purchase 125,000
shares of our common stock with an exercise price per share of $5.00.
Loans from Directors, Officers and 5% Stockholders
On September 27, 1999, we entered into a loan and warrant agreement which
was amended on November 29, 1999, providing for the issuance of revolving
short-term notes to the following executive officers, directors and holders of
more than 5% of our outstanding stock:
Amount of
Noteholder loans
---------- ----------
Entities affiliated with Austin Ventures...................... $1,688,992
R.C. Estes.................................................... 77,767
Entities affiliated with Internet Capital Group............... 806,366
Entities affiliated with New Enterprise Associates............ 486,916
Entities affiliated with Voyager Capital Fund................. 486,916
Entities affiliated with Intel................................ 411,422
The outstanding principal of and all accrued and unpaid interest on all of
these short-term notes were converted into shares of our Series C Preferred
Stock on December 31, 1999.
Customer Contracts
We have several agreements with Hewlett-Packard, including a strategic
relationship agreement, software licenses and hardware purchase and lease
agreements. As of March 7, 2000, we issued Hewlett-Packard warrants to purchase
a total of 680,183 shares of our common stock.
57
One of our stockholders, Intel, is also one of our customers. In September
1998, we entered into a contract with iCat to become one of our CSPs. Intel
subsequently acquired iCat, and has become one of our CSPs. We have also
executed a professional services agreement with Intel Online Services, Inc. to
provide product enhancements.
On March 6, 2000, we entered into a stock purchase agreement with
Cardservice International, one of our CSP customers, to purchase that number of
shares of our common stock equal to the lower of 10% of the number of shares
sold in this offering (excluding the underwriters' over-allotment option) or
the number of shares purchasable for an aggregate of $6 million at the per
share price at which common stock is sold to the public in this offering.
Pursuant to this agreement, Cardservice International will purchase these
shares on the date of the closing of this offering.
All future transactions, including any loans from our company to our
officers, directors, principal stockholders or affiliates, will be approved by
a majority of the board of directors, including a majority of the independent
and disinterested members of the board of directors or, if required by law, a
majority of disinterested stockholders, and will be on terms no less favorable
to our company than could be obtained from unaffiliated third parties.
58
PRINCIPAL STOCKHOLDERS
The following table sets forth information known to us with respect to the
beneficial ownership of our common stock as of March 7, 2000 and as adjusted to
reflect the sale of common stock offered hereby by:
. Each stockholder known by us to own beneficially more than 5% of the
common stock;
. Each of the named executive officers;
. Each director of our company; and
. All directors and executive officers as a group.
The percentage of ownership in the following table is based on 16,176,147
shares of common stock outstanding on March 7, 2000, assuming conversion of all
outstanding preferred stock and payment in common stock of all accrued and
unpaid dividends thereon and shares of common stock outstanding
after completion of the offering. This table assumes no exercise of the
underwriters' over-allotment option and assumes conversion of all outstanding
shares of preferred stock. If the over-allotment option is exercised in full,
we will sell an aggregate of shares of common stock.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options or warrants held by that person that
are currently exercisable or will become exercisable within 60 days after
March 7, 2000 are deemed outstanding, while such shares are not deemed
outstanding for purposes of computing percentage ownership of any other person.
Unless otherwise indicated in the footnotes below, to our knowledge, the
persons and entities named in the table have sole voting and investment power
with respect to all shares beneficially owned, subject to community property
laws where applicable.
Percentage of
Common Stock
Outstanding
-----------------
Number of Shares Before After
Beneficial Owner(1) Beneficially Owned Offering Offering
- ------------------- ------------------ -------- --------
Entities affiliated with Austin Ventures
(2)..................................... 5,089,276 31.2% %
114 W. 7th St., Suite 300
Austin, Texas 78701
Entities affiliated with Internet Capital
Group (3)............................... 1,908,470 11.8
44 Montgomery Street, Suite 3705
San Francisco, CA 94104
R.C. Estes (4)........................... 1,362,423 8.4
Julie Fergerson (5)...................... 871,187 5.4
Entities affiliated with Voyager Capital
Fund (6)................................ 1,315,285 8.1
800 Fifth Avenue, Suite 4100
Seattle, WA 98104
Robert J. Lynch (7)...................... 666,958 4.1
Michael S. Grajeda (8)................... 149,275 * *
James G. Treybig (9)..................... 259,151 1.6
10915 Bee Caves Road
Austin, Texas 78733
Entities affiliated with Intel (10)...... 1,111,360 6.9
2200 Mission College Blvd.
Santa Clara, CA 95052
Entities affiliated with New Enterprise
Associates (11)......................... 1,817,290 11.2
2490 Sand Hill Road
Menlo Park, CA 94025
59
Number of Percentage of
Shares Common Stock
Beneficially Owned Outstanding
------------------ -----------------
Before After
Beneficial Owner(1) Number Offering Offering
- ------------------- ------ -------- --------
Alan Scutt (12).......................... 101,423 * *
Hewlett-Packard (13)..................... 964,971 5.7
3000 Hanover Street
Palo Alto, CA 94304
Joseph C. Aragona (14)................... 5,089,276 31.3
Wendy L. Harrington (15)................. 1,908,470 11.8
William H. McAleer (16).................. 1,315,285 8.2
Scott D. Sandell (17).................... 1,817,290 11.3
Stuart H. Fullerton (18)................. 301,000 1.9
All executive officers and directors as a
group................................... 13,841,738 83.7
- ---------------------
* Less than 1% of the outstanding shares of common stock.
(1) Except as otherwise noted below, the address of each person listed on
the table is 11500 Metric Blvd., Suite 300, Austin, Texas 78758.
(2) Includes 168,591 shares held by Austin Ventures V Affiliates Fund, L.P.,
3,368,615 shares held by Austin Ventures V, L.P. and 1,406,510 shares
held by Austin Ventures VII, L.P. Also includes warrants to purchase
6,902 shares of preferred stock and dividends thereon held by Austin
Ventures V Affiliates Fund and warrants to purchase 137,250 shares of
preferred stock and dividends thereon held by Austin Ventures V, L.P.,
which warrants are exercisable within 60 days.
(3) Includes 1,839,699 shares and includes warrants to purchase 68,801
shares of preferred stock and dividends thereon exercisable within 60
days.
(4) Includes warrants to purchase, which warrants are 5,159 shares and
dividends thereon, which warrants are exercisable within 60 days. Also
includes shares that are subject to our right of repurchase at the
original purchase price upon termination of Mr. Estes' employment. Our
repurchase right generally expires ratably on a monthly basis over a 42-
month period which began in September 1997.
(5) Includes warrants to purchase 523 shares of preferred stock and
dividends thereon, which warrants are exercisable within 60 days,
130,000 shares held by The Fergerson Trust of 2000, 4,000 shares held by
the Kenneth D. Simone Trust of 2000, 4,000 shares held by the Debra D.
Fergerson Trust of 2000 and 200,123 shares held by Ms. Fergerson's
husband, William Fergerson. Also includes shares that are subject to our
right of repurchase at the original purchase price upon termination of
Ms. or Mr. Fergerson's employment. Our repurchase rights generally
expire ratably on a monthly basis over a 42-month period that began in
September 1997.
(6) Includes 1,231,113 shares held by Voyager Capital Fund I, L.P., 66,845
shares held by Voyager Capital Founders Fund, L.P. and warrants to
purchase 16,429 shares of preferred stock and dividends thereon held by
Voyager Capital Fund I, L.P. and warrants to purchase 891 shares of
preferred stock and dividends thereon held by Voyager Capital Founders
Fund, L.P., which warrants are exercisable within 60 days.
(7) Includes 127,000 shares held by the Cynthia M. Lynch 1999 Exempt Trust,
127,000 shares held by the Robert J. Lynch 1999 Exempt Trust, an option
to purchase 105,600 shares of common stock and a warrant to purchase 54
shares of preferred stock and dividends thereon, which warrant and
option are exercisable within 60 days. Also includes shares that are
subject to our right of repurchase at the original purchase price in the
event of the termination of Mr. Lynch's employment. Our repurchase
rights generally expire ratably over a 42-month period that began in
September 1997.
(8) Includes an option to purchase 27,000 shares of common stock that is
exercisable within 60 days. Mr. Grajeda's shares are subject to our
right of repurchase upon the termination of his employment. Our
repurchase right generally expires over a four-year period, with our
repurchase right expiring with respect to 25% of the shares one year
after the vesting commencement date and the remainder expiring ratably
on a monthly basis over the remaining 36-month period, which vesting
periods began in July 1998 and March 1999.
60
(9) Includes 237,140 shares individually owned by Mr. Treybig, and 21,335
shares held by the Treybig CC Family Trust Limited. Also includes shares
that are subject to our right of repurchase at the original purchase
price upon termination of Mr. Treybig's service as a director. Our
repurchase right generally expires over a four-year period, with our
repurchase right expiring with respect to 50% of the shares 18 months
after the vesting commencement date and the remainder, expiring ratably
over the 30 months thereafter. The vesting period began in September
1997.
(10) Includes 59,161 shares held by Middlefield Ventures, Inc., an affiliate
of Intel, and a warrant to purchase 14,637 shares of preferred stock and
dividends thereon held by Middlefield Ventures, Inc., which warrant is
exercisable within 60 days.
(11) Includes 1,781,424 shares held by New Enterprise Associates VIII, L.P.,
16,479 shares held by NEA Presidents Fund, L.P., 2,059 shares held by
NEA Ventures 1999, L.P. and a warrant to purchase 17,322 shares of
preferred stock and dividends thereon held by New Enterprise Associates
VIII, L.P., which warrant is exercisable within 60 days.
(12) Includes an option to purchase 44,000 shares of common stock. Also
includes shares that are subject to our right to repurchase the shares
upon the termination of Mr. Scutt's employment. Our repurchase right
generally expires over a four-year period, with our repurchase right
expiring with respect to 25% of the shares are year after the vesting
commencement date and the remainder expiring ratably on a monthly basis
over the remaining 36-month period, which vesting period began in
November 1998 and February 2000.
(13) Includes warrants to purchase 680,183 shares, which warrants are
exercisable within 60 days.
(14) Includes 168,591 shares held by Austin Ventures V Affiliates Fund, L.P.,
3,368,615 shares held by Austin Ventures V, L.P., 1,406,510 shares held
by Austin Ventures VII, L.P., warrants to purchase 6,902 shares of
preferred stock and dividends thereon held by Austin Ventures V
Affiliates Fund and warrants to purchase 137,250 shares of preferred
stock and dividends thereon held by Austin Ventures V, L.P., which
warrants are exercisable within 60 days. Mr. Aragona is a general
partner of AV Partners V, L.P, the general partner of Austin Ventures V
Affiliates Fund, L.P. and Austin Ventures V, L.P. and a general partner
of AV Partners VII, L.P., the general partner of Austin Ventures VII,
L.P. Mr. Aragona disclaims beneficial ownership of these shares, except
to the extent of his pecuniary interest in those shares.
(15) Includes 1,839,669 shares and warrants to purchase 68,801 shares of
preferred stock and dividends thereon, which warrants are exercisable
within 60 days, by entities associated with Internet Capital Group of
which Ms. Harrington may be deemed to be the beneficial owner. Ms.
Harrington disclaims beneficial ownership of these shares except to the
extent of her pecuniary interest.
(16) Includes 1,231,113 shares held by Voyager Capital Fund I, L.P., 66,845
shares held by Voyager Capital Founders Fund, L.P., warrants to purchase
16,429 shares of preferred stock and dividends thereon held by Voyager
Capital Fund I, L.P. and warrants to purchase 891 shares of preferred
stock and dividends thereon held by Voyager Capital Founders Fund, L.P.,
which warrants are exercisable within 60 days, of which Mr. McAleer
maybe deemed to be the beneficial owner. Mr. McAleer is a managing
partner of Voyager Capital Management, LLC, the general partner of
Voyager Capital Fund I, L.P. and Voyager Capital Founders Fund, L.P. Mr.
McAleer disclaims beneficial ownership of these shares, except to the
extent of his pecuniary interest.
(17) Includes 1,781,424 shares held by New Enterprise Associates VIII, L.P.,
16,479 shares held by New Enterprise Associates President's Fund, L.P.,
2,059 shares held by New Enterprise Ventures 1999, L.P. and a warrant to
purchase 17,322 shares of preferred stock and dividends thereon held by
New Enterprise Associates VIII, L.P., which warrant is exercisable
within 60 days, of which Mr. Sandell may be deemed to be the beneficial
owner. Mr. Sandell is a general partner of each of New Enterprise
Associates VIII, L.P., New Enterprise Associates President's Fund, L.P.
and New Enterprise Associates Ventures 1999, L.P. Mr. Sandell disclaims
beneficial ownership of these shares except to the extent of his
pecuniary interest.
(18) Includes an option to purchase 42,000 shares of common stock that is
exercisable within 60 days. Mr. Fullerton's shares are subject to our
right of repurchase at the original purchase price upon termination of
his employment. Our repurchase right generally expires over a four-year
period, with our repurchase right expiring with respect to 25% of the
shares one year after the vesting commencement date and the remainder
expiring ratably on a monthly basis over the remaining 36-month period,
which periods began in September 1997 and February 2000.
61
DESCRIPTION OF CAPITAL STOCK
General
Upon the closing of this offering, we will be authorized to issue
100,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of
undesignated preferred stock, $0.001 par value. The following description of
our capital stock does not purport to be complete and is subject to and
qualified in its entirety by our certificate of incorporation and bylaws, which
are included as exhibits to the registration statement of which this prospectus
forms a part, and by the provisions of applicable Delaware law.
Common Stock
As of March 7, 2000, there were 16,176,147 shares of common stock
outstanding that were held of record by approximately 113 stockholders,
assuming the conversion of all outstanding shares of preferred stock and
payment in common stock of all accrued and unpaid dividends the preferred stock
as of December 31, 1999. In addition, as of March 7, 2000, there were 1,271,931
shares of common stock subject to outstanding options. When this offering is
completed, there will be shares of common stock outstanding,
assuming no exercise of the underwriters' over-allotment option or additional
exercise of outstanding options.
The holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to preferences that may
be applicable to any outstanding preferred stock, the holders of common stock
are entitled to receive ratably such dividends, if any, as may be declared from
time to time by the board of directors out of funds legally available for that
purpose. In the event of our liquidation, dissolution or winding up, the
holders of common stock are entitled to share ratably in all assets remaining
after payment of liabilities, subject to prior distribution rights of preferred
stock, if any, then outstanding. The common stock has no preemptive or
conversion rights or other subscription rights. There are no redemption or
sinking fund provisions applicable to the common stock. All outstanding shares
of common stock are fully paid and nonassessable, and the shares of common
stock to be issued upon the closing of this offering will be fully paid and
nonassessable.
Preferred Stock
As of March 7, 2000, we had three series of preferred stock: Series A,
Series B and Series C preferred stock. Each series of preferred stock has the
rights, preferences and privileges described in our current certificate of
incorporation, which is included as an exhibit to the registration statement of
which this prospectus forms a part. As of March 7, 2000, the number of
outstanding shares for each series of our preferred stock was:
. 3,147,830 shares of Series A preferred stock;
. 4,706,196 shares of Series B preferred stock; and
. 4,243,267 shares of Series C preferred stock.
Upon the closing of this offering, all outstanding shares of our preferred
stock and accrued dividends thereon as of December 31, 1999 will be converted
into 12,176,313 shares of common stock. Dividends accrued prior to the
completion of this offering will be converted into shares of common stock.
Thereafter, our board of directors will have the authority, without action by
our stockholders, to designate and issue preferred stock in one or more series
and to designate the rights, preferences and privileges of each series, any or
all of which may be greater than the rights of the common stock. It is not
possible to state the actual effect of the issuance of any shares of preferred
stock upon the rights of holders of the common stock until the board of
directors determines the specific rights of the holders of such preferred
stock. However, the effects might include, among other things, restricting
dividends on the common stock, diluting the voting power of the common stock,
impairing the liquidation rights of the common stock and delaying or preventing
a change in control of our company without further action by the stockholders.
We have no present plans to issue any shares of preferred stock.
62
Warrants
As of March 7, 2000, we had outstanding warrants to purchase (i) 700,483
shares of common stock, (ii) 130,228 shares of Series B preferred stock and
(iii) 155,447 shares of Series C preferred stock. One warrant to purchase
555,183 shares of common stock will expire five trading days after the
completion of this offering, unless earlier exercised. A warrant to purchase
125,000 shares of common stock will expire on March 1, 2004, unless earlier
exercised. The warrants to purchase 130,228 shares of Series B preferred stock
expire upon the completion of this offering, unless earlier exercised. Of the
warrants to purchase shares of Series C preferred stock, warrants to purchase
141,303 shares of Series C preferred stock will expire upon completion of this
offering, unless earlier exercised. The remaining warrant to purchase 14,144
shares of Series C preferred stock will remain outstanding after the completion
of this offering and will become exerciseable to purchase an aggrgegrate of
14,144 shares of common stock. This warrant will expire on February 28, 2004,
unless earlier exercised.
Registration Rights
The holders of the 12,220,999 shares of common stock assuming conversion of
all outstanding preferred stock and payment in common stock of accrued and
unpaid dividends on preferred stock, or the registrable securities, or their
permitted transferees are entitled to have their shares registered by us under
the Securities Act of 1933, as amended, under the terms of an agreement between
us and the holders of these registrable securities. These registration rights
include the following:
. The holders of at least a majority of the then outstanding registrable
securities may require, on two occasions beginning 180 days after the
date of this prospectus, that we register their shares for public resale.
We are obligated to register these shares if the holders of a majority of
such shares request registration and only if such registration covers at
least a majority of the registrable securities.
. The holders of at least 25% of the then outstanding registrable
securities, the holder of a warrant to purchase 555,183 shares of common
stock and one of our customers who has the right to purchase shares of
common stock may require not more than two times in every twelve-month
period that we register their shares for public resale on Form S-3 or
similar short-form registration, provided we are eligible to use Form S-3
or similar short-form registration and provided further that the value of
the securities to be registered is at least $500,000.
. If we register any of our shares of common stock for purposes of
effecting any public offering, the holders of registrable securities, the
holder of a warrant to purchase 555,183 shares of common stock and one of
our customers who has the right to purchase shares of common stock
are entitled to include their shares of common stock in the registration,
subject however to our right to reduce the number of shares proposed to
be registered in view of market conditions.
We will bear all registration expenses in connection with any registration
(other than underwriting discounts and commissions). All registration rights
terminate on the date that is five years following the closing of this
offering, or, with respect to any holder of registrable securities with less
than 1% of the then outstanding shares of capital stock, at the time that such
holder is entitled to sell all of its shares and any three-month period under
rule 144 of the Securities Act.
Private Placement
On March 6, 2000, we entered into a stock purchase agreement with
Cardservice International, one of our CSP customers, to purchase that number of
shares of our common stock equal to the lower of 10% of the number of shares
sold in this offering (excluding the underwriters' over-allotment option) or
the number of shares purchasable for an aggregate of $6 million at the per
share price at which common stock is sold to the public in this offering.
Pursuant to this agreement, Cardservice International will purchase these
shares on the date of the closing of this offering.
63
Delaware Anti-Takeover Law and Certain Charter and Bylaw Provisions
Provisions of Delaware law and our certificate of incorporation and bylaws
could make more difficult our acquisition by means of a tender offer, a proxy
contest or otherwise and the removal of incumbent officers and directors. These
provisions, summarized below, are expected to discourage coercive takeover
practices and inadequate takeover bids and to encourage persons seeking to
acquire control of our company to first negotiate with our board of directors.
We believe that the benefits of increased protection of our ability to
negotiate with the proponent of an unfriendly or unsolicited proposal to
acquire or restructure our company outweigh the disadvantages of discouraging
such proposals because, among other things, negotiation of such proposals could
result in an improvement of their terms.
Delaware Anti-Takeover Law
We are subject to Section 203 of the Delaware General Corporation Law, an
anti-takeover law. In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years following the date the person became
an interested stockholder, unless (with certain exceptions):
. The board of directors approves the transaction in which the stockholder
became an interested stockholder prior to the date the interested
stockholder attained to that status;
. When the stockholder became an interested stockholder, he or she owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding shares owned by persons who are
directors and also officers; or
. On or subsequent to the date the business combination is approved by the
board of directors, the business combination is authorized at an annual
or special meeting of stockholders.
Generally, a "business combination" includes a merger, asset or stock sale,
or other transaction resulting in a financial benefit to the interested
stockholder. Generally, an "interested stockholder" is a person who, together
with affiliates and associates, owns, or within three years prior to the
determination of interested stockholder status, did own, 15% or more of a
corporation's voting stock. The existence of this provision would be expected
to have an anti-takeover effect with respect to transactions not approved in
advance by the board of directors, including discouraging attempts that might
result in a premium over the market price for the shares of common stock held
by stockholders.
Certain Provisions of Our Certificate of Incorporation and Bylaws
Upon the closing of this offering, our certificate of incorporation will
provide for the board of directors to be divided into three classes, as nearly
equal in number as possible, serving staggered terms. Approximately one-third
of the board will be elected each year. See "Management." Our having a
classified board could prevent a party who acquires control of a majority of
the outstanding voting stock from obtaining control of the board of directors
until the second annual stockholders meeting following the date the acquiror
obtains the controlling stock interest. A classified board could also have the
effect of discouraging a potential acquiror from making a tender offer or
otherwise attempting to obtain control of our company and could increase the
likelihood that incumbent directors will retain their positions.
Our certificate of incorporation will provide that directors may be removed
(i) with cause by the affirmative vote of the holders of at least a majority of
the voting power of all of the outstanding shares of voting stock or (ii)
without cause by the affirmative vote of the holders of at least 66 2/3% of the
voting power of all of the then-outstanding shares of the voting stock.
Our bylaws establish an advance notice procedure for stockholder proposals
to be brought before our annual meeting of stockholders, including proposed
nominations of persons for election to the board of directors. Stockholders at
an annual meeting may only consider proposals or nominations specified in the
notice
64
of meeting or brought before the meeting by or at the direction of the board of
directors or by a stockholder who was a stockholder of record on the record
date for the meeting, who is entitled to vote at the meeting and who has given
to our Secretary timely written notice, in proper form, of the stockholder's
intention to bring that business before the meeting. Although the bylaws do not
give the board of directors the power to approve or disapprove stockholder
nominations of candidates or proposals regarding other business to be conducted
at a special or annual meeting of the stockholders, the bylaws may have the
effect of precluding the conduct of certain business at a meeting if the proper
procedures are not followed or may discourage or defer a potential acquiror
from conducting a solicitation of proxies to elect its own slate of directors
or otherwise attempting to obtain control of our company.
Under Delaware law, a special meeting of stockholders may be called by the
board of directors or by any other person authorized to do so in the
certificate of incorporation or the bylaws. Our bylaws authorize a majority of
the board of directors, the chairman of the board or the chief executive
officer to call a special meeting of stockholders. The elimination of the right
of stockholders to call a special meeting means that a stockholder could not
force stockholder consideration of a proposal over the opposition of the board
of directors by calling a special meeting of stockholders prior to such time as
a majority of the board of directors believed such consideration to be
appropriate or until the next annual meeting provided that the requestor met
the notice requirements. The restriction on the ability of stockholders to call
a special meeting means that a proposal to replace the board could be delayed
until the next annual meeting.
Our certificate of incorporation will provide for the elimination of actions
by written consent of stockholders upon the closing of this offering. Under
Delaware law, stockholders may execute an action by written consent in lieu of
a stockholder meeting. Delaware law permits a corporation to eliminate such
actions by written consent. Elimination of written consents of stockholders may
lengthen the amount of time required to take stockholder actions since certain
actions by written consent are not subject to the minimum notice requirement of
a stockholder's meeting. The elimination of stockholders' written consents,
however, deters hostile takeover attempts. Without the availability of
stockholder's actions by written consent, a holder or group of holders
controlling a majority in interest of our capital stock would not be able to
amend our bylaws or remove directors pursuant to a stockholder's written
consent. Any such holder or group of holders would have to obtain the consent
of a majority of the board of directors, the chairman of the board or the chief
executive officer to call a stockholders' meeting and wait until the notice
periods, as determined by the board of directors pursuant to our bylaws, expire
prior to taking any such action.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Equiserve LP,
Boston Equiserve Division. Equiserve LP is located at 150 Royall Street,
Canton, Massachusetts 02021, and its telephone number is (781) 575-2000.
65
SHARES ELIGIBLE FOR FUTURE SALE
Future sales of substantial amounts of our common stock in the public market
following this offering or the possibility of such sales occurring could
adversely affect prevailing market prices for our common stock or could impair
our ability to raise capital through an offering of equity securities.
Upon completion of this offering, we will have outstanding
shares of common stock, based upon shares outstanding as of December 31, 1999,
assuming no exercise of the underwriters' over-allotment option and no exercise
of outstanding options or warrants after December 31, 1999. Of these shares,
sold in this offering will be freely tradable without restriction
under the Securities Act except for any shares purchased by "affiliates" of our
company as that term is defined in Rule 144 under the Securities Act.
Upon completion of this offering, shares of common stock held by
existing stockholders are "Restricted Securities" as that term is defined in
Rule 144 under the Securities Act. We issued and sold the Restricted Securities
in private transactions in reliance upon exemptions from registration under the
Securities Act. Restricted Securities may be sold in the public market only if
they are registered under the Securities Act or if they qualify for an
exemption from registration, such as Rule 144 or 701 under the Securities Act,
which are summarized below.
Our officers, directors, employees and certain stockholders, who
collectively held as of March 7, 2000 an aggregate of Restricted
Securities, and the underwriters entered into lock-up agreements in connection
with this offering. These lock-up agreements provide that, with certain limited
exceptions, our officers, directors, employees, selling stockholders and such
other stockholders have agreed not to offer, sell, contract to sell, grant any
option to purchase or otherwise dispose of any shares of our company for a
period of 180 days after the effective date of this offering. Credit Suisse
First Boston Corporation may, in its sole discretion and at any time without
prior notice, release all or any portion of the shares subject to these lock-up
agreements. We have also entered into an agreement with Credit Suisse First
Boston Corporation that we will not offer, sell or otherwise dispose of our
common stock until 180 days after the effective date of this offering.
Taking into account the lock-up agreements, the number of shares that will
be available for sale in the public market under the provisions of Rules 144,
144(k) and 701 will be as follows:
Number
of
Date of Availability for Sale Shares
----------------------------- ------
At various times between December 31, 1999 and the date 180 days
after the effective date of this offering.......................
At various times thereafter upon the expiration of applicable
holding periods.................................................
Following the expiration of the lock-up period, certain shares issued upon
exercise of options granted by us prior to the completion of this offering will
also be available for sale in the public market pursuant to Rule 701 under the
Securities Act.
Rule 701 permits resales of shares in reliance upon Rule 144 but without
compliance with certain restrictions, including the holding period requirement,
of Rule 144. In general, under Rule 144 as currently in effect, a person (or
persons whose shares are aggregated) who has beneficially owned Restricted
Shares for at least one year (including the holding period of any prior owner
except an affiliate) would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of:
. one percent of the number of shares of common stock then outstanding
(approximately shares immediately after this offering) or
. the average weekly trading volume of the common stock during the four
calendar weeks preceding the filing of a Form 144 with respect to such
sale.
66
Sales under Rule 144 are also subject to certain manner of sale provisions
and notice requirements and to the availability of current public information
about our company. Under Rule 144(k), a person who is not deemed to have been
an affiliate of our company at any time during the three months preceding a
sale, and who has beneficially owned the shares proposed to be sold for at
least two years (including the holding period of any prior owner except an
affiliate), is entitled to sell such shares without complying with the manner
of sale, public information, volume limitation or notice provisions of Rule
144.
We intend to file a registration statement on Form S-8 under the Securities
Act covering shares of common stock reserved for issuance under the stock plans
and subject to outstanding options under the 1997 Stock Plan. See "Management--
Stock Plans." Such registration statement is expected to be filed and become
effective as soon as practicable after the effective date of this offering.
Shares of common stock issued upon exercise of options under the Form S-8 will
be available for sale in the public market, subject to Rule 144 volume
limitations applicable to affiliates and subject to the contractual
restrictions described above. At March 7, 2000, options to purchase 1,271,931
shares of common stock were outstanding, all of which options were then
exercisable. Beginning 180 days after the effective date of this offering,
approximately shares issuable upon the exercise of vested stock
options will become eligible for sale in the public market, if such options are
exercised.
Following this offering, the holders of an aggregate of approximately
shares of outstanding common stock and common stock issuable upon conversion of
outstanding warrants will have the right to require us to register their shares
for sale upon meeting certain requirements. See "Description of Capital Stock--
Registration Rights."
67
UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated 2000, we have agreed to sell to the underwriters named
below, for whom Credit Suisse First Boston Corporation, Chase Securities Inc.
and SG Cowen Securities Corporation are acting as representatives, the
following respective numbers of shares of common stock:
Number
of
Underwriter Shares
----------- ------
Credit Suisse First Boston Corporation................................
Chase Securities Inc..................................................
SG Cowen Securities Corporation.......................................
----
Total...............................................................
====
The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in the offering if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that if an underwriter defaults, the
purchase commitments of non-defaulting underwriters may be increased or the
offering of common stock may be terminated.
We have granted to the underwriters a 30-day option to purchase on a pro
rata basis up to additional shares from us at the initial public
offering price less the underwriting discounts and commissions. The option may
be exercised only to cover any over-allotments of common stock.
The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a concession of $ per share. The
underwriters and selling group members may allow a discount of $ per share
on sales to other brokers/dealers. After the initial public offering, the
public offering price and concession and discount to broker/dealers may be
changed by the representatives.
The following table summarizes the compensation and estimated expenses we
will pay.
Per Share Total
----------------------------- -----------------------------
Without With Without With
Over-allotment Over-allotment Over-allotment Over-allotment
-------------- -------------- -------------- --------------
Underwriting Discounts
and
Commissions paid by us.. $ $ $ $
Expenses payable by us.. $ $ $ $
In addition, Credit Suisse First Boston Corporation will receive an
aggregate fee from us equal to 3% of gross proceeds from the common stock sold
to Cardservice International in a private placement which is scheduled to close
on the date of the closing of this offering.
The underwriters have informed us that they do not expect discretionary
sales to exceed 5% of the shares of common stock being offered.
We have agreed that we will not offer, sell, contract to sell, announce an
intention to sell, pledge or directly or indirectly dispose of, or file with
the Commission a registration statement under the Securities Act relating to,
any additional shares of common stock or securities convertible into or
exchangeable or exercisable for any shares of common stock or publicly disclose
the intention to make any such offer, sale, pledge, disposition or filing,
without the prior written consent of Credit Suisse First Boston Corporation for
a period of 180 days after the date of this prospectus. These restrictions do
not prohibit us from issuing employee stock options and common stock issuable
upon exercise of employee stock options outstanding on the date of this
prospectus, or filing a registration statement on Form S-8 covering all shares
of common stock reserved for issuance under our compensation plans.
Our officers, directors and substantially all of our stockholders have
agreed that they will not offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, any shares of our common stock or
68
securities convertible into or exchangeable or exercisable for any shares of
our common stock, enter into a transaction which would have the same effect, or
enter into any swap, hedge or other arrangement that transfers, in whole or in
part, any of the economic consequences of ownership of our common stock,
whether any such aforementioned transaction is to be settled by delivery of our
common stock or such other securities, in cash or otherwise, or publicly
disclose the intention to make any such offer, sale, pledge or disposition, or
to enter into any such transaction, swap, hedge or other arrangement, without,
in each case, the prior written consent of Credit Suisse First Boston
Corporation for a period of 180 days after the date of this prospectus.
The underwriters have reserved for sale, at the initial public offering
price, up to shares of the common stock for our customers, business
partners and other parties, including friends and family of key employees of
our company. The number of shares available for sale to the general public in
the offering will be reduced to the extent these persons purchase directed
shares. Any directed shares not so purchased will be offered by the
underwriters to the general public on the same terms as the other shares.
We have agreed to indemnify the underwriters against liabilities under the
Securities Act or contribute to payments which the underwriters may be required
to make in that respect.
We have applied to have our common stock approved for listing on The Nasdaq
National Market under the symbol "CLCM."
Prior to this offering, there has been no public market for our common
stock. The initial public offering price will be determined by negotiation
between us and the underwriters. The principal factors to be considered in
determining the public offering price include:
. The information included in this prospectus and otherwise available to
the underwriters;
. The history and the prospects for the industry in which we will compete;
. The ability of our management;
. The prospects for our future earnings;
. The present state of our development and our current financial condition;
. The general condition of the securities markets at the time of this
offering; and
. The recent market prices of, and the demand for, publicly traded common
stock of generally comparable companies.
The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids under Regulation M under the
Securities Exchange Act of 1934.
. Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.
. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified number.
. Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed to cover
syndicate short positions.
. Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the common stock originally sold by the
syndicate member is purchased in a syndicate covering transaction to
cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the common stock to be higher than it would be in
the absence of these transactions. These transactions may be effected on The
Nasdaq National Market or otherwise, and, if commenced, may be discontinued at
any time.
69
NOTICE TO CANADIAN RESIDENTS
Resale Restrictions
The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of common stock are effected. Accordingly, any resale of the common
stock in Canada must be made in accordance with applicable securities laws
which will vary depending on the relevant jurisdiction, and which may require
resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the common stock.
Representations of Purchasers
Each purchaser of common stock in Canada who receives a purchase
confirmation will be deemed to represent to us and the dealer from whom such
purchase confirmation is received that: (i) such purchaser is entitled under
applicable provincial securities laws to purchase such common stock without the
benefit of a prospectus qualified under such securities laws; (ii) where
required by law, that such purchaser is purchasing as principal and not as
agent; and (iii) such purchaser has reviewed the text above under "Resale
Restrictions."
Rights of Action (Ontario Purchasers)
The securities being offered are those of a foreign issuer, and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.
Enforcement of Legal Rights
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be
possible for Canadian purchasers to effect service of process within Canada
upon the issuer or such persons. All or a substantial portion of the assets of
the issuer and such persons may be located outside of Canada and, as a result,
it may not be possible to satisfy a judgment against the issuer or such persons
in Canada or to enforce a judgment obtained in Canadian courts against such
issuer or persons outside of Canada.
Notice to British Columbia Residents
A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one such report
must be filed in respect of common stock acquired on the same date and under
the same prospectus exemption.
Taxation and Eligibility for Investment
Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and with respect to the eligibility of
the common stock for investment by the purchaser under relevant Canadian
legislation.
70
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for our
company by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Austin,
Texas. Certain legal matters will be passed upon for the underwriters by Gray
Cary Ware & Freidenrich LLP, Austin, Texas. Upon the completion of this
offering, WS Investments, an investment partnership composed of some current
and former members of and persons associated with Wilson Sonsini Goodrich &
Rosati, Professional Corporation, as well as certain individual attorneys of
this firm, will beneficially own 3,536 shares of our common stock.
EXPERTS
The consolidated financial statements as of December 31, 1998 and 1999 and
for each of the three years in the period ended December 31, 1999 included in
this prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a Registration
Statement (which term shall include any amendments thereto) on Form S-1 under
the Securities Act with respect to the common stock offered hereby. This
prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, some
items of which are contained in exhibits to the Registration Statement, as
permitted by the rules and regulations of the Commission. For further
information with respect to our company and the common stock offered hereby,
reference is made to the Registration Statement, including the exhibits
thereto, and the financial statements and notes filed as a part thereof.
Statements made in this prospectus concerning the contents of any document
referred to herein are not necessarily complete. With respect to each document
filed with the Commission as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved. The Registration Statement, including exhibits thereto and the
financial statements and notes filed as a part thereof, as well as reports and
other information filed with the Commission, may be inspected without charge at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at Seven World Trade Center, 13th Floor, New York, NY 10048,
and the Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of all or any part thereof may be obtained from
the Commission upon payment of fees prescribed by the Commission. These reports
and other information may also be inspected without charge at a Web site
maintained by the Commission. The address of the site is http://www.sec.gov.
Prior to this offering, we have not been required to file reports under the
Securities Exchange Act of 1934. Following consummation of the offering, we
will be required to file reports and other information with the Commission
under the exchange act. You are invited to read and copy any reports,
statements or other information that we file with the Commission.
We intend to provide to our stockholders proxy statements and annual reports
prepared in accordance with applicable law. Our annual reports will contain
audited consolidated financial statements following the end of each fiscal
year, and we will make available quarterly reports containing unaudited summary
consolidated financial information for each of the first three fiscal quarters
of each fiscal year.
71
CLEARCOMMERCE CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Accountants........................................... F-2
Consolidated Balance Sheets................................................. F-3
Consolidated Statements of Operations....................................... F-4
Consolidated Statements of Changes in Common Stockholders' Deficit.......... F-5
Consolidated Statements of Cash Flows....................................... F-6
Notes to Consolidated Financial Statements.................................. F-7
F-1
Report of Independent Accountants
To the Board of Directors and Stockholders
of ClearCommerce Corporation
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, changes in common stockholders' deficit
and cash flows present fairly, in all material respects, the financial position
of ClearCommerce Corporation and its subsidiary (the "Company") at December 31,
1998 and 1999 and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
PRICEWATERHOUSECOOPERS LLP
Austin, Texas
February 25, 2000, except as to Note 15 which is as of March 6, 2000
F-2
CLEARCOMMERCE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
Pro Forma
Balance
December 31, Sheet at
--------------- December
1998 1999 31, 1999
------ ------- -----------
(unaudited)
Assets
Cash and equivalents............................. $ 71 $16,915 $26,106
Accounts receivable, net of allowance of $21 and
$212, respectively.............................. 539 2,152 2,152
Contracts receivable............................. 764 2,358 2,358
Prepaid expenses and other current assets........ 179 255 255
------ ------- -------
Total current assets............................ 1,553 21,680 30,871
Property and equipment, net...................... 597 1,998 1,998
------ ------- -------
Total assets.................................... $2,150 $23,678 $32,869
====== ======= =======
Liabilities, mandatorily redeemable convertible
preferred stock and common stockholders' (deficit)
equity
Accounts payable................................. $ 691 $ 1,001 $ 1,001
Accrued expenses................................. 372 601 601
Accrued compensation............................. 490 1,319 1,319
Deferred revenues................................ 1,443 4,191 4,191
Related party loan............................... 1,216 -- --
Current portion of debt.......................... 2,113 1,789 1,789
Current portion of capital lease obligations..... 19 47 47
------ ------- -------
Total current liabilities....................... 6,344 8,948 8,948
Long-term deferred revenue, net of current
portion......................................... 441 470 470
Long-term debt, net of current portion........... 387 435 435
Capital lease obligations, net of current
portion......................................... 12 78 78
------ ------- -------
Total liabilities............................... 7,184 9,931 9,931
------ ------- -------
Mandatorily redeemable convertible preferred
stock (Note 10)................................. 3,615 66,066 --
------ ------- -------
Commitments and contingencies
Common stock, $.001 par value; 8,000,000 and
20,000,000 shares authorized, respectively;
100,000,000 shares authorized pro forma;
2,787,120 and 3,919,655 shares issued and
outstanding, respectively; 16,095,968 issued and
outstanding pro forma........................... 3 4 16
Additional paid-in capital....................... -- -- 88,153
Deferred compensation............................ -- (2,097) (2,097)
Accumulated other comprehensive loss............. -- (13) (13)
Accumulated deficit.............................. (8,652) (50,213) (63,121)
------ ------- -------
Total common stockholders' (deficit) equity..... (8,649) (52,319) 22,938
------ ------- -------
Total liabilities, mandatorily redeemable
convertible preferred stock and common
stockholders' (deficit) equity................. $2,150 $23,678 $32,869
====== ======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
CLEARCOMMERCE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
For the Year Ended
December 31,
--------------------------------
1997 1998 1999
--------- --------- ----------
Revenues:
Software licenses........................... $ 147 $ 582 $ 3,294
Services.................................... 249 481 1,988
--------- --------- ----------
Total revenues............................. 396 1,063 5,282
--------- --------- ----------
Cost of revenues:
Software licenses .......................... 89 135 130
Services.................................... 80 292 1,869
--------- --------- ----------
Total cost of revenues..................... 169 427 1,999
--------- --------- ----------
Gross margin................................ 227 636 3,283
Operating expenses:
Sales and marketing......................... 484 3,336 7,593
Research and development.................... 463 2,661 6,514
General and administrative.................. 470 1,761 3,314
--------- --------- ----------
Total operating expenses................... 1,417 7,758 17,421
--------- --------- ----------
Loss from operations....................... (1,190) (7,122) (14,138)
--------- --------- ----------
Interest income (expense):
Interest expense ........................... (1) (132) (531)
Interest income............................. 44 39 42
--------- --------- ----------
Net loss................................... (1,147) (7,215) (14,627)
Dividends on mandatorily redeemable
convertible preferred stock................ -- (270) (1,074)
Beneficial conversion feature related to
Series C preferred stock (Note 10)......... -- -- (29,227)
--------- --------- ----------
Net loss attributable to common stock...... $ (1,147) $ (7,485) $ (44,928)
========= ========= ==========
Net loss per share:
Basic and diluted........................... $ (0.89) $ (6.51) $ (23.78)
========= ========= ==========
Basic and diluted weighted average shares... 1,283,347 1,149,145 1,889,101
========= ========= ==========
Pro forma net loss per share (unaudited):
Basic and diluted........................... $ (1.04)
==========
Weighted average shares..................... 14,065,414
==========
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
CLEARCOMMERCE CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' DEFICIT
(in thousands, except share amounts)
Accumulated
Additional Other Total Common
Common Stock Paid-in Deferred Comprehensive Accumulated Stockholders'
Shares Dollars Capital Compensation Loss Deficit Deficit
--------- ------- ---------- ------------ ------------- ----------- -------------
Balance at December 31,
1996................... 1,299,500 $-- $ -- $ -- $ -- $ (104) $ (104)
Issuance of common
stock.................. 1,291,130 3 -- -- -- -- 3
Net loss................ -- -- -- -- -- (1,147) (1,147)
--------- --- ------ ------- ---- -------- --------
Balance at December 31,
1997................... 2,590,630 3 -- -- -- (1,251) (1,248)
Issuance of common stock
under employee plans... 196,490 -- 21 -- -- -- 21
Issuance of warrants in
conjunction with bridge
loan................... -- -- 63 -- -- -- 63
Accrued dividends on
preferred stock........ -- -- (84) -- -- (186) (270)
Net loss................ -- -- -- -- -- (7,215) (7,215)
--------- --- ------ ------- ---- -------- --------
Balance at December 31,
1998................... 2,787,120 3 -- -- -- (8,652) (8,649)
Issuance of common stock
under employee plans... 1,132,535 1 283 -- -- -- 284
Deferred compensation... -- -- 2,842 (2,842) -- -- --
Amortization of deferred
compensation........... -- -- -- 745 -- -- 745
Issuance of warrants in
conjunction with bridge
loan................... -- -- 242 -- -- -- 242
Accrued dividends on
preferred stock........ -- -- (1,074) -- -- -- (1,074)
Beneficial conversion
feature related to
Series C
preferred stock (Note
10).................... -- -- (2,293) -- -- (26,934) (29,227)
Unrealized translation
gain/(loss)............ -- -- -- -- (13) -- (13)
Net loss................ -- -- -- -- -- (14,627) (14,627)
--------- --- ------ ------- ---- -------- --------
Balance at December 31,
1999................... 3,919,655 $ 4 $ -- $(2,097) $(13) $(50,213) $(52,319)
========= === ====== ======= ==== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
CLEARCOMMERCE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share amounts)
For the year ended
December 31,
--------------------------
1997 1998 1999
------- ------- --------
Cash flows from operating activities:
Net loss.......................................... (1,147) (7,215) (14,627)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization.................... 19 118 1,193
Non-cash interest expense........................ -- 63 242
Net changes in assets and liabilities:
Change in deferred revenue...................... 114 1,759 2,777
Change in accounts receivable, net.............. (42) (473) (1,613)
Change in contracts receivable.................. (75) (689) (1,594)
Change in prepaid expenses and other assets..... (33) (136) (76)
Change in accounts payable and accrued
expenses....................................... 287 1,246 1,368
------- ------- --------
Net cash used in operating activities........... (877) (5,327) (12,330)
------- ------- --------
Cash flows from investing activities:
Purchases of property and equipment............... (129) (556) (1,682)
------- ------- --------
Cash flows from financing activities:
Payments on capital lease obligations............. (4) (14) (73)
Proceeds from issuance of common stock, net....... 3 21 284
Proceeds from issuance of preferred stock, net.... 2,976 -- 26,938
Payments on debt.................................. (80) -- (1,655)
Proceeds from debt................................ 321 3,717 5,375
------- ------- --------
Net cash provided by financing activities....... 3,216 3,724 30,869
------- ------- --------
Effect of exchange rate changes on cash........... -- -- (13)
------- ------- --------
Increase (decrease) in cash and equivalents....... 2,210 (2,159) 16,844
Cash and equivalents at beginning of year......... 20 2,230 71
------- ------- --------
Cash and equivalents at end of year............... $ 2,230 $ 71 $ 16,915
======= ======= ========
Supplemental information:
Interest paid..................................... $ -- $ -- $ --
======= ======= ========
Taxes paid........................................ -- 11 20
======= ======= ========
Assets acquired under capital lease............... 24 25 167
======= ======= ========
Accrued dividends................................. -- 270 1,074
======= ======= ========
Beneficial conversion feature..................... -- -- 29,227
======= ======= ========
Conversion of founders' loans into Series A
preferred stock.................................. 119 -- --
======= ======= ========
Conversion of notes payable into Series A
preferred stock.................................. 250 -- --
======= ======= ========
Conversion of notes payable into Series B
preferred stock.................................. -- -- 1,206
======= ======= ========
Conversion of notes payable into Series C
preferred stock.................................. -- -- 4,006
======= ======= ========
Deferred compensation............................. -- -- 2,842
======= ======= ========
Warrants issued in conjunction with bridge loan... $ -- $ 63 $ 242
======= ======= ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
1. Organization and Business Operations
ClearCommerce Corporation (formerly Outreach Communications)
("ClearCommerce" or the "Company") was incorporated on September 21, 1995. The
Company provides solutions in e-Commerce transaction processing, fraud tracking
and reporting. The Company's products provide online customer credit card
authorizations, online order and payment processing, automated tax and shipping
calculations, online order tracking and integration into legacy systems. The
Company's principal offices are located in Austin, Texas and the United
Kingdom. The Company is organized and operates as one business segment.
Effective September 15, 1997, the Board of Directors authorized a 1,299.5
for 1 stock split of the Company's common stock. The effect of the stock split
has been reflected in these consolidated financial statements for all periods
presented. In accordance with the Company's amended and restated articles of
incorporation as of September 15, 1997, the Company changed the par value of
its common stock from no par to $.001.
2. Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Basis of Presentation
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles and include the accounts of the
Company's wholly owned subsidiary. All significant intercompany transactions
and balances have been eliminated in consolidation.
Revenues
The Company derives revenues from licenses of its software and related
services, which include assistance in implementation, customization and
integration, customer support, training and consulting.
License fees are recognized when there is persuasive evidence of an
arrangement for a fixed and determinable fee that is probable of collection and
when delivery has occurred. For arrangements with multiple elements, the
Company recognizes revenue for the delivered elements based upon the residual
method as prescribed by Statement of Position No. 98-9, "Modification of SoP
No. 97-2 with Respect to Certain Transactions."
Revenues from reseller arrangements are recognized when reported by the
reseller upon licensing the Company's software to end users if there are no
specified undelivered elements. For contracts with specified undelivered
elements for which there is no vendor specific objective evidence for the
specified undelivered element, revenue is deferred until the earlier of when
the specified undelivered element is delivered or vendor specific objective
evidence becomes available.
F-7
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
Annual merchant fees are generated from annual software licenses that enable
merchants to connect to commerce service providers. Annual merchant fees from
end users are recognized on a subscription basis over the service period.
Prepaid annual merchant fees from resellers are recognized over the contract
period.
Other services revenues from consulting and training services are recognized
as such services are performed. Services revenues from post-contract customer
support are recognized ratably over the support period, generally one year.
The Company derives revenue from contracts that provide for consulting
services at a fixed hourly rate. In connection with such arrangements, the
Company recognizes the fair value of the implementation services as such
services are performed.
Unaudited Pro Forma Information
In February 2000, the board of directors authorized management of the
Company to file a registration statement with the Securities and Exchange
Commission permitting the Company to sell shares of its common stock to the
public. If the initial public offering is closed under the terms presently
anticipated, all of the mandatorily redeemable convertible preferred stock
outstanding and accrued dividends will automatically convert into 12,176,313
shares of common stock which includes 1,299,943 shares of Series C mandatorily
redeemable convertible preferred stock issued by the Company subsequent to
December 31, 1999 (Note 15). Accrued dividends are payable in common stock
based on fair market value. The unaudited pro forma balance sheet is adjusted
for the assumed issuance of 1,299,943 shares of Series C preferred stock,
payment of dividends in the form of common stock and the conversion of the
mandatorily redeemable convertible preferred stock, as if such transactions had
occured as of December 31, 1999.
Deferred Revenues
To the extent the Company has billed customers or resellers for the
obligation to deliver licenses or perform future services, such obligations are
recorded as deferred revenue until delivery of the license or such services
have been performed. Additionally, as discussed above, post-contract customer
support revenue is deferred and recognized over the term of the agreement.
Cost of Software Licenses and Services
Cost of software licenses includes royalties as well as the costs of product
packaging, documentation and production. Cost of services consist primarily of
costs incurred in providing software support, maintenance and professional
consulting services.
Research and Development
Research and development costs are incurred for the development of new
products or bringing about significant improvements to existing products.
Statement of Financial Accounting Standards No. 86, "Accounting for the Costs
of Computer Software to be Sold, Leased or Otherwise Marketed", requires the
capitalization of certain software development costs once technological
feasibility is established. The capitalized cost is then amortized on a
straight-line basis over the estimated product life, or based on the ratio of
current revenues to total projected product revenues, whichever is greater.
Technological feasibility does not occur for the Company's products until all
testing has been performed and the products are substantially ready for release
to the customer; therefore, to date, the Company has not capitalized any
software development costs.
F-8
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
Cash and Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less at the date of purchase to be cash equivalents.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation.
Depreciation is computed on a straight-line basis over the estimated useful
lives of the assets, generally three to seven years, or the shorter of the
useful lives or lease term for assets acquired under capital leases. Leasehold
improvements are amortized over the shorter of the remaining term of the lease
or the life of the asset.
Mandatorily Redeemable Convertible Preferred Stock
Mandatorily redeemable convertible preferred stock is presented net of
issuance costs (Note 10).
Income Taxes
The Company uses the liability method of accounting for income taxes as set
forth in Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes". Under this method, deferred tax liabilities and assets are
recognized for the expected future tax consequences of temporary differences
between the carrying amounts and the tax bases of assets and liabilities.
Prior to September 15, 1997, the Company was an S-Corporation for federal
income tax purposes. Effective September 15, 1997, the Company converted from
an S-Corporation to a C-Corporation for income tax purposes.
Advertising
The Company expenses advertising costs as incurred. During the years ended
December 31, 1997, 1998 and 1999, the Company expended $62, $53 and $490
respectively, related to advertising costs.
Concentration of Credit Risk
The Company sells its products to various companies across several
industries and geographies. The Company performs ongoing credit evaluations of
its customers and maintains allowances for potential credit losses.
Foreign Currency
The Company has determined that the functional currency of its foreign
subsidiary is the local currency. The financial statements of the foreign
subsidiary are translated into dollars in accordance with Statement of
Financial Accounting Standards No. 52, "Foreign Currency Translation."
Translation gains and losses are accumulated and reported as accumulated other
comprehensive income or loss in the consolidated statement of changes in common
stockholders' deficit.
Fair Value of Financial Instruments
The carrying amounts of the Company's financial instruments, including cash
and equivalents, short-term trade receivables, contracts receivable, trade
payables and long-term obligations, approximate fair value.
F-9
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
Stock-based Compensation Plans
The Company has adopted the disclosure only provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"). As allowed by SFAS No. 123, the Company
continues to apply the provisions of Accounting Principles Board Opinion No. 25
"Accounting for Stock issued to Employees" ("APB No. 25") and related
interpretations in accounting for its plan. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the determined fair value
of the Company's stock at the date of the grant over the amount an employee
must pay to acquire the stock.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts (collectively
referred to as derivatives), and for hedging activities. SFAS No. 133 is
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000, with earlier application encouraged. The Company does not currently use
derivative instruments and, therefore, does not expect that the adoption of
SFAS No. 133 will have an impact on its financial position or results of
operations.
3. Net Loss Per Share
The Company adopted the provisions of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" ("SFAS No. 128") effective January 1,
1998. SFAS No. 128 requires the presentation of basic and diluted earnings per
share. Basic earnings per share is computed by dividing income or loss
available to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share is computed by
giving effect to all dilutive potential common shares that were outstanding
during the period. The Company has excluded all mandatorily redeemable
convertible preferred stock and outstanding stock options and warrants from the
calculation of diluted net loss per share because all such securities are
antidilutive for all periods presented. The total number of common stock
equivalents excluded from the calculations of diluted net loss per common share
were 5,584,147, 5,750,228 and 13,483,763 for the years ended December 31, 1997,
1998 and 1999, respectively.
Pro forma net loss per share, as presented in the statements of operations,
has been computed as described above and also gives effect, under Securities
and Exchange Commission guidance, to the conversion of the mandatorily
redeemable convertible preferred stock and payment of dividends in the form of
common stock (using the as-if-converted method).
The numerator in the pro forma net loss per share calculation is equivalent
to the net loss for each period presented. The denominator in the pro forma net
loss per share calculation is comprised of the following:
Year Ended
December 31, 1999
-----------------
Weighted average number of common shares outstanding..... 1,889,101
Effect of convertible securities:
Mandatorily redeemable convertible preferred stock and
accrued dividends....................................... 12,176,313
----------
Shares used in pro forma calculation..................... 14,065,414
==========
F-10
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
4. Property and Equipment
Property and equipment is comprised of the following:
December 31,
-------------
1998 1999
----- ------
Computer equipment............................................ $ 619 $1,555
Software...................................................... -- 332
Leasehold improvements........................................ -- 186
Furniture and fixtures........................................ 115 510
----- ------
734 2,583
Less--accumulated depreciation................................ (137) (585)
----- ------
$ 597 $1,998
===== ======
For the years ended December 31, 1997, 1998 and 1999, depreciation expense
was $19, $118 and $448 respectively. At December 31, 1998 and 1999, property
and equipment includes $49 and $216, respectively, of assets acquired under
capital lease. Accumulated depreciation for assets under capital lease was $11
and $27 at December 31, 1998 and 1999, respectively, and related depreciation
expense was $2, $9 and $16 for the years ended December 31, 1997, 1998 and
1999, respectively.
5. Debt
In 1998, a bank granted the Company a line of credit for general purposes
and equipment purchases. The aggregate amounts borrowed under the facility were
not to exceed $1,000. Under this agreement, the Company borrowed in aggregate
$1,000 and $232 as of December 31, 1998 and 1999, respectively, at the bank's
prime rate (7.75% and 8.5% at December 31, 1998 and 1999, respectively).
Of the $1,000 outstanding at December 31, 1998, $613 was related to general
purposes and $387 was borrowed for equipment purchases. As discussed below, the
portion related to general purposes was subsequently transferred to a new line
of credit facility. The amounts borrowed for equipment were $387 and $232 as of
December 31, 1998 and 1999, respectively, and will mature on June 23, 2001.
In 1999 the Company was given an additional line of credit facility with a
bank which consists of two elements: (1) a working capital revolving line of
credit not to exceed $3,323; and (2) an equipment line not to exceed $1,000.
Under the $3,323 working capital revolving line of credit, the Company
borrowed $1,789 at December 31, 1999 at the bank's prime rate plus 0.25% (8.75%
at December 31, 1999). This revolving line of credit loan under the facility
will mature on July 18, 2000. During 1999, the Company transferred $613 from
the equipment and general purposes line mentioned above to this revolving line.
Amounts available under the working capital line of credit are a function of
eligible accounts receivable. As of December 31, 1999, $2,100 was available for
borrowing.
Under the $1,000 equipment line, the Company borrowed $203 at December 31,
1999 at the bank's prime plus 0.25% (8.75% at December 31, 1999). This
equipment loan under the facility will mature on May 31, 2002. In conjunction
with this loan, the Company issued the bank a warrant to purchase 5,000 shares
of the Company's Series B preferred stock at a price of $3.69 per share that
expires on July 19, 2004 (Note 9).
Additionally, the Company borrowed $1,500 as of December 31, 1998 at the
bank's prime rate plus 1% (8.75% at December 31, 1998) which matured on
December 11, 1998. The bank agreed to extend the loan until the Company
obtained its funding of the Company's Series B preferred stock, which occurred
in January 1999 (Note 10). The Company repaid the $1,500 in January 1999.
F-11
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
All loans are collateralized by a blanket security interest in all assets of
the Company and the Company must meet certain liquidity requirements on a
monthly basis. The loan agreement includes a restriction on the payment of
dividends. Additionally, the Company's agreement with the bank includes a
provision to pay $100 upon a change of control.
6. Related Party Transactions
In December 1998, the Company established a $1,250 bridge loan facility with
the Series A preferred stockholders. In conjunction with the bridge loan, the
Company issued warrants to purchase 125,228 shares of Series B preferred stock
at $2.46 per share (Note 9). These warrants expire in December 2003 and include
warrants issued to employees to purchase a total of 2,696 shares of Series B
preferred stock. Related party interest totaled less than $1 for the year ended
December 31, 1998. The bridge loan was converted into Series B preferred stock
at $2.46 per share in January 1999.
In September 1999, the Company's preferred stockholders established a
revolving loan facility in a maximum amount of $4,000 bearing interest at 15%
annually. In November 1999, this loan was renegotiated. The facility was
increased to $7,000 and the interest rate was changed to 9.5% per annum. In
addition, warrants to purchase 141,303 shares of Series C preferred stock were
issued (Note 9). These warrants expire November 2004 and include warrants
issued to employees to purchase a total of 3,153 shares of Series C preferred
stock. Related party interest totaled less than $1 for the year ended December
31, 1999. Consistent with the terms of the loan, the loan automatically
converted into shares of the Company's Series C preferred stock at the closing
of the Company's Series C financing on December 31, 1999 at a rate of $7.07 per
share.
7. Income Taxes
The income tax benefit is composed of the following:
Pro-forma For the
For the Year Year Ended
Ended December 31,
December 31, ----------------
1997 1998 1999
------------ ------- -------
Current....................................... $ -- $ -- $ --
Deferred
Federal...................................... (385) (2,393) (4,395)
State........................................ (48) (323) (574)
Foreign...................................... -- -- (299)
Change in valuation allowance................. 433 2,716 5,268
----- ------- -------
$ -- $ -- $ --
===== ======= =======
The difference between the tax benefit derived by applying the Federal
statutory income tax rate to net losses and the benefit recognized in the
financial statements is as follows:
Pro-forma For the
For the Year Year Ended
Ended December 31,
December 31, ----------------
1997 1998 1999
------------ ------- -------
Benefit derived by applying the federal
statutory income rate to net losses before
income taxes............................... $(390) $(2,453) $(5,022)
State tax provision......................... (34) (213) (379)
Foreign tax rate differentials.............. -- -- 41
Permanent differences and other............. 5 12 343
Research and development credit............. (14) (62) (251)
Change in valuation allowance............... 433 2,716 5,268
----- ------- -------
$ -- $ -- $ --
===== ======= =======
F-12
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
The components of deferred taxes are as follows:
December 31,
----------------
1998 1999
------- -------
Current deferred tax assets (liabilities):
Deferred revenue.......................................... $ 269 $ 593
Allowance for doubtful accounts........................... 2 82
Accrued compensation...................................... 51 674
Other assets.............................................. 1 1
------- -------
Gross deferred tax assets................................ 323 1,350
------- -------
Long-term deferred tax assets (liabilities):
Net operating losses...................................... 2,771 6,492
Foreign net operation loss................................ -- 299
Research and development and other credits................ 76 328
Basis of property and equipment........................... (21) (52)
------- -------
Gross deferred tax assets................................ 2,826 7,067
------- -------
Valuation allowance....................................... (3,149) (8,417)
------- -------
Net deferred tax asset................................... $ -- $ --
======= =======
Due to the uncertainty surrounding the realization of the benefits of its
deferred tax assets in future tax returns, the Company has recorded a full
valuation allowance against its otherwise recognizable net deferred tax asset.
In 1999, the Company experienced a substantial change in ownership as
defined by the Internal Revenue Code. This change resulted in an annual
limitation for the usage of the net operating loss carryforwards generated
prior to the change in ownership of $2,237. At December 31, 1999, the Company
had total domestic net operating loss carryforwards of $16,751 and research and
development credit carryforwards of $328.
8. Commitments and Contingencies
The Company is obligated under operating lease agreements covering the
corporate facilities and certain equipment. Rental expense under these leases
was $37, $242 and $278 for the years ended December 31, 1997, 1998 and 1999,
respectively. Future minimum lease payments have been included in the table
below:
Capital Operating
For the Year Ending December 31: Leases Leases
-------------------------------- ---------- ---------
2000.................................................... $ 57 $355
2001.................................................... 57 286
2002.................................................... 27 51
---- ----
Total payments.......................................... $141 $692
====
Less amounts representing interest...................... 16
----
Capital lease obligations............................... $125
====
The Company has a fair market value purchase option available at the
termination of three of its capital leases. In addition, two of the Company's
capital leases have automatic renewal terms, which are cancelable by the
Company within sixty days.
F-13
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
The Company has entered into employment agreements with certain officers of
the Company. Some employment agreements provide for severance in the event the
individual is terminated without cause.
From time to time, the Company may be involved in litigation relating to
claims arising out of its ordinary course of business. Management believes that
there are no claims or actions pending or threatened against the Company, the
ultimate disposition of which would have a material impact on the Company's
financial position, results of operations or cash flows.
9. Warrants
On February 1, 1997, the Company issued a warrant to purchase 20,300 shares
of common stock at an exercise price of $.01 per share to an advisor of the
Company. The warrants may be exercised at any time on or before February 1,
2007. These warrants were valued using the Black-Scholes valuation model at
less than $1.
In conjunction with a bridge loan, the Company issued warrants to purchase
125,228 shares of Series B preferred stock at $2.46 per share to certain of its
Series A stockholders. These warrants expire in December 2003. These warrants
were valued using the Black-Scholes valuation model. Incremental interest
expense of $63 was recorded during the year ended December 31, 1998 related to
these warrants.
In conjunction with a bank loan, the Company issued a warrant to purchase
5,000 shares of the Company's Series B preferred stock at a price of $3.69 per
share. This warrant expires July 19, 2004. These warrants were valued using the
Black-Scholes valuation model at less than $1.
In conjunction with a bridge loan, the Company issued warrants to purchase
141,303 shares of Series C preferred stock at $7.07 per share to certain of its
Series A and B stockholders. These warrants expire in November 2004. These
warrants were valued using the Black-Scholes valuation model. Incremental
interest expense of $242 was recorded during the year ended December 31, 1999
related to these warrants.
10. Mandatorily Redeemable Convertible Preferred Stock
Following is a summary of mandatorily redeemable convertible preferred stock
("preferred stock") issued by the Company at December 31, 1999:
Number of Shares
Shares Issued and Carrying
Series Date Issued Designated Outstanding Amount
------ -------------------------------------- ---------- ----------- --------
A September and December 1997........... 3,147,830 3,147,830 $ 3,884
B January and April 1999................ 4,900,000 4,706,196 12,306
C December 1999......................... 4,600,000 2,943,324 49,876
---------- -------
10,797,350 $66,066
---------- -------
The issuance of the Series C resulted in a beneficial conversion feature of
approximately $29,227 at December 31, 1999, calculated in accordance with
Emerging Issues Task Force Issue No. 98-5, which resulted in an immediate
increase to stockholders' deficit.
The carrying value of the preferred stock represents the proceeds from the
sale of the stock net of issuance costs of $259 plus the effect of the
beneficial conversion feature related to the Series C. An additional 1,299,943
shares of Series C were issued for total proceeds of $9,191 in January and
February 2000 (Note 15).
F-14
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
The rights with respect to the Series A, B and C preferred stock are as
follows:
Conversion
Each share of Series A, B and C preferred stock is convertible into common
stock on a one-for-one basis, subject to certain antidilution provisions.
Conversion is at the option of the stockholder or automatic upon the closing of
an initial public offering of the Company's common stock at a price equal to or
exceeding $17.67 per share and aggregate proceeds of at least $10 million or by
written consent or agreement of the holders of at least two-thirds of the
outstanding shares of Series A, B and C preferred stock voting together.
Dividends
The holders of the Series A, B and C preferred stock are entitled to receive
cumulative dividends at the rate of 8% per share based on $1.07 for Series A,
$2.46 for Series B and $7.07 for Series C per annum, payable upon conversion of
the preferred stock in either cash or common stock, at the option of the Board
of Directors at the fair value of the common stock as determined in good faith
by a majority of the Board of Directors. Such dividends shall be cumulative
beginning January 1, 1998 with respect to the Series A preferred stock and the
date the first Series B and C preferred stock is issued with respect to the
Series B and C preferred stock. The holders of the outstanding preferred stock
can waive any dividend preference that such holders shall be entitled to
receive upon the affirmative vote or written consent of the holders of at least
two-thirds of the preferred stock then outstanding voting together as a single
class. Accrued dividends were $270 and $1,344 at December 31, 1998 and 1999,
respectively.
Voting Rights
The holder of each share of Series A, Series B, and Series C preferred stock
has the right to one vote for each share of common stock into which such Series
A, Series B and Series C, preferred stock can be converted, and with respect to
such vote, such stockholder has full voting rights and powers equal to the
voting rights and powers of the holders of common stock, and is entitled to
notice of any stockholders' meeting in accordance with the bylaws of the
corporation, and is entitled to vote, together with holders of common stock,
with respect to any question upon which holders of common stock have the right
to vote.
Liquidation and Redemption
Upon the occurrence of a liquidation event, such as a dissolution of the
Company or by merger or sale of assets, the available assets of the Company
would be distributed first to the holders of Series A, B and C preferred stock
until they receive the amount per share for which each such series was
originally purchased plus any accrued and unpaid dividends. If assets of the
Company remain available for distribution after such preferences have been
satisfied, such remaining assets would be distributed among the holders of
Series A, B and C preferred stock and common stock pro rata based on the "as if
converted" number of common stock shares. If upon the occurrence of such event,
the assets and funds thus distributed among the holders of the Series A, B and
C preferred stock shall be insufficient to permit the payment to such holders
of the full aforesaid preferential amounts, then the entire assets and funds of
the Company legally available for distribution shall be distributed ratably
among the holders of Series A, B and C preferred stock in proportion to the
preferential amount each such holder would be entitled to receive.
Commencing on December 31, 2004, the Company may be required to redeem, upon
the affirmative vote of two-thirds of the preferred stockholders voting as a
group, 50% of the outstanding shares of preferred stock, an additional 50% on
December 31, 2005 and the remainder on December 31, 2006 at a redemption price
equal to $1.07, $2.46 and $7.07 for Series A, B and C respectively, plus
accrued dividends. As dividends are cumulative, all series of preferred stock
are presented at redemption value.
F-15
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
11. Stock Option Plan
The Company's 1997 Stock Option/Stock Issuance Plan (the "Plan") provides
for granting incentive stock options as defined by the Internal Revenue Code.
The Plan allows for grants of options to purchase 2,001,940 shares of the
Company's common stock (Note 15). Expired and canceled options are available to
be regranted under the Plan. Options are granted with exercise prices and
vesting schedules as approved by the Board of Directors or a Compensation
Committee appointed by the Board of Directors. Optionees may exercise all
options prior to vesting in which case the Company has the right to repurchase
the unvested shares from the optionee at the original purchase price upon the
employee's termination from the Company.
The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees", and related Interpretations in accounting for the Plan. Had
compensation cost for the Plan been determined based on the fair market value
at the grant dates for awards under the Plan consistent with the method
provided by SFAS No. 123, "Accounting for Stock-Based Compensation", the
Company's net loss would have been increased to the following pro forma
amounts:
For the Year Ended
December 31,
----------------------------
1997 1998 1999
-------- -------- --------
Net loss.......................... As reported $ (1,147) $ (7,215) $(14,627)
Pro forma $ (1,149) $ (7,229) $(14,699)
Basic net loss per share.......... As reported $ (0.89) $ (6.28) $ (7.74)
Pro forma $ (0.90) $ (6.29) $ (7.78)
The fair value of each option grant is estimated on the date of grant using
the minimum value pricing model with the following weighted-average assumptions
used for grants during the years ended December 31, 1997, 1998 and 1999:
For the Year Ended
December 31,
-------------------------
1997 1998 1999
------- ------- -------
Dividend yield.................................... -- -- --
Expected volatility............................... -- -- --
Risk-free rate of return.......................... 6.2% 5.2% 5.6%
Expected life..................................... 5 years 5 years 5 years
The following table summarizes activity under all Plans for the years ended
December 31, 1997, 1998 and 1999:
For the Year Ended December 31,
------------------------------------------------------------
1997 1998 1999
------------------- ------------------- -------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Price Shares Price Shares Price Shares
-------- ---------- -------- ---------- -------- ----------
Outstanding at the
beginning of the year.. $ -- -- $0.107 587,761 $0.107 1,115,771
Granted................ 0.107 587,761 0.107 751,000 1.329 1,194,154
Exercised.............. -- -- 0.107 (196,490) 0.252 (1,132,535)
Canceled............... -- -- 0.107 (26,500) 0.258 (377,129)
------ ---------- ------ ---------- ------ ----------
Outstanding at the end
of the year............ $0.107 587,761 $0.107 1,115,771 $1.655 800,261
====== ========== ====== ========== ====== ==========
Options exercisable at
year end............... $0.107 587,761 $0.107 1,115,771 $1.655 800,261
====== ========== ====== ========== ====== ==========
Weighted average fair
value of options
granted during the
year................... $0.035 $0.035 $0.217
====== ====== ======
F-16
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
Options Outstanding Options Exercisable
- --------------------------------------------------- ---------------------------
Weighted-
Outstanding average Weighted- Exercisable Weighted-
at remaining average at average
Exercise December 31, contractual exercise December 31, exercise
price 1999 life price 1999 price
- -------- ------------- ------------- ------------- ------------- -------------
$0.107 93,482 8.39 $0.107 93,482 $0.107
0.246 48,000 9.10 0.246 48,000 0.246
0.492 255,629 9.33 0.492 255,629 0.492
1.000 197,500 9.69 1.000 197,500 1.000
4.000 49,250 9.88 4.000 49,250 4.000
5.000 156,400 9.15 5.000 156,400 5.000
- -------- ------------- ------------- ------------- ------------- -------------
$0.107--
$5.000 800,261 9.30 $1.655 800,261 $1.655
======== ============= ============= ============= ============= =============
As of December 31, 1998 and 1999, a total of 1,336,583 and 1,503,545 shares
were issued pursuant to the exercise of options and founders shares prior to
vesting. The Company may repurchase these shares at the original exercise price
upon the employee's termination from the Company. The potential liability for
exercised unvested shares which were subject to repurchase at their aggregate
original exercise price was $28 and $261 at December 31, 1998 and 1999,
respectively. There were no options exercised prior to vesting as of
December 31, 1997.
12. Employee Benefit Plan
During the year ended December 31, 1999, the Company's Board of Directors
approved an employee savings plan. The Company's 401(k) Plan is a defined
contribution retirement plan with a cash or deferred arrangement as described
in Section 401(k) of the Internal Revenue Code (the "401(k) Plan"). The 401(k)
Plan is intended to be qualified under Section 401(a) of the Internal Revenue
Code. All employees of the Company are eligible to participate in the 401(k)
Plan. The 401(k) Plan provides that each participant may make elective
contributions from 1% to 15% of his or her compensation, subject to statutory
limits. The Company may, but is not required to, make matching contributions.
No matching contributions were made in 1999.
13. Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations
of credit risk consist of cash and equivalents, accounts receivable and
contracts receivable. To date, the Company has invested excess funds in money
market accounts, commercial paper, municipal bonds and term notes. The Company
deposits cash and equivalents and short-term investments with financial
institutions that management believes are credit worthy. The Company's accounts
receivable are derived from revenues earned from customers located primarily in
the United States. The Company maintains an allowance for doubtful accounts
receivable based upon the expected collectibility of all accounts receivable.
The following table summarizes the revenues from customers, all of which
were third parties, in excess of 10% of total net revenues:
1997 1998 1999
---- ---- ----
Customer A.................................................... -- 16% 18%
Customer B.................................................... -- 4 19
Customer C.................................................... 21 2 --
Customer D.................................................... 11 8 1
F-17
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
The following table summarizes accounts and contracts receivable from the
above customers:
1998 1999
---- ----
Customer A......................................................... 45% 8%
Customer B......................................................... 3% 22%
14. Stock-Based Compensation
In connection with certain stock option grants during the three year period
ended December 31, 1999, the Company recorded stock-based compensation totaling
$2,842, which is being amortized in accordance with FASB Interpretation No. 28,
"Accounting for Stock Appreciation Rights and Other Variable Stock Option or
Award Plans" over the vesting periods of the related options, which is
generally four years. Stock-based compensation amortization recognized during
the three year period ended December 31, 1999 totaled $745. Stock-based
compensation for the year ended December 31, 1999 has been allocated across the
relevant functional expense categories within operating expenses as follows:
For the
Year Ended
December 31,
1999
------------
Cost of services................................................ $ 69
Sales and marketing............................................. 457
Product development and engineering............................. 166
General and administrative...................................... 53
----
$745
====
15. Subsequent Events
In February 2000, the Company's Board of Directors increased the number of
shares that may be issued under the 1997 Stock Option Plan to 3,961,710.
In February 2000, the Company's Board of Directors approved the adoption of
the Company's 2000 Employee Stock Purchase Plan (the "Purchase Plan"). A total
of 600,000 shares of common stock have been reserved for issuance under the
Purchase Plan. The Purchase Plan permits eligible employees to purchase shares
of common stock through payroll deductions at 85% of the fair value of the
common stock, as defined in the Purchase Plan.
In January 2000 and February 2000, the Company issued an additional
1,299,943 shares of Series C preferred stock at a price of $7.07 per share
resulting in gross proceeds of approximately $9,191.
The Company issued two warrants to purchase a total of 680,183 shares of
common stock at prices ranging from $5.00 to $7.07 per share in February and
March 2000.
In February 2000, the Company's Board of Directors adopted the 2000 Stock
Plan ("2000 Plan") and reserved the lesser of 1,000,000 shares or the remaining
available shares under the 1997 Plan for issuance under the 2000 Plan. The
number of shares reserved for issuance under our 2000 Stock Plan will increase
annually on January 1st of each calendar year, effective beginning in 2001,
equal to the lesser of 5% of the outstanding shares of our common stock on the
first day of the year or such lesser amount as the Board of Directors may
determine.
F-18
CLEARCOMMERCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except share and per share data)
The 2000 Director Option Plan ("Director Plan") was adopted in February 2000
and provides for the periodic grant of non statutory stock options to our non-
employee directors. The Company has reserved 300,000 shares of common stock for
issuance under the Director Plan.
In February 2000, the Company issued a warrant to purchase 14,144 shares of
Series C Preferred Stock at $7.07 per share to a bank.
In February 2000, the Company's Board of Directors approved an amendment to
our certificate of incorporation to be effective upon the closing of our
offering that would increase the number of common shares authorized to
100,000,000.
On March 6, 2000, the Company agreed to issue to a major customer shares of
common stock in connection with its planned initial public offering at a
purchase price equal to the price to the public in the planned offering. The
number of shares the Company agreed to issue will equal the lower of 10% of the
shares sold in the planned offering (excluding the underwriters' over-allotment
option) or shares valued at $6,000 at such offering price.
F-19
[LOGO OF CLEARCOMMERCE]
THE ENGINE THAT DRIVES eBUSINESS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by ClearCommerce in connection
with the sale of common stock being registered. All amounts are estimates
except the SEC registration fee and the NASD filing fee.
SEC registration fee.......................................... $ 15,180
NASD filing fee............................................... 6,250
Nasdaq National Market listing fee............................ 95,000
Printing and engraving costs.................................. 175,000
Legal fees and expenses....................................... 350,000
Accounting fees and expenses.................................. 320,000
Blue sky fees and expenses.................................... 5,000
Transfer agent and registrar fees............................. 10,000
Miscellaneous expenses........................................ 23,570
----------
Total....................................................... $1,000,000
==========
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits a corporation to
include in its charter documents, and in agreements between the corporation and
its directors and officers, provisions expanding the scope of indemnification
beyond that specifically provided by the current law. Articles Nine and Ten of
the Registrant's Third Amended and Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law. The Registrant has entered into indemnification agreements
with its directors and executive officers, in addition to indemnification
provided for in the Registrant's Third Amended and Restated Certificate of
Incorporation, and intends to enter into indemnification agreements with any
new directors and executive officers in the future.
Item 15. Recent Sales of Unregistered Securities
During the past three years, the Registrant has issued unregistered
securities to a limited number of persons, as described below. None of these
transactions involved any underwriters, underwriting discounts or commissions,
or any public offering, and the Registrant believes that each transaction was
exempt from the registration requirements of the Securities Act by virtue of
Section 4(2) thereof, Regulation D promulgated thereunder or Rule 701 pursuant
to compensatory benefit plans and contracts relating to compensation as
provided under such Rule 701. The recipients of securities in each such
transaction represented their intention to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof, and appropriate legends were affixed to the share
certificates and instruments issued in such transactions. All recipients had
adequate access, through their relationships with the Registrant, to
information about the Registrant.
(a) On September 21, 1995, we issued 1,299,500 (giving effect to a 1,299.83-
for-1 stock split) shares of common stock at $0.01 per share to initially
capitalize the Registrant for an aggregate purchase price of $10.00.
(b) On May 22, 1997, we issued 501,607 (giving effect to a 1,299.83-for-1
stock split) shares of common stock at $0.01 per share for an aggregate
purchase price of $3.86.
(c) On February 1, 1997, in partial satisfaction of a consulting fee we
issued a warrant to a consultant for 20,300 shares of our common stock
exercisable at $0.01 per share, for an aggregate purchase price of $203.00.
(d) On June 2 and August 25, 1997, we issued convertible promissory notes
totaling $250,000 in connection with bridge financings to one private investor.
These notes were converted into shares of our Series A preferred stock on
September 15, 1997.
II-1
(e) On September 15, 1997, we issued 789,523 shares of common stock at $0.01
per share to our founders and certain officers, for an aggregate purchase price
of $7,895.23.
(f) Prior to our Series A Preferred Stock financing in September 1997, two
of our officers had loaned us $191,196.50, of which $40,000 was repaid, and the
remainder converted into shares of our Series A preferred stock on September
15, 1997.
(g) On September 15, 1997 and December 1, 1997, we issued 3,147,830 shares
of Series A preferred stock to a group of private investors at $1.07 per share
for an aggregate purchase price of $3,368,178.10 including conversion of debt.
(h) On November 25, 1998, we entered into a Loan and Warrant Purchase
Agreement under which we issued convertible promissory notes in a bridge
financing totaling $2,000,000 to four private investors and two employees.
These notes were converted into shares of our Series B Preferred Stock on
January 8, 1999. In connection with this bridge financing, we also issued
warrants to purchase 125,228 shares of our Series B Preferred Stock at a
purchase price of $2.46 per share, for an aggregate purchase price of
$308,060.88.
(i) In 1998, we issued 196,490 shares of common stock to employees or other
service providers at $0.107 per share upon the exercise of stock options issued
under our 1997 Stock Plan for an aggregate purchase price of $21,024.43.
(j) On January 8, 1999 and April 6, 1999, we issued 4,706,196 shares of
Series B preferred stock to a group of private investors at $2.46 per share for
an aggregate purchase price of $11,577,242.16.
(k) On July 20, 1999, in connection with the execution of a credit agreement
we issued a warrant to Imperial Bank to purchase 5,000 shares of our Series B
preferred stock at a purchase price of $3.69 per share, for an aggregate
purchase price of $18,450.
(l) On September 27, 1999, we entered into a Loan Agreement, which was
subsequently amended and restated as an Amended and Restated Loan and Warrant
Purchase Agreement on November 29, 1999, under which we issued promissory notes
in a bridge financing totaling $3,999,108.95. These notes were converted into
shares of our Series C preferred stock on December 31, 1999. In connection with
this bridge financing, we also issued warrants to purchase 141,303 shares of
our Series C preferred stock at a purchase price of $7.07 per share, for an
aggregate consideration of $999,012.21.
(m) On December 31, 1999, January 21, 2000, and February 4, 2000, we issued
4,243,267 shares of Series C preferred stock at $7.07 per share for an
aggregate purchase price of $29,999,897.69 including conversion of debt.
(n) In 1999, we issued approximately 1,132,535 shares of our common stock to
employees or other service providers at a range of $0.107 to $5.00 per share
upon the exercise of stock options issued under our 1997 Stock Plan, for our
approximate aggregate purchase price of $285,398.82.
(o) On February 4, 2000, we issued a warrant to Hewlett-Packard to purchase
555,183 shares of our common stock at a purchase price of $7.07 per share, for
an aggregate purchase price of $3,925,143.81.
(p) On February 28, 2000, in connection with a release of collateral under
our credit agreement, we issued a warrant to Imperial Bank to purchase 14,144
shares of our Series C preferred stock at a purchase price of $7.07 per share,
for an aggregate purchase price of $99,998.08.
(q) On March 6, 2000, we issued a warrant to Hewlett-Packard to purchase
125,000 shares of our common stock for an exercise price of $5.00 per share,
for an aggregate purchase price of $625,000.
(r) Between December 31, 1999 and March 7, 2000, we issued 80,179 shares of
our common stock to our employees or other service providers at a range of
$.107 to $5.00 per share upon the exercise of stock options issued under our
1997 Stock Plan, for our approximate aggregate purchase price of $138,319.94.
II-2
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
1.1* Form of Underwriting Agreement.
3.1.1 Third Amended and Restated Certificate of Incorporation of
ClearCommerce Corporation.
3.1.2 Certificate of Correction to Third Amended and Restated Certificate of
Incorporation of the ClearCommerce Corporation.
3.1.3* Form of Fourth Amended and Restated Certificate of Incorporation of
ClearCommerce Corporation to be filed immediately prior to the closing
of the offering made pursuant to this Registration Statement.
3.2.1 Bylaws of ClearCommerce Corporation.
3.2.2* Form of Amended and Restated Bylaws of ClearCommerce Corporation to be
in effect after the closing of the offering made pursuant to this
Registration Statement.
4.1 See Exhibits 3.1.1, 3.1.2, and 3.1.3 for provisions of the Certificate
of Incorporation of ClearCommerce Corporation defining the rights of
the holders of common stock.
4.2 See Exhibits 3.2.1 and 3.2.2 for provisions of the Bylaws of the
Registrant defining the rights of the holder of common stock.
4.3* Specimen common stock certificate.
4.4 Third Amended and Restated Investors Rights Agreement, dated December
31, 1999, by and among the Registrant and certain stockholders of
ClearCommerce Corporation, as amended.
4.5 Warrant to purchase common stock issued to Gerald Youngblood.
4.6 ClearCommerce Corporation Stock Purchase Warrant issued to Imperial
Bank.
4.7 ClearCommerce Corporation Common Stock Purchase Warrant issued to
Hewlett Packard.
4.8 ClearCommerce Corporation Warrant to Purchase Common Stock issued to
Hewlett Packard.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1 Form of Indemnification Agreement between ClearCommerce Corporation
and each of its directors and officers.
10.2 1997 Stock Option/Stock Issuance Plan, as amended.
10.2.1 Form of Option Agreement under the 1997 Stock Option/Stock Issuance
Plan.
10.2.2 Form of Stock Purchase Agreement under the 1997 Stock Option/Stock
Issuance Plan.
10.2.3 Form of Stock Issuance Agreement under 1997 Stock Option/Stock
Issuance Plan.
10.3 2000 Stock Plan.
10.3.1 Form of Option Agreement under 2000 Stock Plan.
10.3.2 Form of Restricted Stock Purchase Agreement under 2000 Stock Plan.
10.4 2000 Employee Stock Purchase Plan.
10.4.1 Form of Subscription Agreement under the 2000 Employee Stock Purchase
Plan.
10.5 2000 Director Option Plan.
II-3
10.5.1 Form of Option Agreement under 2000 Director Option Plan.
10.6+* Strategic Relationship and Software License Agreement between
Hewlett-Packard Company and ClearCommerce Corporation.
10.6.1+* Amendment #1 to Strategic Relationship and Software License Agreement
between Hewlett-Packard Company and ClearCommerce Corporation.
10.6.2+* Amendment #2 to Strategic Relationship and Software License Agreement
between Hewlett-Packard Company and ClearCommerce Corporation.
10.7+* License and Service Agreement dated June 30, 1998 between
ClearCommerce Corporation and Cardservice International.
10.7.1+* License Agreement Addendum A, dated December 31, 1998, between
ClearCommerce Corporation and Cardservice International.
10.7.2+* License Agreement Addendum B, dated March 31, 1999, between
ClearCommerce Corporation and Cardservice International.
10.7.3+* License Agreement Addendum C, dated March 6, 2000, between
ClearCommerce Corporation and Cardservice International.
10.7.4+* Value Added Reseller License Agreement dated June 30, 1998, between
ClearCommerce Corporation and Cardservice International.
10.8 Lease Agreement between CFH-FTAX Limited Partnership as Landlord, and
ClearCommerce Corporation, as tenant.
10.8.1 First Amendment to the Lease Agreement, dated April 9, 1999, between
CFH-FTAX Limited Partnership, as Landlord, and ClearCommerce
Corporation, as Tenant.
10.8.2 Second Amendment to the Lease Agreement, dated July 19, 1999, between
CFH-FTAX Limited Partnership, as Landlord, and ClearCommerce
Corporation, as Tenant.
10.9 Credit Agreement, dated July 20, 1999, between ClearCommerce
Corporation and Imperial Bank.
10.9.1 First Amendment to Credit Agreement between ClearCommerce Corporation
and Imperial Bank dated September 14, 1999.
10.9.2 Second Amendment to Credit Agreement between ClearCommerce
Corporation and Imperial Bank dated February 28, 2000.
10.10 Employment Agreement with Alan Scutt dated November 2, 1998.
10.11 Repurchase Agreement dated September 15, 1997 between ClearCommerce
Corporation and R.C. Estes.
10.11.1 First Amendment of Repurchase Agreement between ClearCommerce
Corporation and R.C. Estes dated March 26, 1999.
10.12 Repurchase Agreement dated September 15, 1997 between ClearCommerce
Corporation and Julie Fergerson.
10.12.1 First Amendment of Repurchase Agreement between ClearCommerce
Corporation and Julie Fergerson dated March 26, 1999.
10.13 Stock Subscription Agreement dated September 15, 1997 between
ClearCommerce Corporation and Robert J. Lynch.
10.13.1 First Amendment of Stock Subscription Agreement between ClearCommerce
Corporation and Robert Lynch dated March 26, 1999.
10.14 ClearCommerce Corporation 401(K) Plan.
II-4
10.15 Common Stock Purchase Agreement dated March 6, 2000 between
ClearCommerce Corporation and Cardservice International, Inc.
21.1 List of Subsidiaries.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2* Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (see Page II-4).
27.1 Financial Data Schedule.
- ---------------------
* To be filed by amendment
+ Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment and the omitted portions have been separately filed
with the Commission.
(b) Financial Statement Schedules
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
Item 17. Undertakings
The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referenced in
Item 14 of this Registration Statement or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by a director, officer or controlling person in connection with the
securities being registered hereunder, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Austin, State of Texas,
on the 7th day of March, 2000.
CLEARCOMMERCE CORPORATION
/s/ Robert J. Lynch
By:__________________________________
Robert J. Lynch
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Lynch and Michael S. Grajeda and each
of them, his attorneys-in-fact, each with the power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that such attorneys-in-fact and agents or any of them, or
his or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Robert J. Lynch President, Chief Executive March 7, 2000
______________________________________ Officer and Director
Robert J. Lynch (Principal Executive
Officer)
/s/ Michael S. Grajeda Chief Financial Officer March 7, 2000
______________________________________ and Secretary (Principal
Michael S. Grajeda Financial Officer)
/s/ Victoria R. Richardson Controller (Principal March 7, 2000
______________________________________ Accounting Officer)
Victoria R. Richardson
/s/ James G. Treybig Chairman of the Board, March 7, 2000
______________________________________ Director
James G. Treybig
/s/ Scott D. Sandell Director March 7, 2000
______________________________________
Scott D. Sandell
/s/ Wendy L. Harrington Director March 7, 2000
______________________________________
Wendy L. Harrington
Director March 7, 2000
______________________________________
R. C. Estes
/s/ William H. McAleer Director March 7, 2000
______________________________________
William H. McAleer
/s/ Joseph C. Aragona Director March 7, 2000
______________________________________
Joseph C. Aragona
II-6
Report of Independent Accountants
To the Board of Directors and Stockholders
of ClearCommerce Corporation
In connection with our audits of the consolidated financial statements of
ClearCommerce Corporation and its subsidiary as of December 31, 1998 and 1999,
and for each of the three years in the period ended December 31, 1999, which
financial statements are included in the prospectus, we have also audited the
financial statement schedule listed in Item 16(b) herein.
In our opinion, this financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information required to be included therein.
PRICEWATERHOUSECOOPERS LLP
Austin, Texas
February 25, 2000
S-1
ClearCommerce Corporation
Schedule II - Valuation and Qualifying Accounts
(Dollars in thousands)
Balance Additions Balance
At Beginning to At End
Description of Year Allowance Year
----------- ------------ --------- -------
Allowance for doubtful accounts:
Year ended December 31, 1997.................... $ 0 $ 2 $ 2
Year ended December 31, 1998.................... 2 19 21
Year ended December 31, 1999.................... 21 191 212
Valuation allowance on net deferred tax asset:
Year ended December 31, 1997.................... $ 0 $ 433 $ 433
Year ended December 31, 1998.................... 433 2,716 3,149
Year ended December 31, 1999.................... 3,149 5,268 8,417
S-2
EXHIBIT INDEX
1.1* Form of Underwriting Agreement.
3.1.1 Third Amended and Restated Certificate of Incorporation of
ClearCommerce Corporation.
3.1.2 Certificate of Correction to Third Amended and Restated Certificate of
Incorporation of the ClearCommerce Corporation.
3.1.3* Form of Fourth Amended and Restated Certificate of Incorporation of
ClearCommerce Corporation to be filed immediately prior to the closing
of the offering made pursuant to this Registration Statement.
3.2.1 Bylaws of ClearCommerce Corporation.
3.2.2* Form of Amended and Restated Bylaws of ClearCommerce Corporation to be
in effect after the closing of the offering made pursuant to this
Registration Statement.
4.1 See Exhibits 3.1.1, 3.1.2, and 3.1.3 for provisions of the Certificate
of Incorporation of ClearCommerce Corporation defining the rights of
the holders of common stock.
4.2 See Exhibits 3.2.1 and 3.2.2 for provisions of the Bylaws of the
Registrant defining the rights of the holder of common stock.
4.3* Specimen common stock certificate.
4.4 Third Amended and Restated Investors Rights Agreement, dated December
31, 1999, by and among the Registrant and certain stockholders of
ClearCommerce Corporation, as amended.
4.5 Warrant to purchase common stock issued to Gerald Youngblood.
4.6 ClearCommerce Corporation Stock Purchase Warrant issued to Imperial
Bank.
4.7 ClearCommerce Corporation Common Stock Purchase Warrant issued to
Hewlett Packard.
4.8 ClearCommerce Corporation Warrant to Purchase Common Stock issued to
Hewlett Packard.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.1 Form of Indemnification Agreement between ClearCommerce Corporation
and each of its directors and officers.
10.2 1997 Stock Option/Stock Issuance Plan, as amended.
10.2.1 Form of Option Agreement under the 1997 Stock Option/Stock Issuance
Plan.
10.2.2 Form of Stock Purchase Agreement under the 1997 Stock Option/Stock
Issuance Plan.
10.2.3 Form of Stock Issuance Agreement under 1997 Stock Option/Stock
Issuance Plan.
10.3 2000 Stock Plan.
10.3.1 Form of Option Agreement under 2000 Stock Plan.
10.3.2 Form of Restricted Stock Purchase Agreement under 2000 Stock Plan.
10.4 2000 Employee Stock Purchase Plan.
10.4.1 Form of Subscription Agreement under the 2000 Employee Stock Purchase
Plan.
10.5 2000 Director Option Plan.
10.5.1 Form of Option Agreement under 2000 Director Option Plan.
10.6+* Strategic Relationship and Software License Agreement between
Hewlett-Packard Company and ClearCommerce Corporation.
10.6.1+* Amendment #1 to Strategic Relationship and Software License Agreement
between Hewlett-Packard Company and ClearCommerce Corporation.
10.6.2+* Amendment #2 to Strategic Relationship and Software License Agreement
between Hewlett-Packard Company and ClearCommerce Corporation.
10.7+* License and Service Agreement dated June 30, 1998 between
ClearCommerce Corporation and Cardservice International.
10.7.1+* License Agreement Addendum A, dated December 31, 1998, between
ClearCommerce Corporation and Cardservice International.
10.7.2+* License Agreement Addendum B, dated March 31, 1999, between
ClearCommerce Corporation and Cardservice International.
10.7.3+* License Agreement Addendum C, dated March 6, 2000, between
ClearCommerce Corporation and Cardservice International.
10.7.4+* Value Added Reseller License Agreement dated June 30, 1998, between
ClearCommerce Corporation and Cardservice International.
10.8 Lease Agreement between CFH-FTAX Limited Partnership as Landlord, and
ClearCommerce Corporation, as tenant.
10.8.1 First Amendment to the Lease Agreement, dated April 9, 1999, between
CFH-FTAX Limited Partnership, as Landlord, and ClearCommerce
Corporation, as Tenant.
10.8.2 Second Amendment to the Lease Agreement, dated July 19, 1999, between
CFH-FTAX Limited Partnership, as Landlord, and ClearCommerce
Corporation, as Tenant.
10.9 Credit Agreement, dated July 20, 1999, between ClearCommerce
Corporation and Imperial Bank.
10.9.1 First Amendment to Credit Agreement between ClearCommerce Corporation
and Imperial Bank dated September 14, 1999.
10.9.2 Second Amendment to Credit Agreement between ClearCommerce
Corporation and Imperial Bank dated February 28, 2000.
10.10 Employment Agreement with Alan Scutt dated November 2, 1998.
10.11 Repurchase Agreement dated September 15, 1997 between ClearCommerce
Corporation and R.C. Estes.
10.11.1 First Amendment of Repurchase Agreement between ClearCommerce
Corporation and R.C. Estes dated March 26, 1999.
10.12 Repurchase Agreement dated September 15, 1997 between ClearCommerce
Corporation and Julie Fergerson.
10.12.1 First Amendment of Repurchase Agreement between ClearCommerce
Corporation and Julie Fergerson dated March 26, 1999.
10.13 Stock Subscription Agreement dated September 15, 1997 between
ClearCommerce Corporation and Robert J. Lynch.
10.13.1 First Amendment of Stock Subscription Agreement between ClearCommerce
Corporation and Robert Lynch dated March 26, 1999.
10.14 ClearCommerce Corporation 401(K) Plan.
10.15 Common Stock Purchase Agreement dated March 6, 2000 between
ClearCommerce Corporation and Cardservice International, Inc.
21.1 List of Subsidiaries.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2* Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (see Page II-4).
27.1 Financial Data Schedule.
- ---------------------
* To be filed by amendment
+ Certain portions of this Exhibit have been omitted based upon a request for
confidential treatment and the omitted portions have been separately filed
with the Commission.