UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission file number 000-28063
DELTATHREE.COM, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-4006766
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
430 PARK AVENUE, SUITE 500 10022
NEW YORK, NEW YORK (Zip code)
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code: (212) 421-2350
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes |X| No | |
As of May 15, 2000, the registrant had 9,145,902 shares of Class A Common
Stock, par value $0.001 per share, and 19,569,459 shares of Class B Common
Stock, par value $0.001 per share, outstanding.
DELTATHREE.COM, INC.
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
March 31, 2000 (Unaudited) and December 31, 1999...............1
Condensed Consolidated Statements of Operations for
the Three Month Periods Ended March 31, 2000
(Unaudited) and March 31, 1999 (Unaudited).....................3
Condensed Consolidated Statements of Cash Flows for
the Three Month Periods Ended March 31, 2000
(Unaudited) and March 31, 1999 (Unaudited).....................4
Notes to Condensed Consolidated Financial Statements.............6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................7
Item 3. Quantitative and Qualitative Disclosures About Market Risk.......9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................9
Item 2. Change in Securities and Use of Proceeds........................10
Item 4. Submission of Matters to a Vote of Security Holders.............10
Item 5. Other Information...............................................10
Item 6. Exhibits and Reports on Form 8-K................................12
Signatures..................................................................13
Exhibit Index...............................................................14
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
DELTATHREE.COM, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
As of As of
March 31, December 31,
2000 1999
----------- ------------
(unaudited)
Current Assets
Cash and Cash Equivalents........................... $ 55,919 $ 89,957
Accounts Receivable, Net............................ 1,079 903
Due from Affiliates................................. 1,157 1,760
Marketable Securities - Available for Sale.......... 36,183 11,276
Prepaid Expenses and Other Current Assets........... 2,317 3,090
----------- -----------
Total Current Assets............................. 96,655 106,986
Property and Equipment.............................. 12,807 10,565
Less: Accumulated Depreciation...................... (1,450) (1,066)
----------- -----------
Property and Equipment, Net......................... 11,357 9,499
Investment in Unconsolidated Subsidiaries........... 90 90
Goodwill and Other Intangibles, Net................. 18,600 9,457
Deposits and Other Assets........................... 1,193 800
----------- -----------
Total Assets..................................... $ 127,895 $ 126,832
=========== ===========
Liabilities and Stockholder's Equity (Deficit)......
Short-term Debt Due to Affiliates................... 12,145 14,752
Accounts Payable.................................... 2,632 2,580
Due to Affiliates................................... 66 626
Deferred Revenues and Costs......................... 647 538
Other Current Liabilities........................... 5,869 5,548
----------- -----------
Total Current Liabilities 21,359 24,044
----------- -----------
Total Long-term Debt................................ 132 --
Severance Pay Obligations........................... 323 208
----------- -----------
Total Long-term Liabilities...................... 21,814 24,252
----------- -----------
Stockholder's Equity
Class A Common Stock, par value $0.001.............. 9 9
Class B Common Stock, par value $0.001.............. 20 20
Additional Paid-in Capital.......................... 167,256 157,891
Receivable for Capital Stock........................ (681) (1,232)
Deferred Compensation............................... (7,826) (10,670)
Accumulated Deficit................................. (52,697) (43,438)
----------- -----------
Total Stockholder's Equity....................... 106,081 102,580
=========== ===========
Total Liabilities and Stockholder's Equity.... $ 127,895 $ 126,832
=========== ===========
See notes to condensed consolidated financial statements.
DELTATHREE.COM, INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except loss per share)
Three Months Ended
March 31,
2000 1999
----------- -----------
Revenues:
Affiliates..................................... 4,758 1,588
Non-affiliates................................. 1,812 486
Total Revenues............................ 6,570 2,074
----------- -----------
Costs and Operating Expenses:
Cost of Revenues................................. 5,689 1,714
Research and Development Expenses................ 1,202 76
Selling and Marketing Expenses................... 4,945 615
General and Administrative Expenses.............. 1,167 511
Non-cash compensation Expense.................... 2,398 232
Depreciation and Amortization.................... 1,353 1,013
----------- -----------
Total Operating Costs and Expenses........ 16,754 4,161
----------- -----------
Loss from Operations................................ (10,184) ( 2,087)
Interest Income (Expense), Net...................... 925 (168)
Minority interest................................... -- (3)
Net Loss............................................ $ (9,259) $ (2,258)
=========== ===========
Net Loss Per Share-Basic and Diluted................ $ (0.32) $ (0.29)
Weighted Average Shares Outstanding-Basic
and Diluted....................................... 28,715,329 7,875,554
See notes to condensed consolidated financial statements.
DELTATHREE.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
MARCH 31, MARCH 31,
2000 1999
----------- -----------
(UNAUDITED) (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.......................................... $ (9,259) $ (2,258)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization.................. 1,353 1,013
Amortization of deferred compensation.......... 2,398 232
Write-down of investment....................... (6) --
Minority interest.............................. -- 3
Increase (decrease) in liability for
severance pay................................ 115 18
Provision for losses on accounts receivable.... (18) 162
Changes in assets and liabilities:
Decrease (increase) in accounts receivable..... (158) (436)
Decrease (increase) in other current assets
and due from affiliates...................... 1,395 108
Increase (decrease) in accounts payable........ 52 (202)
Increase (decrease) in deferred revenues....... 109 (604)
Increase (decrease) in current liabilities
and due to affiliates........................ (239) 557
Increase in other assets....................... -- (2)
----------- -----------
5,001 849
----------- -----------
Net cash used in operating activities............. (4,258) (1,409)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment............. (1,895) (131)
Proceeds from disposal of property and
equipment.................................... 28 --
Increase in deposits........................... (393) --
----------- -----------
Net cash used in investing activities............. (2,260) (131)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term investments............. (24,907) --
Proceeds from issuance of capital stock........ -- --
Proceeds from short-term debt from
affiliates................................... -- --
Payments of short-term debt from affiliates.... (2,607) --
Proceeds from long-term debt from affiliates... -- 2,000
Expenses relating to share issuance in 1999.... (272) --
Proceeds from exercise of employee options..... 134 --
Proceeds (payment) of other long-term debt..... 132 (78)
----------- -----------
Net cash provided by (used in) financing
activities...................................... (27,520) 1,922
----------- -----------
Increase (decrease) in cash and cash
equivalents..................................... (34,038) 382
Cash and cash equivalents at beginning of
period.......................................... 89,957 1,357
----------- -----------
Cash and cash equivalents at end of period........ $ 55,919 $ 1,739
=========== ===========
See notes to condensed consolidated financial statements.
DELTATHREE.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000
1. Basis of Presentation
The unaudited condensed consolidated financial statements of
deltathree.com, Inc. and its subsidiaries (collectively, "the Company"), of
which these notes are a part, have been prepared in accordance with
generally accepted accounting principles for interim financial information
and pursuant to the instructions of Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for annual financial
statements. In the opinion of management of the Company, all adjustments
(consisting only of normal recurring accruals) considered necessary for a
fair presentation of the financial information have been included. The
results for the interim periods presented are not necessarily indicative of
the results that may be expected for any future period. The condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1999.
2. Accounting Policies
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which is
required to be adopted in fiscal years beginning after June 15, 2000.
Management does not anticipate that the adoption of this standard will have
a significant effect on earnings or the financial position of the Company.
3. Net Loss Per Share
The shares issuable upon the exercise of stock options and warrants are
excluded from the calculation of net loss per share as their effect would
be antidilutive.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the Consolidated Financial Statements and the Notes thereto
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999. This quarterly report on Form 10-Q contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements involve
risks and uncertainties and actual results could differ materially from
those discussed in the forward-looking statements. All forward-looking
statements and risk factors included in this document are made as of the
date hereof, based on information available to the Company as of the date
thereof, and the Company assumes no obligation to update any
forward-looking statement or risk factors.
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999
Revenues
Affiliates. Revenues from affiliates were $4.8 million for the three
months ended March 31, 2000 compared to $1.6 million for the three months
ended March 31, 1999, an increase of $3.2 million or 200%. The increase in
revenues from affiliates was due to an increase in sales of calling card
products through our affiliate RSL COM USA. Additionally, the increase in
sales to RSL COM was also facilitated by the growth in our network
resulting in our ability to provide additional capacity to RSL COM and an
increase in demand for our services from RSL COM offset by decreases in
prices.
Non-affiliates. Revenues from non-affiliates were $1.8 million for
the three months ended March 31, 2000 compared to $0.5 million for the
three months ended March 31, 1999, an increase of $1.3 million or 260%.
Revenues from carrier transmission services for telecommunications carriers
other than RSL COM were $534,361 for the three months ended March 31, 2000
compared to $146,333 for the three months ended March 31, 1999, an increase
of $388,028 or 265.2 %. The increase was due primarily to an increased
demand from a larger customer base. Revenues from enhanced IP
communications services were $1.2 million for the three months ended March
31, 2000 compared to $264,534 for the three months ended March 31, 1999, an
increase of $953,848 or 360.6%. The increase in revenues from enhanced IP
communications services was due to a greater number of PC-to-phone and
phone-to-phone calls being placed by an increasing user base.
Revenues from carrier transmission services to RSL COM and other
telecommunications carriers accounted for 33.6% and 83.7% of revenues for
the periods ended March 31, 2000 and March 31, 1999, respectively. Other
than RSL COM, no other customer accounted for greater than 5% of our
revenues during these periods. We expect that revenues from carrier
transmission services to RSL COM and other carriers will continue to
account for a majority of our revenues through at least the end of 2000.
Costs and Operating Expenses
Cost of revenues. Cost of revenues were $5.7 million for the three
months ended March 31, 2000 compared to $1.7 million for the three months
ended March 31, 1999. The increase in cost of revenues was due primarily to
an increase in the amount of traffic being terminated.
Research and development expenses. Research and development expenses
were $1.2 million for the three months ended March 31, 2000 compared to
$77,591 for the three months ended March 31, 1999. The increase in research
and development expenses was due to greater costs incurred in hiring
personnel to develop new services and enhancements to our existing
services.
Selling and marketing expenses. Selling and marketing expenses were
$4.9 million for the three months ended March 31, 2000 compared to $614,804
for the three months ended March 31, 1999, an increase of $4.3 million or
704.3%. The increase in selling and marketing expenses was due to a
significant increase in branding costs, promotional activities and
personnel to support the expansion of such marketing and promotional
activities.
General and administrative expenses. General and administrative
expenses (exclusive of non-cash compensation expenses) were $1.2 million
for the three months ended March 31, 2000 compared to $0.5 million for the
three months ended March 31, 1999, an increase of $0.7 million or 140%. The
increase in general and administrative expenses was primarily due to
additional personnel and increased occupancy costs. We expect that general
and administrative expenses will continue to increase as additional
personnel are recruited to support the Company's growth.
Non-cash compensation expenses. Non-cash compensation expenses were
$2.4 million for the three months ended March 31, 2000 compared to $232,264
for the three months ended March 31, 1999, an increase of $2.2 million or
932.4%. The increase in non-cash compensation expenses was due to the
amortization of costs incurred with the 1997, 1998 and 1999 grants of
options and warrants below the then fair market value.
Depreciation and amortization of goodwill. Depreciation and
amortization of goodwill was $968,540 for the three months ended March 31,
2000 compared to $757,879 for the three months ended March 31, 1999, an
increase of $210,661 or 27.8%. The increase in depreciation and
amortization of goodwill was due to the acquisition of YourDay.com, Inc. in
February 2000.
Loss from Operations
Loss from operations was $10.2 million for the three months ended
March 31, 2000 compared to $2.1 million for the three months ended March
31, 1999, an increase of $8.1 million or 385.7%. The increase in loss from
operations was due primarily to the increase in costs and operating
expenses, including non-cash compensation expense, sales and marketing
expenses and a decrease in prices we charged for carrier transmission
services. We expect to continue to incur losses for the foreseeable future.
Interest Income (Expense), Net
Interest income, net was $924,651 for the three months ended March
31, 2000 compared to interest expense of $168,103 for the three months
ended March 31, 1999, an increase of $1.1 million or 650.1%. The increase
in interest income was primarily due to interest earned on the remaining
proceeds from the Company's initial public offering. The Company incurs
interest expense in connection with its borrowings from RSL COM..
Net Loss
Net loss was $9.3 million for the three months ended March 31, 2000
compared to $2.3 million for the three months ended March 31, 1999, an
increase of $7.0 million or 304.3%. The increase in net loss was due to the
foregoing factors.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company had cash and cash equivalents of
approximately $55.9 million, marketable securities-available for sale of
approximately $36.2 million and working capital of approximately $75.3
million. The Company generated negative cash flow from operating activities
of approximately $4.3 million during the three months ended March 31, 2000
compared with negative cash flow from operating activities of $1.4 million
during the three months ended March 31, 1999. Accounts receivable were
approximately $1.0 million and $0.9 million at March 31, 2000 and March 31,
1999, respectively. Accounts receivable and accounts payable have increased
from period to period as the Company's business has grown.
The Company's capital expenditures increased from approximately
$162,337 in the three months ended March 31, 1999 compared to approximately
$2.2 million in the three months ended March 31, 2000, as the Company
expanded its domestic and international network infrastructure.
The Company registered 6,900,000 shares of its Class A common stock
on a Form S-1 registration statement, which became effective on November
22, 1999. The Company received net proceeds, after deducting underwriting
discounts and commissions and offering expenses, of approximately
$96,255,000 from the sale of 6,900,000 shares at the initial public
offering price of $15.00 per share on November 29, 1999.
The Company believes that its available cash and cash equivalents
will be sufficient to meet its working capital requirements, including
operating losses, and capital expenditure requirements for at least the
next 18 months, assuming the Company's business plan is implemented
successfully. Thereafter, the Company will be required to raise additional
funds. Additional financing may not be available when needed or, if
available, such financing may not be on terms favorable to the Company. If
additional funds are raised through the issuance of equity securities, the
Company's existing stockholders may experience significant dilution. In
addition, the indentures governing outstanding indebtedness of RSL COM
restrict the Company's ability to incur indebtedness. The Company also has
agreed with RSL COM not to incur any debt (other than inter-company debt)
without its written consent so long as the Company is a restricted
subsidiary of RSL COM. Those limitations may require the Company to resort
to other sources of funding, such as the issuance of equity, and the
Company may need to rely upon RSL COM to provide any additional capital to
meet its working capital and capital expenditure requirements, and the
Company cannot assure you that RSL COM or any other third party will be
willing or able to provide additional capital on favorable terms or at all.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Securities and Exchange Commission's rule related to market risk
disclosure requires that we describe and quantify our potential losses from
market risk sensitive instruments attributable to reasonably possible
market changes. Market risk sensitive instruments include all financial or
commodity instruments and other financial instruments (such as investments
and debt) that are sensitive to future changes in interest rates, currency
exchange rates, commodity prices or other market factors. We believe our
exposure to market risk is immaterial. We currently do not invest in, or
otherwise hold, for trading or other purposes, any financial instruments
subject to market risk.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 8, 1999, Aerotel, Ltd. and Aerotel U.S.A. commenced a suit
against us, RSL COM and an RSL COM subsidiary in the United States District
Court for the Southern District of New York. Aerotel alleges that we are
infringing on a patent issued to Aerotel in November 1987 by making, using,
selling and offering for sale prepaid telephone card products in the United
States. Aerotel seeks an injunction to stop us from using the technology
covered by this patent, monetary damages in an unspecified amount and
reimbursement of attorneys' fees. We have answered the complaint, and the
parties are currently engaged in pre-trial discovery. As we continue to
evaluate these claims, we believe that we have meritorious defenses to the
claims and we intend to defend the lawsuit vigorously. However, the outcome
of the litigation is inherently unpredictable and an unfavorable result may
have a material adverse effect on our business, financial condition and
results of operations. Regardless of the ultimate outcome, the litigation
could result in substantial expenses to us and significant diversion of
efforts by our managerial and other personnel.
We are not a party to any other material litigation and are not aware
of any other pending or threatened litigation that could have a material
adverse effect on us or our business taken as a whole.
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
Pursuant to an Agreement and Plan of Merger dated as of February 3,
2000, YourDay Acquisition Corp., our wholly-owned subsidiary, was merged
with and into YourDay.com, Inc. Pursuant to the merger, we issued 229,443
shares of common stock to stockholders of YourDay.com, Inc., in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) thereof.
On November 22, 1999, we offered 6,900,000 shares of our common stock
in an initial public offering. These shares were registered with the
Securities and Exchange Commission on a registration statement on Form S- 1
(file no. 333-86503), which became effective on November 22, 1999. We
received net proceeds of approximately $96,255,000 from the sale of
6,900,000 shares at the initial public offering price of $15.00 per share
after deducting underwriting commissions and discounts and expenses of
approximately $6,300,000. The managing underwriters for our initial public
offering were Lehman Brothers Inc., Merrill Lynch & Co., U.S. Bancorp Piper
Jaffray, Lazard Freres & Co. LLC and Fidelity Capital Markets.
As of the date of this report, we have used approximately $36 million
of the cash proceeds to purchase marketable securities. We have not
otherwise made any specific allocations with respect to the net proceeds
from our initial public offering. We expect that we will use the net
proceeds to be allocated as follows:
o approximately $20 million to fund marketing and promotional
activities
o approximately $10 million for capital expenditures
o the balance for general corporate purposes
The preceding allocations are only an estimate and the amounts that
we actually expend will depend upon several factors, including our
available cash, the success of our marketing and promotion activities and
the availability of new business opportunities. Pending use of the net
proceeds, we intend to invest the net proceeds in interest-bearing,
investment-grade instruments, certificates of deposit, or direct or
guaranteed obligations of the United States.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Company's security holders
during the first quarter of 2000.
ITEM 5. OTHER INFORMATION
Forward-Looking Statements
Certain matters discussed in this Report under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operation - Liquidity and Capital Resources" contain certain
forward-looking statements which involve risks and uncertainties and depend
upon certain assumptions, some of which may be beyond the Company's
control, including, but not limited to, changing market conditions,
competitive and regulatory matters (such as timing and extent of
deregulation of telecommunications market, the size and financial resources
of competitors, etc.), general economic conditions in the markets in which
the Company operates, as well as other risks referenced from time to time
in the Company's filings with the Securities and Exchange Commission, and,
accordingly, there can be no assurance with regard to such statements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
The following exhibits are filed herewith or are incorporated by
reference to exhibits previously filed with the Securities and Exchange
Commission.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1** Form of Amended and Restated Certificate of Incorporation of
deltathree.com, Inc.
3.2** Form of Amended and Restated By-laws of deltathree.com, Inc.
4.1** Specimen Certificate of Common Stock.
4.2** Specimen Certificate of Class B Common Stock.
4.3** Registration Rights Agreement dated September 1, 1999, between
RSL Communications, Ltd. and deltathree.com, Inc.
10.1** Amended and Restated Services Agreement by and between
RSL Communications, Ltd. and deltathree.com, Inc., dated
September 3, 1999.
10.2** Credit Facility dated September 1, 1999, between
RSL Communications, Ltd. and deltathree.com, Inc.
10.3** Form of deltathree.com, Inc. 1999 Stock Incentive Plan.
10.4** Form of deltathree.com, Inc. 1999 Employee Stock Purchase Plan.
10.5** Form of deltathree.com, Inc. 1999 Performance Incentive Plan.
10.6** Form of deltathree.com, Inc. 1999 Directors' Plan.
10.7** Employment Agreement effective as of April 1, 1999, between
Amos Sela and deltathree.com, Inc.
10.8** Employment Agreement effective as of April 1, 1999, between
Mark J. Hirschhorn and deltathree.com, Inc.
10.9** Employment Agreement effective as of April 1, 1999, between
Noam Bardin and deltathree.com, Inc.
10.10** Employment Agreement effective as of April 1, 1999, between
Shimmy Zimels and deltathree.com, Inc.
10.11** Employment Agreement effective as of April 1, 1999, between
Elie C. Wurtman and deltathree.com, Inc.
10.12** Employment Agreement effective as of April 1, 1999, between
Jacob A. Davidson and deltathree.com, Inc.
10.13** Investor Rights Agreement dated as of September 29, 1999
between Yahoo! Inc. and deltathree.com, Inc.
10.14** Form of warrant issued to Yahoo! Inc. on October 18, 1999.
10.15** Management Agreement dated as of November 1, 1999 between
deltathree.com, Inc. and RSL Communications, Ltd.
10.16** Amendment to Services Agreement by and between
RSL Communications, Ltd. and deltathree.com, Inc., dated
November 1, 1999.
10.17** Investor Rights Agreement dated as of October 20, 1999 between
CNET Investments, Inc. and deltathree.com, Inc.
10.18** Form of warrant issued to CNET Investments, Inc. on
October 20, 1999.
10.19** Intercompany Compliance Agreement dated as of November 1, 1999,
between RSL Communications, Ltd., RSL Communications PLC and
deltathree.com, Inc.
10.20** Development and Promotion Agreement effective as of
September 22, 1999 between CNET, Inc. and deltathree.com, Inc.
10.21** Form of Proposed Release and Indemnification Agreement between
RSL Communications, Ltd. and deltathree.com, Inc.
10.22 Agreement and Plan of Merger dated as of February 3, 2000 between
deltathree.com, Inc., YourDay Acquisition Corp., YourDay.com,
Inc. and SenseNet Inc.
- -----------
** Incorporated by reference to our registration statement on Form S-1
(Registration No. 333-86503).
(b) Reports on Form 8-K.
During the first quarter of 2000, the Company did not file any
reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Quarterly Report on Form 10-Q to be
signed on its behalf by the undersigned thereunto duly authorized.
DELTATHREE.COM, INC.
Date: May 15, 2000 By /s/ Mark Hirschhorn
------------------------------
Name: Mark Hirschhorn
Title: Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1** Form of Amended and Restated Certificate of Incorporation of
deltathree.com, Inc.
3.2** Form of Amended and Restated By-laws of deltathree.com, Inc.
4.1** Specimen Certificate of Common Stock.
4.2** Specimen Certificate of Class B Common Stock.
4.3** Registration Rights Agreement dated September 1, 1999, between
RSL Communications, Ltd. and deltathree.com, Inc.
10.1** Amended and Restated Services Agreement by and between
RSL Communications, Ltd. and deltathree.com, Inc., dated
September 3, 1999.
10.2** Credit Facility dated September 1, 1999, between
RSL Communications, Ltd. and deltathree.com, Inc.
10.3** Form of deltathree.com, Inc. 1999 Stock Incentive Plan.
10.4** Form of deltathree.com, Inc. 1999 Employee Stock Purchase Plan.
10.5** Form of deltathree.com, Inc. 1999 Performance Incentive Plan.
10.6** Form of deltathree.com, Inc. 1999 Directors' Plan.
10.7** Employment Agreement effective as of April 1, 1999, between
Amos Sela and deltathree.com, Inc.
10.8** Employment Agreement effective as of April 1, 1999, between
Mark J. Hirschhorn and deltathree.com, Inc.
10.9** Employment Agreement effective as of April 1, 1999, between
Noam Bardin and deltathree.com, Inc.
10.10** Employment Agreement effective as of April 1, 1999, between
Shimmy Zimels and deltathree.com, Inc.
10.11** Employment Agreement effective as of April 1, 1999, between
Elie C. Wurtman and deltathree.com, Inc.
10.12** Employment Agreement effective as of April 1, 1999, between
Jacob A. Davidson and deltathree.com, Inc.
10.13** Investor Rights Agreement dated as of September 29, 1999 between
Yahoo! Inc. and deltathree.com, Inc.
10.14** Form of warrant issued to Yahoo! Inc. on October 18, 1999.
10.15** Management Agreement dated as of November 1, 1999 between
deltathree.com, Inc. and RSL Communications, Ltd.
10.16** Amendment to Services Agreement by and between
RSL Communications, Ltd. and deltathree.com, Inc., dated
November 1, 1999.
10.17** Investor Rights Agreement dated as of October 20, 1999 between
CNET Investments, Inc. and deltathree.com, Inc.
10.18** Form of warrant issued to CNET Investments, Inc. on
October 20, 1999.
10.19** Intercompany Compliance Agreement dated as of November 1, 1999,
between RSL Communications, Ltd., RSL Communications PLC and
deltathree.com, Inc.
10.20** Development and Promotion Agreement effective as of
September 22, 1999 between CNET, Inc. and deltathree.com, Inc.
10.21** Form of Proposed Release and Indemnification Agreement between
RSL Communications, Ltd. and deltathree.com, Inc.
10.22 Agreement and Plan of Merger dated as of February 3, 2000 between
deltathree.com, Inc., YourDay Acquisition Corp., YourDay.com,
Inc. and SenseNet Inc.
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** Incorporated by reference to our registration statement on Form S-1
(Registration No. 333-86503).