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, 2001
Commission file number 000-28063
DELTATHREE, 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.)
75 Broad Street 10004
New York, New York (Zip code)
(Address of principal executive offices)
(212) 500-4850
(Registrant's telephone number, including area code)
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 10, 2001, the registrant had 9,486,954 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, INC.
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2001 (Unaudited)
and December 31, 2000.........................................................................................1
Condensed Consolidated Statements of Operations for the Three Months Ended
March 31, 2001 (Unaudited) and March 31, 2000 (Unaudited).....................................................2
Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2001 (Unaudited) and March 31, 2000 (Unaudited).....................................................3
Notes to Condensed Consolidated Financial Statements..............................................................4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................5
Item 3. Quantitative and Qualitative Disclosures About Market Risk...............................................7
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings........................................................................................9
Item 2. Change in Securities and Use of Proceeds.................................................................9
Item 4. Submission of Matters to a Vote of Security Holders......................................................9
Item 5. Other Information........................................................................................9
Item 6. Exhibits and Reports on Form 8-K........................................................................11
Signatures.......................................................................................................13
Exhibit Index....................................................................................................14
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
DELTATHREE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of As of
March 31, December 31,
2001 2000
(unaudited)
----------- ----------
($ IN THOUSANDS)
ASSETS
Current assets:
Cash and cash equivalents................................. $16,453 $ 20,857
Short-term investments.................................... 28,222 30,542
Accounts receivable, net ................................. 2,891 3,245
Due from affiliates ...................................... 1,106 331
Prepaid expenses and other current assets ................ 2,009 2,084
------- --------
Total current assets.................................. 50,681 57,059
------- --------
Property and equipment, Net. ............................... 21,353 22,270
------- --------
Goodwill, net .............................................. 5,667 6,425
------- --------
Deposits.................................................... 449 415
------- --------
Total assets.............................................. $78,150 $86,169
======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... 6,041 5,236
Due to affiliates ........................................ 2,772 2,721
Deferred revenues......................................... 233 251
Other current liabilities ................................ 4,148 5,313
------- --------
Total current liabilities............................. 13,194 13,521
------- --------
Long-term liabilities:
Severance pay obligations ................................ 198 169
------- --------
Total liabilities..................................... 13,392 13,690
------- --------
Commitments and contingencies
Stockholders' 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................................ 166,733 166,733
Deferred compensation..................................... (2,320) (2,588)
Accumulated deficit....................................... (99,684) (91,695)
------- --------
Total stockholder's equity............................ 64,758 72,479
------- --------
Total liabilities and stockholder's equity............ $78,150 $86,169
======= ========
See notes to condensed consolidated
financial statements.
DELTATHREE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED
MARCH 31,
-------------------------
2001 2000
(unaudited)
----------- -----------
($ IN THOUSANDS EXCEPT SHARE DATA)
Revenues:
Affiliates..................................... 1,446 4,758
Non-affiliates................................. 4,580 1,812
----------- -----------
Total revenues............................ 6,026 6,570
Costs and operating expenses:
Cost of revenues, net............................ 5,339 5,689
Research and development expenses, net........... 1,836 1,202
Selling and marketing expenses................... 3,214 4,945
General and administrative expenses (exclusive of
Non-cash compensation expense shown below).... 2,050 1,167
Non-cash compensation expense.................... 268 2,398
Depreciation and amortization.................... 1,971 1,353
----------- -----------
Total costs and operating expenses........ 14,678 16,754
----------- -----------
Loss from operations................................ (8,652) (10,184)
Income taxes........................................ (69) -
Interest income (expense), net...................... 732 925
----------- -----------
Net loss............................................ $ (7,989) $ (9,259)
=========== ===========
Net loss per share--basic and diluted............... $ (0.27) $ (0.32)
Weighted average shares outstanding-basic
and diluted....................................... 29,056,413 28,715,329
See notes to condensed
consolidated financial statements.
DELTATHREE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED
MARCH 31,
-------------------------
2001 2000
(unaudited)
----------- -----------
($ IN THOUSANDS EXCEPT SHARE DATA)
Cash flows from operating activities:
Net loss.......................................... $ (7,989) $ (9,259)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization.................. 1,970 1,353
Amortization of deferred compensation.......... 268 2,398
Write-down of investment....................... - (6)
Capital loss, net. ............................ 5 -
Increase in liability for severance pay........ 29 115
Provision for losses on accounts receivable.... 563 (18)
Changes in assets and liabilities:
Increase in accounts receivable................ (209) (158)
Decrease (increase) in other current assets
and due from affiliates...................... (700) 1,395
Increase in accounts payable................... 805 52
Increase (decrease) in deferred revenues....... (18) 109
Increase (decrease) in current liabilities
and due to affiliates........................ (1,114) (239)
----------- -----------
1,599 5,001
----------- -----------
Net cash used in operating activities............. (6,390) (4,258)
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment............. (754) (1,895)
Proceeds from disposal of property and
equipment.................................... 454 28
Increase in deposits........................... (34) (393)
----------- -----------
Net cash used in investing activities............. (334) (2,260)
----------- -----------
Cash flows from financing activities:
Decrease (increase) in short-term investments.. 2,320 (24,907)
Payments of short-term debt from affiliates.... -- (2,607)
Expenses relating to share issuance in 1999.... -- (272)
Proceeds from exercise of employee options..... -- 134
Proceeds of other long-term debt............... -- 132
----------- -----------
Net cash provided by (used in) financing
activities...................................... 2,320 (27,520)
----------- -----------
Increase (decrease) in cash and cash
equivalents..................................... (4,404) (34,038)
Cash and cash equivalents at beginning of
period.......................................... 20,857 89,957
----------- -----------
Cash and cash equivalents at end of period........ $ 16,453 $ 55,919
=========== ===========
See notes to condensed consolidated
financial statements.
DELTATHREE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The unaudited condensed consolidated financial statements of
deltathree, 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, 2000.
2. 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, 2000. 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, 2001 Compared to Three Months Ended March 31, 2000
Revenues
Affiliates. Revenues from affiliates were $1.4 million for the
three months ended March 31, 2001 compared to $4.8 million for the three
months ended March 31, 2000, a decrease of $3.3 million or 69.6%. The
decrease in revenues from affiliates was due to an decrease in sales of
calling card products through our affiliate RSL COM USA.
Non-affiliates. Revenues from non-affiliates were $4.6 million for
the three months ended March 31, 2001 compared to $1.8 million for the
three months ended March 31, 2000, an increase of $2.8 million or 152.8%.
Revenues from carrier transmission services for telecommunications carriers
other than RSL COM were approximately $0.8 million for the three months
ended March 31, 2001 compared to approximately $0.5 million for the three
months ended March 31, 2000, an increase of approximately $0.3 million or
43.2%. The increase was primarily due to an increased demand from a larger
customer base. Revenues from enhanced IP communications services were $3.3
million for the three months ended March 31, 2001 compared to $1.2 million
for the three months ended March 31, 2000, an increase of $2.1 million or
175%. The increase in revenues from enhanced IP communications services was
due to integration and other service fees received from partners in our
Hosted Communications Solution as well as 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 30.5% and 33.6% of revenues for
the periods ended March 31, 2001 and March 31, 2000, respectively. As
revenues from the Company's enhanced IP communication services continue to
grow as a percentage of total revenue, we expect that its revenues from
carrier transmission services will continue to account for a declining
percentage of its revenues. Other than RSL COM, no other customer accounted
for greater than 10% of the Company's revenues during these periods.
Costs and Operating Expenses
Cost of revenues. Cost of revenues were $5.3 million for the three
months ended March 31, 2001 compared to $5.7 million for the three months
ended March 31, 2000. The decrease in cost of revenues was due primarily to
a decrease in the amount of traffic being terminated.
Research and development expenses. Research and development
expenses were $1.8 million for the three months ended March 31, 2001
compared to $1.2 million for the three months ended March 31, 2000. The
increase in research and development expenses was due to greater costs
incurred in hiring additional personnel to develop new services and
enhancements to our existing services.
Selling and marketing expenses. Selling and marketing expenses
were $3.2 million for the three months ended March 31, 2001 compared to
$4.9 million for the three months ended March 31, 2000, a decrease of $1.7
million or 35%. The decrease in selling and marketing expenses was due to a
significant decrease in branding and promotional activities.
General and administrative expenses. General and administrative
expenses (exclusive of non-cash compensation expenses) were $2.1 million
for the three months ended March 31, 2001 compared to $1.2 million for the
three months ended March 31, 2000, an increase of $0.9 million or 75.7%.
The increase in general and administrative expenses was primarily due to
hiring additional personnel and increased occupancy costs.
Non-cash compensation expenses. Non-cash compensation expenses
were approximately $0.3 million for the three months ended March 31, 2001
compared to $2.4 million for the three months ended March 31, 2000, a
decrease of $2.1 million or 88.8%. The decrease in non-cash compensation
expenses was due to the completed amortization of costs incurred during
1997. Remaining amortization of costs related to the 1998 and 1999 grants
of options and warrants below the then fair market value will continue to
be reflected in future financial statements.
Depreciation and amortization of goodwill. Depreciation and
amortization of goodwill was $2.0 million for the three months ended March
31, 2001 compared to $1.4 million for the three months ended March 31,
2000, an increase of $0.6 million or 45.7%. The increase in depreciation
and amortization of goodwill was due to the continued increase in our fixed
assets.
Loss from Operations
Loss from operations was $8.7 million for the three months ended
March 31, 2001 compared to $10.2 million for the three months ended March
31, 2000, a decrease of $1.5 million or 15%. The decrease in loss from
operations was due primarily to the decrease in costs and operating
expenses, including non-cash compensation expenses and sales and marketing
expenses. The Company expects to continue to incur losses for the
foreseeable future.
Interest Income (Expense), Net
Interest income, net was $0.7 million for the three months ended
March 31, 2001 compared to interest income, net of $0.9 million for the
three months ended March 31, 2000, a decrease of $0.2 million. The decrease
in interest income was primarily due to interest earned on the remaining
proceeds from the Company's initial public offering.
Net Loss
Net loss was $8.0 million for the three months ended March 31,
2001 compared to $9.3 million for the three months ended March 31, 2000, a
decrease of $1.3 million or 13.7%. The decrease in net loss was due to the
foregoing factors.
Liquidity and Capital Resources
As of March 31, 2001, the Company had cash and cash equivalents of
approximately $16.5 million, marketable securities and other short-term
investments of approximately $28.2 million and working capital of
approximately $37.5 million. The Company generated negative cash flow from
operating activities of approximately $6.4 million during the three months
ended March 31, 2001 compared with negative cash flow from operating
activities of $4.3 million during the three months ended March 31, 2000.
Accounts receivable were approximately $2.9 million and $1.0 million at
March 31, 2001 and March 31, 2000, respectively. Accounts receivable and
accounts payable have increased from period to period as the Company's
business has grown.
The Company's capital expenditures decreased from approximately
$1.9 million in the three months ended March 31, 2000 compared to
approximately $0.8 million in the three months ended March 31, 2001, as the
Company continued to optimize 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 fiscal year, assuming that the Company's business plan is implemented
successfully. Thereafter, the Company may 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. In March 2001, RSL COM and certain of its
subsidiaries commenced insolvency proceedings, and other RSL COM
subsidiaries filed to reorganize under Chapter 11 of the U.S. Bankruptcy
Code. The effect of the outcome of these proceedings on RSL COM's and the
Company's obligations under the indentures remains uncertain. Those
limitations may require the Company to resort to other sources of funding,
such as the issuance of equity and the Company cannot assure you that any
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 the Company describe and quantify its
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. The Company believes its exposure to market risk is
immaterial. The Company currently does 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 the Company, RSL COM and an RSL COM subsidiary in the United
States District Court for the Southern District of New York. Aerotel
alleges that the Company is 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 the Company from using the technology covered by this patent,
monetary damages in an unspecified amount and reimbursement of attorneys'
fees. The Company has answered the complaint, and the parties are currently
engaged in pre-trial discovery. As the Company continues to evaluate these
claims, it believes that it has meritorious defenses to the claims and the
Company intends 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 the Company's business, financial
condition and results of operations. Regardless of the ultimate outcome,
the litigation could result in substantial expenses to the Company and
significant diversion of efforts by the Company's managerial and other
personnel.
The Company is not a party to any other material litigation and it
is not aware of any other pending or threatened litigation that could have
a material adverse effect on the Company or its business taken as a whole.
Item 2. Change in Securities and Use of Proceeds
On November 22, 1999, the Company offered 6,900,000 shares of its
Class A 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. The Company 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 the 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 March 31, 2001, the Company had used approximately $24
million of the net proceeds for sales, marketing and promotional
activities, $15 million for capital expenditures and $7 million for general
corporate purposes. Pending use of the remaining net proceeds, the Company
has invested the remaining 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 2001.
Item 5. Other Information
(a) 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, uncertainty of financial estimates
and projections, the competitive environment for Internet telephony, the
Company's limited operating history, changes of rates of all related
telecommunications services, the level and rate of customer acceptance of
new products and services, legislation that may affect the Internet
telephony industry, rapid technological changes, 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. 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.
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
3.1.1* Form of Restated Certificate of Incorporation of deltathree, Inc.
3.1.2**** Form of Amendment to Restated Certificate of Incorporation of deltathree, Inc.
3.2* Form of Amended and Restated By-laws of deltathree, 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, Inc.
10.1* Amended and Restated Services Agreement, dated September 3, 1999, between RSL Communications, Ltd. and deltathree,
Inc.
10.3* Form of deltathree, Inc. 1999 Stock Incentive Plan.
10.4* Form of deltathree, Inc. 1999 Employee Stock Purchase Plan.
10.5* Form of deltathree, Inc. 1999 Performance Incentive Plan.
10.6* Form of deltathree, Inc. 1999 Directors' Plan.
10.7* Employment Agreement, effective as of April 1, 1999, between Noam Bardin and deltathree, Inc.
10.8*** Amendment No. 1 to Employment Agreement, effective as of June 1, 2000, between Noam Bardin and deltathree, Inc.
10.9* Employment Agreement, effective as of April 1, 1999, between Shimmy Zimels and deltathree, Inc.
10.10*** Amendment No. 1 to Employment Agreement, effective as of June 1, 2000, between Shimmy Zimels and deltathree, Inc.
10.11*** Employment Agreement, effective as of May 30, 2000, between Mark Gazit and deltathree, Inc.
10.12*** Amendment No. 1 to Employment Agreement, effective as of June 1, 2000, between Mark Gazit and deltathree, Inc.
10.13*** Employment Agreement, effective as of August 28, 2000, between Paul White and deltathree, Inc.
10.15* Investor Rights Agreement, dated as of September 29, 1999, between Yahoo! Inc. and deltathree, Inc.
10.16* Form of Warrant issued to Yahoo! Inc on October 18, 1999.
10.17* Management Agreement, dated as of November 1, 1999, between deltathree, Inc. and RSL Communications, Ltd.
10.18* Amendment to Services Agreement by and between RSL Communications, Ltd. and deltathree, Inc., dated November 1,
1999.
10.19* Investor Rights Agreement dated as of October 20, 1999 between CNET Investments, Inc. and deltathree, Inc.
10.20* Form of Warrant issued to CNET Investments, Inc. on October 20, 1999.
10.21* Intercompany Compliance Agreement, dated as of November 1, 1999, between RSL Communications, Ltd., RSL
Communications PLC and deltathree, Inc.
10.22* Development and Promotion Agreement, effective as of September 22, 1999, between CNET, Inc. and deltathree, Inc.
10.23* Form of Proposed Release and Indemnification Agreement between RSL Communications, Ltd. and deltathree, Inc.
10.24** Agreement and Plan of Merger, dated as of February 3, 2000, between deltathree, Inc., YourDay Acquisition Corp.,
YourDay.com, Inc. and SenseNet Inc.
- --------------
* Incorporated by reference to the Company's registration statement on Form
S-1 (Registration No. 333-86503).
** Incorporated by reference to the
Company's quarterly report on Form 10-Q filed on May 15, 2000.
*** Incorporated by reference to the Company's quarterly report on Form 10-Q
filed on November 14, 2000.
**** Incorporated by reference to the Company's
annual report on Form 10-K/A filed on April 30, 2001.
(b) Reports on Form 8-K.
During the fiscal quarter ended March 31, 2001, 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, INC.
Date: May 14, 2001 By: /s/ Paul C. White
----------------------------
Name: Paul C. White
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
3.1.1* Form of Restated Certificate of Incorporation of deltathree, Inc.
3.1.2**** Form of Amendment to Restated Certificate of Incorporation of deltathree, Inc.
3.2* Form of Amended and Restated By-laws of deltathree, 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, Inc.
10.1* Amended and Restated Services Agreement, dated September 3, 1999, between RSL Communications, Ltd. and deltathree,
Inc.
10.3* Form of deltathree, Inc. 1999 Stock Incentive Plan.
10.4* Form of deltathree, Inc. 1999 Employee Stock Purchase Plan.
10.5* Form of deltathree, Inc. 1999 Performance Incentive Plan.
10.6* Form of deltathree, Inc. 1999 Directors' Plan.
10.7* Employment Agreement, effective as of April 1, 1999, between Noam Bardin and deltathree, Inc.
10.8*** Amendment No. 1 to Employment Agreement, effective as of June 1, 2000, between Noam Bardin and deltathree, Inc.
10.9* Employment Agreement, effective as of April 1, 1999, between Shimmy Zimels and deltathree, Inc.
10.10*** Amendment No. 1 to Employment Agreement, effective as of June 1, 2000, between Shimmy Zimels and deltathree, Inc.
10.11*** Employment Agreement, effective as of May 30, 2000, between Mark Gazit and deltathree, Inc.
10.12*** Amendment No. 1 to Employment Agreement, effective as of June 1, 2000, between Mark Gazit and deltathree, Inc.
10.13*** Employment Agreement, effective as of August 28, 2000, between Paul White and deltathree, Inc.
10.15* Investor Rights Agreement, dated as of September 29, 1999, between Yahoo! Inc. and deltathree, Inc.
10.16* Form of Warrant issued to Yahoo! Inc on October 18, 1999.
10.17* Management Agreement, dated as of November 1, 1999, between deltathree, Inc. and RSL Communications, Ltd.
10.18* Amendment to Services Agreement by and between RSL Communications, Ltd. and deltathree, Inc., dated November 1,
1999.
10.19* Investor Rights Agreement dated as of October 20, 1999 between CNET Investments, Inc. and deltathree, Inc.
10.20* Form of Warrant issued to CNET Investments, Inc. on October 20, 1999.
10.21* Intercompany Compliance Agreement, dated as of November 1, 1999, between RSL Communications, Ltd., RSL
Communications PLC and deltathree, Inc.
10.22* Development and Promotion Agreement, effective as of September 22, 1999, between CNET, Inc. and deltathree, Inc.
10.23* Form of Proposed Release and Indemnification Agreement between RSL Communications, Ltd. and deltathree, Inc.
10.24** Agreement and Plan of Merger, dated as of February 3, 2000, between deltathree, Inc., YourDay Acquisition Corp.,
YourDay.com, Inc. and SenseNet Inc.
- --------------
* Incorporated by reference to the Company's registration statement on Form
S-1 (Registration No. 333-86503).
** Incorporated by reference to the
Company's quarterly report on Form 10-Q filed on May 15, 2000.
*** Incorporated by reference to the Company's quarterly report on Form 10-Q
filed on November 14, 2000.
**** Incorporated by reference to the Company's
annual report on Form 10-K/A filed on April 30, 2001.