As filed with the Securities and Exchange Commission on February 25, 1999
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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LATITUDE COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 5045 94-3177392
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification Number)
Incorporation or
Organization)
2121 Tasman Drive
Santa Clara, CA 95054
(408) 988-7200
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
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Emil C.W. Wang
President and Chief Executive Officer
Latitude Communications, Inc.
2121 Tasman Drive
Santa Clara, CA 95054
(408) 988-7200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Mark A. Medearis Jeffrey D. Saper
Edward Y. Kim Selim Day
Anita Vasudevan Ava M. Hahn
VENTURE LAW GROUP WILSON SONSINI GOODRICH & ROSATI
A Professional Corporation Professional Corporation
2800 Sand Hill Road 650 Page Mill Road
Menlo Park, CA 94025 Palo Alto, CA 94304
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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 of
1933, 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, 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,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum
Aggregate Amount Of
Title Of Each Class of Offering Registration
Securities To Be Registered Price(1) Fee
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Common stock, par value $.001 per share............... $41,400,000 $11,510
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a) and Rule 457(o) under the
Securities Act.
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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 this 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 an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED FEBRUARY 25, 1999
Shares
[LOGO]
Latitude Communications, Inc.
Common Stock
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Prior to this offering, there has been no public market for the common
stock. The initial public offering price of the common stock is
expected to be between $ and $ per share. We have made
application to list the common stock on The Nasdaq Stock
Market's National Market under the symbol "LATD."
We have granted the underwriters an option to purchase a maximum of
additional shares to cover over-allotments of shares.
Investing in the common stock involves certain risks. See "Risk Factors"
starting on page 5.
Underwriting
Price to Discounts and Proceeds to
Public Commissions Latitude
------------ ------------- ------------
Per Share.................................. $ $ $
Total...................................... $ $ $
Delivery of the shares of common stock will be made on or about , 1999,
against payment in immediately available funds.
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
Hambrecht & Quist
Dain Rauscher Wessels
a division of
Dain Rauscher
Incorporated
Prospectus dated , 1999
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TABLE OF CONTENTS
Page
----
Prospectus Summary....................................................... 3
Risk Factors............................................................. 5
Use of Proceeds.......................................................... 15
Dividend Policy.......................................................... 15
Certain Information...................................................... 15
Capitalization........................................................... 16
Dilution................................................................. 17
Selected Consolidated Financial Data..................................... 18
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 19
Page
----
Business................................................................... 29
Management................................................................. 42
Certain Transactions....................................................... 52
Principal Stockholders..................................................... 53
Description of Capital Stock............................................... 55
Shares Eligible for Future Sale............................................ 58
Additional Information..................................................... 59
Underwriting............................................................... 60
Notice to Canadian Residents............................................... 62
Legal Matters.............................................................. 63
Experts.................................................................... 63
Index to Financial Statements.............................................. F-1
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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
information that is different. 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.
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Dealer Prospectus Delivery Obligation
Until , 1999 (25 days after the commencement of this offering), 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
dealer's obligation to deliver a prospectus when acting as an underwriter and
with respect to unsold allotments or subscriptions.
"MeetingPlace" is a registered trademark of Latitude, and "Latitude,"
"Latitude Communications," the Latitude logo, "MeetingNotes" and "MeetingTime"
are trademarks of Latitude. This prospectus also includes trademarks and
service marks owned by other companies.
2
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all the information you
should consider before buying shares in this offering. You should read the
entire prospectus carefully.
Except as otherwise indicated, all information in this prospectus is based
on the following assumptions: (a) a three-for-two split of the common stock
prior to the effectiveness of this offering; (b) the conversion of each
outstanding share of convertible preferred stock into one share of common stock
immediately prior to the completion of this offering; (c) no exercise of the
underwriters' over-allotment option; (d) our reincorporation in Delaware prior
to the effectiveness of this offering; and (e) the filing of our amended and
restated certificate of incorporation upon completion of this offering.
Latitude Communications, Inc.
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We are a leading provider of integrated voice and data conferencing
solutions for geographically dispersed organizations. We develop, market and
support our MeetingPlace system, which allows companies to conduct "virtual"
meetings and thereby extend real-time decision making processes irrespective of
the geographic location of participants. With MeetingPlace, participants can
schedule and attend a meeting, share and edit documents, and capture and
retrieve meeting content. MeetingPlace is designed to be an enterprise-wide
resource and to leverage existing technologies such as telephones, cellular
phones and personal computers. Moreover, we expect the dramatic growth in web
browsers and collaborative software applications to drive data conferencing as
an important business application of the Internet.
MeetingPlace consists of three components: (a) the MeetingPlace conference
server; (b) MeetingPlace software; and (c) system integration options.
MeetingPlace incorporates many easy-to-use features that allow participants to
emulate the voice and data collaboration that occurs in a face-to-face meeting,
such as breakout sessions, roll calls and meeting handouts. MeetingPlace
provides simultaneous voice and data conferencing and the ability to record and
access meeting content while lowering the enterprise's overall conferencing
costs.
Our objective is to make MeetingPlace a standard communications tool within
an enterprise. To achieve this objective, we intend to establish MeetingPlace
as a ubiquitous desktop application by continuing to integrate it seamlessly
with a wide array of enterprise software, including browsers and collaborative
software applications. We also intend to aggressively leverage our installed
customer base to increase market penetration, leverage our technological
expertise to address significant market opportunities and develop partnerships
to expand our distribution channels. Furthermore, we expect to continue to
provide our customers with a range of value-added consulting services to
promote broad deployment within their organizations.
We began commercial shipment of MeetingPlace in December 1994 and, as of
December 31, 1998, had over 200 customers. In addition to enterprise-wide
general deployment, customers have purchased and used MeetingPlace for a
variety of specific business applications, including morning brokerage calls,
crisis management, training and education, customer and client services, supply
chain management and merger integration. Furthermore, over 60% of our customers
have purchased additional products or services after their initial system
installations. MeetingPlace has been installed in some of the world's leading
enterprises, including 3Com, Aetna, Cisco, Credit Suisse First Boston, Hewlett-
Packard, Honeywell, Merrill Lynch, Microsoft, Oracle, State Farm Insurance,
Union Pacific Railroad and the U.S. Federal Reserve Bank.
We were originally incorporated in California under the name "Convene
Communications, Inc." in April 1993 and changed our name to "Latitude
Communications, Inc." in July 1993. Our address is 2121 Tasman Drive, Santa
Clara, California 95054, and our telephone number is (408) 988-7200.
3
The Offering
Common stock offered........................ shares
Common stock to be outstanding after this
offering................................... shares
Use of proceeds............................. For general corporate purposes,
including working capital,
capital expenditures, geographic
expansion and additional sales
and marketing efforts.
Proposed Nasdaq National Market symbol...... LATD
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This table is based on shares outstanding as of December 31, 1998. This table
excludes:
. 1,352,496 shares subject to outstanding options at a weighted average
exercise price of $2.24 as of December 31, 1998, and 233,868 shares of
common stock available for future issuance under our 1993 Stock Plan;
. 134,386 shares of common stock reserved for issuance on the exercise of
outstanding warrants, at a weighted average price of $1.05 per share as
of December 31, 1998;
. 2,700,000 shares of common stock available for issuance under our 1999
Stock Plan;
. 250,000 shares of common stock available for issuance under our 1999
Directors' Stock Option Plan; and
. 500,000 shares of common stock available for issuance under our 1999
Employee Stock Purchase Plan.
Summary Consolidated Financial Data
(In thousands, except per share data)
Years ended
April 7, 1993 (date December 31,
of inception) to -------------------------
December 31, 1995 1996 1997 1998
------------------- ------- ------- -------
Consolidated Statement of Opera-
tions Data:
Revenue:
Product ...................... $1,477 $ 5,103 $10,620 $16,506
Service....................... 148 943 2,312 4,545
------ ------- ------- -------
Total revenue............... 1,625 6,046 12,932 21,051
Gross profit.................... 683 3,877 8,969 15,094
Operating income (loss)......... (8,822) (4,390) (2,206) 778
Net income (loss)............... (8,547) (4,252) (2,229) 703
Net income (loss) per share--
basic.......................... $ (2.02) $ (0.78) $ 0.21
Shares used in per share
calculation--basic............. 2,110 2,850 3,279
Net income (loss) per share--
diluted........................ $ (2.02) $ (0.78) $ 0.04
Shares used in per share
calculation--diluted........... 2,110 2,850 16,635
December 31, 1998
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Actual As Adjusted
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Consolidated Balance Sheet Data:
Cash and cash equivalents.................................. $ 3,982 $
Working capital............................................ 4,470
Total assets............................................... 11,870
Long-term obligations...................................... 838
Total stockholders' equity................................. 4,785
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See Note 2 of Notes to Consolidated Financial Statements for an explanation
of the determination of the number of shares used in computing per share data.
The as adjusted numbers in the table above are adjusted to give effect to
receipt of the net proceeds from the sale of shares of common stock offered
by us at an assumed offering price of $ per share after deducting the
estimated underwriting discounts and commissions and estimated offering
expenses payable by us. See also "Use of Proceeds," "Capitalization" and
"Underwriting."
4
RISK FACTORS
You should carefully consider the following risks in addition to the
remainder of this prospectus before purchasing our common stock. The risks and
uncertainties described below are not the only ones that we face. Additional
risks and uncertainties not presently known to us or that we currently deem
immaterial also may impair our business operations.
We have a limited operating history.
We commenced operations in May 1993 and commercially released the first
version of our MeetingPlace system in December 1994. Accordingly, we have a
limited operating history on which you can base your evaluation of our
business and prospects. Our prospects must be considered in light of the risks
and uncertainties encountered by companies in the early stages of development,
including:
. our substantial dependence on our MeetingPlace products, which have
limited market acceptance;
. our need to expand our marketing, sales and support organizations;
. our unproven ability to anticipate and respond to market competition;
. our ability to retain existing customers;
. the degree to which our customers perceive that our products are secure
and reliable;
. the market's acceptance of integrated real-time voice and data
conferencing; and
. our dependence on key personnel.
To address these risks and uncertainties, we must, among other things, do
the following:
. successfully market our products and services to new and existing
customers;
. attract, integrate and retain qualified personnel;
. adequately respond to competitive developments; and
. successfully introduce enhancements to our existing products to
incorporate new technologies or standards.
We cannot assure you that we will successfully address any of these risks
and uncertainties.
Our future profitability is uncertain.
As of December 31, 1998, we had an accumulated deficit of approximately
$14.3 million. We first achieved profitability during the fourth quarter of
1997. Although our revenue has grown in recent quarters, we cannot be certain
that our revenue will continue to grow or that we will maintain profitability
in the future. We expect to continue to incur significant product development,
sales and marketing, and administrative expenses. As a result, we will need to
generate significant revenue to sustain profitability. Because our product
market is new and evolving, we cannot accurately predict the future growth
rate, if any, or the ultimate size of our market. Our ability to increase
revenue and sustain profitability also depends on a number of factors outside
our control, including the extent to which:
. our products are able to gain market acceptance;
. our competitors develop competing products;
. we are able to maintain the average selling price of our products; and
. our distributors and other marketing partners dedicate resources to
selling our products.
As a result, we may not be able to increase revenue or achieve
profitability on a quarterly or annual basis.
5
Our operating results may fluctuate significantly.
Our operating results are difficult to predict and are likely to fluctuate
significantly on a quarterly and an annual basis due to a number of factors,
many of which are outside of our control. These factors include, but are not
limited to, the following:
. the amount and timing of our revenue;
. the lengthiness and unpredictability of our sales cycle;
. potential delays we may encounter in introducing new products and
services;
. changes in our mix of revenues generated from product sales and services;
. changes by existing customers in their levels of purchases of our
products and services;
. changes in our mix of sales channels through which our products and
services are sold; and
. changes in our mix of domestic and international sales.
The amount and timing of our operating expenses will vary from quarter to
quarter, depending on the level of actual and anticipated business activities.
In addition, a significant portion of our expenses, such as employee base
compensation and rent, are relatively fixed. As a result, any shortfall in
revenue could cause significant changes in our quarterly operating results.
Orders at the beginning of each quarter typically do not equal expected
revenue for that quarter. In addition, a significant portion of our orders are
received in the last month of each fiscal quarter. Accordingly, we are
dependent upon obtaining orders in a quarter for shipment in the same quarter
to achieve our revenue objectives. If we fail to ship products by the end of a
quarter in which the order is received, or if our prospective customers delay
their orders or delivery schedules until the following quarter, we may fail to
meet our revenue objectives, which may adversely impact our operating results.
Our quarterly revenue and operating results are difficult to forecast, and
we believe that period-to-period comparisons of our operating results will not
necessarily be meaningful. As a result, you should not rely upon them as an
indication of future performance. It is likely that our future quarterly
operating results from time to time will not meet the expectations of security
analysts or investors. If this occurs, the price of the common stock would
likely decline.
Our market is highly competitive.
We compete in a market that is highly competitive and rapidly changing. We
expect competition to persist and intensify in the future. We face competition
from a number of different sources. Currently, our principal competitors
include:
. major telecommunications carriers that operate service bureaus for voice
conferencing, such as AT&T Corp., MCI Worldcom, Inc. and Sprint
Corporation;
. private branch exchange, or PBX, vendors that sell systems with voice
conferencing capabilities, such as Lucent Technologies Inc. and Nortel
Networks;
. providers of video conferencing systems such as PictureTel Corporation,
Pinnacle Data Systems Incorporated and 8x8, Inc.; and
. smaller start-up companies that offer web-based voice and data
conferencing products.
In addition, we anticipate that, in the future, we may experience
competition from potential competitors that include:
. networking companies, such as Cisco Systems, Inc., 3Com Corporation,
Lucent Technologies Inc. and Nortel Networks that are currently focusing
on providing hardware to enable voice over IP applications and that may
offer voice and data conferencing functionality at a cost lower than ours
or at no cost; and
. collaborative software providers, such as Microsoft Corporation and Lotus
Development Corporation, that are currently focusing on data conferencing
products and that may in the future incorporate voice conferencing
functionality into their products at little or no incremental charge to
their customers.
6
Many of these companies have longer operating histories, stronger brand
names and significantly greater financial, technical, marketing and other
resources than we do. These companies also may have existing relationships with
many of our prospective customers. In addition, these companies may be able to
respond more quickly than we can to new or emerging technologies and changes in
customer requirements.
New competitors may emerge and rapidly acquire significant market share.
Competitive pressure, including any reduction in the cost of voice conferencing
services provided by service bureaus, may make it difficult for us to acquire
and retain customers and may require us to reduce the price of our products and
services.
We cannot assure you that we will be able to compete successfully with
existing or new competitors. If we fail to compete successfully against current
or future competitors, our business could suffer. See "Business--Competition."
Our market is in an early stage of development.
The market for integrated real-time voice and data conferencing is
relatively new and rapidly evolving. In contrast, stand-alone voice
conferencing is a well established and widely used communication tool. Our
ability to remain profitable depends in large part on the widespread adoption
by end users of real-time voice and data conferencing. We do not know whether
the market we have targeted will accept our products. Accordingly, we will have
to devote substantial resources to educate prospective customers about the uses
and benefits of our products. In addition, businesses that have invested
substantial resources in other conferencing products may be reluctant or slow
to adopt our products, which might replace or compete with their existing
systems. Our efforts to educate potential customers may not result in our
products achieving market acceptance. If the market for our products fails to
grow or grows more slowly than we anticipate, our business could suffer.
Our market is subject to rapid technological change.
The market in which we compete is characterized by rapid technological
change, frequent new product introductions, changes in customer requirements
and emerging industry standards. In particular, we expect that the growth of
the Internet and Internet-based telephony applications, as well as general
technology trends such as migrations to new operating systems, will require us
to adapt our product to remain competitive. Our products could become obsolete
and unmarketable if products using new technologies are introduced and new
industry standards emerge. For example, the widespread acceptance of competing
technologies such as video conferencing and voice over IP, the transmission of
voice over the Internet, could diminish demand for our current products. As a
result, the life cycle of our products is difficult to estimate.
To be successful, we will need to develop and introduce new products and
product enhancements that respond to technological changes or evolving industry
standards, such as voice over IP, in a timely manner and on a cost effective
basis. In addition, our current full care support agreements with our customers
require us to deliver two product upgrades per year. We cannot assure you that
we will successfully develop these types of products and product enhancements
or that our products will achieve broad market acceptance. Our failure to
respond in a timely and cost-effective manner to new and evolving technologies
could adversely impact our business.
Our sales cycle is lengthy and unpredictable.
The typical sales cycle of our products is lengthy, generally between six to
nine months, unpredictable, and involves significant capital investment
decisions by prospective customers, as well as our education of potential
customers regarding the use and benefits of our products. Furthermore, many of
our prospective customers have neither budgeted expenses for voice and data
conferencing systems nor have personnel specifically dedicated to procurement
and implementation of such conferencing systems. As a result, our customers
spend a substantial amount of time before purchasing our products in performing
internal reviews and obtaining capital expenditure approvals. We cannot be
certain that this cycle will not lengthen in the future. The emerging and
evolving nature of the real-time voice and data conferencing market may lead to
confusion
7
in the market, which may cause prospective customers to postpone their purchase
decisions. In addition, general concerns regarding Year 2000 compliance may
further delay purchase decisions by prospective customers. Any delay in sales
of our products could cause our operating results to vary significantly from
quarter to quarter.
We rely on sales of one product family for substantially all of our revenue.
Sales of our MeetingPlace products and related services have accounted for
substantially all of our revenue to date, and we expect that this trend will
continue for the foreseeable future. If sales of our MeetingPlace products and
related services fail to increase, our business and operating results would
suffer.
We need to expand our sales and distribution channels.
We will need to expand our direct and indirect sales operations in order to
increase market awareness of our products and generate increased revenue. We
have recently expanded our direct sales force and plan to recruit additional
sales personnel. New sales personnel will require training and take time to
achieve full productivity. There is strong competition for qualified sales
personnel in our business, and we may not be able to attract and retain
sufficient new sales personnel to expand our operations. In addition, we
believe that our future success is dependent upon establishing successful
relationships with a variety of distribution partners. To date, we have entered
into agreements with only a small number of such partners. We cannot be certain
that we will be able to reach agreement with additional distribution partners
on a timely basis or at all, or that these distribution partners will devote
adequate resources to selling our products. Furthermore, in the event that our
distribution partners fail to adequately market or support our products, the
reputation of our products in the market may suffer. In addition, we will need
to manage potential conflicts between our direct sales force and third-party
reselling efforts.
We face risks associated with international expansion.
We intend to continue to expand our international operations and enter new
international markets. In addition, we intend to sell our products in
international markets generally through indirect distribution channels. This
expansion will require significant management attention and financial
resources. Our international operations are subject to a number of risks and
uncertainties, including:
. the difficulties and costs of staffing and managing foreign operations;
. our ability to establish relationships with distribution partners and the
performance of such partners in selling our products;
. the difficulties and costs of localizing products for foreign markets,
including the development of multilingual capabilities in our product and
the modification of our products to comply with local telecommunications
certification requirements in each country;
. unexpected changes in regulatory requirements;
. legal uncertainties regarding liability, export and import restrictions,
tariffs and other trade barriers;
. inadequate protection of intellectual property in certain countries;
. increased difficulty in collecting delinquent or unpaid accounts;
. fluctuations in the value of the U.S. dollar relative to other
currencies;
. potentially adverse tax consequences; and
. political and economic instability.
In addition, we are unable to determine the effect that recent economic
downturns in Asia or the adoption and use of the Euro will have on our
business. Any of these factors could impair our ability to expand our
international operations into these markets.
Similarly, we cannot accurately predict the impact that future fluctuations
in foreign currency exchange rates may have on our business, operating results
or financial condition. Although we have historically
8
conducted transactions with customers outside the United States in U.S.
dollars, to the extent future revenue is denominated in foreign currencies, we
would be subject to increased risks relating to foreign currency exchange rate
fluctuations. To date, we have not engaged in any hedging transactions in
connection with our international operations. Although we may attempt to hedge
currency rate exposure in the future, any hedging policies that we might
implement could be unsuccessful.
We need to integrate our products with third-party technology.
Our products are designed to integrate with our customers' data and voice
networks, as well as with enterprise applications such as browsers and
collaborative software applications. Accordingly, the reliability and
performance of a MeetingPlace system at a customer's site are largely dependent
on a number of factors relating to the third party software and hardware
products used by the customer, such as the customer's voice and data network
systems and corporate firewall, the configurations on end users' personal
computers and the end users' methods of access such as cellular telephones and
laptop computers.
In addition, if we are not able to readily integrate our products with these
networks or enterprise applications (for instance, as a result of technology
enhancements or upgrades of such systems), we could be required to redesign our
products to ensure compatibility. We may not be able to redesign our products
or be certain that any redesign we may develop would achieve market acceptance.
In addition, we will need to continually modify our products as newer versions
of the enterprise applications with which our products integrate are
introduced. Our ability to do so largely depends on our ability to gain access
to the advanced programming interfaces, or APIs, for such applications, and we
cannot assure you that we will have access to necessary APIs in the future. Our
inability to integrate our product with third-party technology or to develop
modifications to our products in a timely manner to integrate with newer
versions of third party technology could materially and adversely affect our
business.
We may experience difficulties managing our expected growth.
We have been experiencing a period of rapid growth over recent years. Our
total revenue has grown from approximately $6.0 million in 1996 to $21.1
million in 1998. The number of our employees has grown from approximately 61 at
the end of the fourth quarter of 1996 to 112 at the end of the fourth quarter
of 1998. This growth has placed, and we expect that any future growth we
experience will continue to place, a significant strain on our management
systems and resources. To manage the anticipated growth of our operations, we
will be required to:
. improve existing and implement new operational, financial and management
information controls, reporting systems and procedures;
. hire, train and manage additional qualified personnel; and
. manage our relationships with our customers, suppliers and distributors.
We may not be able to install management information and control systems in
an efficient and timely manner, and our current or planned personnel, systems,
procedures and controls may not be adequate to support our future operations.
We may not be able to recruit and retain additional qualified personnel.
Competition for qualified personnel in the San Francisco Bay area, as well as
other markets in which we recruit, is extremely intense and characterized by
rapidly increasing salaries, which may increase our operating expenses or
hinder our ability to recruit qualified candidates.
In the future, we may experience difficulties meeting the demand for our
products and services. The installation and use of our products requires
training. If we are unable to provide training and support for our products,
the implementation process will be longer and customer satisfaction may be
lower. In addition, our management team may not be able to achieve the rapid
execution necessary to fully exploit the market for our
9
products and services. Any failure to manage growth effectively could
materially adversely affect our business, operating results and financial
condition.
We depend on certain key employees.
Our future success depends, to a significant degree, on the ability of our
management to operate effectively, both individually and as a group. In
addition, three of our seven executive officers joined us during the past 12
months. Accordingly, our executive officers' ability to function effectively as
a management team remains unproven. Given our early stage of development, we
are dependent on our ability to attract, retain and motivate high caliber
personnel. Competition for qualified personnel in our industry and geographic
region is intense, and we may not be successful in attracting and retaining
such personnel. There may only be a limited number of people with the requisite
skills, and it may become increasingly difficult to recruit such individuals.
We rely on technology licensed to us by third parties.
We license technology that is incorporated into our products from certain
third parties, including certain digital signal processing algorithms and the
MeetingPlace server's operating system and relational database. Any significant
interruption in the supply or support of any licensed software could adversely
affect our sales, unless and until we can replace the functionality provided by
this licensed software. Because our products incorporate software developed and
maintained by third parties, we depend on such third parties to deliver and
support reliable products, enhance their current products, develop new products
on a timely and cost-effective basis and respond to emerging industry standards
and other technological changes. The failure of these third parties to meet
these criteria could harm our business.
We rely on outside manufacturers and suppliers.
Our internal manufacturing operations consist primarily of materials
planning and procurement, final assembly, system integration and testing. We
rely on third parties to obtain most of the components of the MeetingPlace
server and integrate them with other standard components, such as the central
processing unit and disk drives. We internally configure each server to meet
each customer's specific requirements and perform final testing before shipping
the product to the customer. If these third parties are no longer able to
supply and assemble these components or are unable to do so in a timely manner,
we may experience substantial delays in shipping our products and have to
invest resources in finding an alternative manufacturer or manufacture our
products internally. Other risks associated with our dependence on third party
manufacturing include the following:
. reduced control over delivery schedules;
. quality assurance; and
. the potential lack of adequate capacity if we encounter greater than
expected demand.
In addition, although we generally use standard parts and components in our
products, we obtain certain components, including the processors and digital
signal processing devices used in the MeetingPlace server, from sole source
suppliers. In the past, we have experienced problems in obtaining some of these
components in a timely manner from these sources, and we cannot be certain that
we will be able to continue to obtain an adequate supply of these components in
a timely manner or, if necessary, from alternative sources. If we are unable to
obtain sufficient quantities of components or to locate alternative sources of
supply, we may experience substantial delays in shipping our products and incur
additional costs to find an alternative manufacturer or manufacture our
products internally.
Our products may suffer from defects, errors or breaches of security.
Software and hardware products as complex as ours are likely to contain
undetected errors or defects, especially when first introduced or when new
versions are released. Moreover, all of our hardware components
10
are manufactured by third parties, and we have little or no direct control over
their quality assurance procedures. Our products may not be free from errors or
defects after commercial shipments have begun, and we are aware of instances in
which some of our customers have experienced product failures or errors. Any
errors or defects that are discovered after commercial release could result in
loss of revenue or delay in market acceptance, diversion of development
resources, damage to our customer relationships or reputation or increased
service and warranty cost.
Many of our customers conduct conferences on MeetingPlace that involve
confidential information. In addition, our customers may be transmitting
confidential data over the Internet using MeetingPlace. Concerns over the
security of information sent over the Internet and the privacy of its users may
inhibit the market acceptance of our products. In addition, unauthorized users
in the past have gained, and in the future may be able to gain, access to our
customers' MeetingPlace systems. Any compromise of security could deter people
from using MeetingPlace and could significantly harm our reputation and
business and result in claims against us. Furthermore, we may be required to
incur significant costs to protect against security breaches.
We may be unable to adequately protect our proprietary rights.
We rely primarily on a combination of patents, copyrights, trademarks, trade
secret laws and contractual obligations with employees and third parties to
protect our proprietary rights. Despite our efforts to protect our proprietary
rights, unauthorized parties may copy aspects of our products and obtain and
use information that we regard as proprietary. In addition, other parties may
breach confidentiality agreements or other protective contracts we have entered
into, and we may not be able to enforce our rights in the event of such
breaches. Our competitors may independently develop technologies that are
substantially equivalent or superior to ours. Furthermore, the laws of many
foreign countries do not protect our intellectual property rights to the same
extent as the laws of the United States.
Although we attempt to avoid infringing known proprietary rights of third
parties in our product development efforts, we expect that we may be subject to
legal proceedings and claims for alleged infringement of third party
proprietary rights, such as patents, trademarks or copyrights, by us or our
licensees from time to time in the ordinary course of business. We may
increasingly be subject to infringement claims as the number of products and
competitors in our industry grow and functionalities of products overlap.
Furthermore, former employers of our current and future employees may assert
that our employees have improperly disclosed confidential or proprietary
information to us. If we discover that any element of our products violates
third party proprietary rights, we may be unable to obtain licenses on
commercially reasonable terms, if at all, and to avoid or settle litigation
without substantial expense and damage awards. Any claims relating to the
infringement of third party proprietary rights, even if not meritorious, could
result in costly litigation, divert management's attention and resources, or
require us to enter into royalty or license agreements which are not
advantageous to us. Parties making such claims may be able to obtain injunctive
or other equitable relief, which could prevent us from selling our products in
the United States or abroad. Any of these results could harm our business.
Dell Computer Corporation has registered the "Latitude" mark for computers
in the United States and certain other countries. Dell's United States
trademark registration and Canadian application have blocked our ability to
register the "Latitude Communications" and "Latitude" with logo marks in the
United States and the "Latitude Communications" mark in Canada. Since we
believe that we have priority of trade name usage in the United States, we have
petitioned to cancel Dell's United States registration and opposed its Canadian
application. The outcome of these proceedings is uncertain. If Dell's
registration for the "Latitude" mark is not canceled or if we are unable to
obtain consent from Dell for our registration of our marks, we may not be able
to register our marks and would have to rely solely on common law protection
for such marks. We cannot assure you that we will be free from challenges of or
obstacles to our use or registration of our marks.
We are subject to government regulation.
Our products are subject to various regulations that require, among other
things, that the products meet certain emissions standards (FCC Part 15) and
are compatible with the public telephone networks (FCC
11
Part 68). In addition, these products have been registered against certain
recognized safety standards (UL 1459 and IEC 950). Our products also have been
certified to meet specific safety, emissions and immunity CE requirements that
are required for deployment throughout Europe. In addition, certain
international markets require telephony certifications that are indigenous to
local telephony infrastructure. We cannot be certain that we will be successful
in obtaining or maintaining the necessary regulatory approvals for our
products. If we are unable to obtain or maintain these approvals, we may be
prohibited from selling our products in certain territories, or at all.
We depend on telecommunications carriers and the Internet.
Our MeetingPlace system uses the telephone lines to send voice signals and
the Internet to send data. Telecommunications carriers may experience
disruptions that are not easily remedied. The Internet is subject to outages
and delays from time to time as a result of damage to or overuse of portions of
its infrastructure. If voice and data communications suppliers fail to provide
either our customers or us with network services in the quantities, at the
quality levels or at the times we require, it will be difficult, if not
impossible, for our products to work, which could harm our business.
We face Year 2000 risks.
Many currently installed computer systems are not capable of distinguishing
21st century dates from 20th century dates. As a result, beginning on January
1, 2000, computer systems and software used by many companies and organizations
in a wide variety of industries, including technology, transportation,
utilities, finance and telecommunications, will produce erroneous results or
fail unless they have been modified or upgraded to process date information
correctly. Year 2000 compliance efforts may involve significant time and
expense, and uncorrected problems could materially adversely affect our
business, financial condition and operating results. Although we believe the
current versions of our hardware and software products are Year 2000 compliant,
we may face claims based on Year 2000 issues arising from the integration of
multiple products within an overall system. We may also experience reduced
sales of our products as potential customers reduce their budgets for voice and
data conferencing products due to increased expenditures on their own Year 2000
compliance efforts. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Year 2000 Readiness Disclosure."
Our stock price may be volatile.
Prior to this offering, there has been no public market for our common
stock. An active public market for our common stock may not develop or be
sustained after this offering. If you purchase shares of common stock in this
offering, you will pay a price that was not established in a competitive
market. Rather, you will pay the price that we negotiated with the
representatives of the underwriters. The price of the common stock that will
prevail in the market after this offering may be higher or lower than the price
you pay. Many factors could cause the market price of our common stock to rise
and fall. Some of these factors are:
. variations in our quarterly results;
. announcements of technological innovations by us or by our competitors;
. introduction of new products or new pricing policies by us or by our
competitors;
. acquisitions or strategic alliance by us or by our competitors;
. recruitment or departure of key personnel;
. the gain or loss of significant orders;
. changes in the estimate of our performance or changes in recommendations
by securities analysts; and
. market conditions in the industry and the economy as a whole.
In addition, the stock market in general has experienced extreme price and
volume fluctuations that have affected the market price for many companies in
industries similar or related to ours and that have been
12
unrelated to these companies' operating performance. These broad market
fluctuations could adversely affect the market price of our common stock.
In the past, securities class action litigation has often been brought
against a company following period 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 materially adversely affect our business,
operating results and financial condition.
Certain existing stockholders own a large percentage of our voting stock.
On completion of this offering, executive officers and directors and their
respective affiliates will beneficially own, in the aggregate, approximately %
of our outstanding common stock. As a result, these stockholders will be able
to exercise control over all matters requiring stockholder approval, including
the election of directors and approval of significant corporate transactions.
This concentration of ownership may delay, deter or prevent transactions that
would result in the change of control, which in turn could reduce the market
price of our common stock.
Our certificate of incorporation and bylaws and Delaware law contain provisions
that could discourage a takeover.
Certain provisions of our certificate of incorporation and bylaws and
Delaware law may discourage, delay or prevent a merger or acquisition that a
stockholder may consider favorable. Such provisions include:
. authorizing our Board of Directors to issue additional preferred stock;
. limiting the persons who may call special meetings of stockholders;
. prohibiting stockholder action by written consent;
. establishing advance notice requirements for nominations for election of
our Board of Directors or for proposing matters that can be acted on by
stockholders at stockholder meetings; and
. prohibiting cumulative voting in the election of directors and
establishing a classified Board of Directors, commencing on the first
annual meeting of stockholders when we have at least 800 stockholders.
Future sales of our common stock may depress our stock price.
After this offering, we will have outstanding shares of common stock.
Sales of a substantial number of shares of common stock in the public market
following this offering could materially adversely affect the market price of
our common stock. All the shares sold in this offering will be freely tradable.
Upon the expiration of certain lock-up arrangements between our stockholders
and Latitude or the underwriters, all of the remaining 15,574,857 shares of
common stock outstanding after this offering will be eligible for sale in the
public market 180 days following the date of this prospectus. Of these shares,
11,682,572 shares will be subject to volume limitations under federal
securities laws.
If our stockholders sell substantial amounts of common stock (including
shares issued upon the exercise of outstanding options and warrants) in the
public market, the market price of our common stock could fall. See "Shares
Eligible for Future Sale" and "Underwriting."
You will experience immediate and substantial dilution.
If you purchase shares of common stock in this offering, you will experience
immediate and substantial dilution, in that the price you pay will be
substantially greater than the net tangible book value per share of the shares
you acquire. This dilution is in large part because the earlier investors in
Latitude paid substantially less than the public offering price when they
purchased their shares of common stock. You will experience additional dilution
upon the exercise of outstanding stock options or warrants to purchase common
stock.
13
Our management and Board of Directors have broad discretion to use the offering
proceeds.
We have not designated any specific use for the net proceeds of this
offering. We expect to use the proceeds primarily for working capital and
general corporate purposes. As a result, our management and Board of Directors
will have broad discretion in spending the proceeds of this offering. See "Use
of Proceeds."
We do not intend to pay dividends.
We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain any future earnings for funding growth and,
therefore, do not expect to pay any dividends in the foreseeable future. See
"Dividend Policy."
Special note regarding forward-looking statements.
Some of the statements under "Prospectus Summary," "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business," and elsewhere in this prospectus are forward-looking
statements. These statements 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 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," or "continue" or the negative of such
terms or other comparable terminology.
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.
14
USE OF PROCEEDS
The net proceeds to us from the sale of the shares of common stock
offered by us are estimated to be approximately $ million (approximately
$ million if the underwriters' over-allotment option is exercised in full)
at an assumed public offering price of $ per share, after deducting the
estimated underwriting discounts and commissions and the estimated offering
expenses.
We intend to use the net proceeds of this offering primarily for general
corporate purposes, including working capital, capital expenditures, geographic
expansion and additional sales and marketing efforts. We also may use a portion
of the net proceeds to acquire additional businesses, products and technologies
or to establish joint ventures that we believe will complement our current or
future business. However, we have no specific plans, agreements or commitments
to do so and are not currently engaged in any negotiations for any acquisition
or joint venture. The amounts that we actually expend for working capital
purposes will vary significantly depending on a number of factors, including
future revenue growth, if any, and the amount of cash we generate from
operations. As a result, we will retain broad discretion in the allocation of
the net proceeds of this offering. Pending the uses described above, we will
invest the net proceeds in short-term, interest-bearing, investment-grade
securities.
DIVIDEND POLICY
We have never paid cash dividends on our common stock. We currently intend
to retain any future earnings to fund the development and growth of our
business. Therefore, we do not currently anticipate paying any cash dividends
in the foreseeable future. In addition, the terms of our current credit
facility prohibits us from paying dividends without our lender's consent.
CERTAIN INFORMATION
Our principal executive offices are located at 2121 Tasman Drive, Santa
Clara, California, 95054, and our telephone number is (408) 988-7200. Our web
site is located at "www.latitude.com." Information contained on our web site is
not a part of this prospectus.
15
CAPITALIZATION
The following table sets forth the following information:
. the actual capitalization of Latitude as of December 31, 1998;
. the pro forma capitalization of Latitude after giving effect to the
conversion of all outstanding shares of convertible preferred stock into
11,836,227 shares of common stock; and
. the pro forma as adjusted capitalization to give effect to the sale of
shares of common stock at an assumed initial public offering price of
$ per share in this offering after deducting the estimated
underwriting discounts and commissions Latitude expects to pay in
connection with this offering and estimated offering expenses payable by
Latitude.
This table should be read in conjunction with the Consolidated Financial
Statements and the Notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
prospectus.
As of December 31, 1998
--------------------------------
Actual Pro Forma As Adjusted
-------- --------- -----------
(In thousands, except share
data)
Total long term debt........................... $ 838 $ 838 $ 838
Stockholders' equity:
Preferred stock, $.001 par value per share,
12,211,366 shares authorized, 11,836,227
shares issued and outstanding, actual;
5,000,000 shares authorized, none issued or
outstanding, pro forma and as adjusted...... 12 -- --
Common stock, $.001 par value per share,
15,000,000 shares authorized, 3,738,630
shares issued and outstanding, actual;
75,000,000 shares authorized, 15,574,857
shares issued and outstanding, pro forma,
shares issued and outstanding, as adjusted.. 4 16
Additional paid-in capital................... 22,095 22,095
Notes receivable from common stockholders.... (165) (165) (165)
Deferred stock compensation.................. (2,836) (2,836) (2,836)
Accumulated deficit.......................... (14,325) (14,325) (14,325)
-------- -------- --------
Total stockholders' equity................. 4,785 4,785
-------- -------- --------
Total capitalization..................... $ 5,623 $ 5,623 $
======== ======== ========
- --------
This table is based on shares outstanding as of December 31, 1998. This
table excludes: (a) 1,352,496 shares subject to outstanding options at a
weighted average exercise price of $2.24 as of December 31, 1998, and 233,868
shares of common stock available for future issuance under our 1993 Stock Plan;
(b) 134,386 shares of common stock reserved for issuance on the exercise of
outstanding warrants, at a weighted average price of $1.05 per share as of
December 31, 1998; (c) 2,700,000 shares of common stock available for issuance
under our 1999 Stock Plan; (d) 250,000 shares of common stock available for
issuance under our 1999 Directors' Stock Option Plan; and (e) 500,000 shares of
common stock available for issuance under our 1999 Employee Stock Purchase
Plan.
16
DILUTION
The pro forma net tangible book value of our common stock on December 31,
1998 was $4.8 million, or approximately $0.31 per share. Pro forma net tangible
book value represents the amount of our total tangible assets less total
liabilities, divided by the number of shares of common stock outstanding.
Dilution in net tangible book value per share represents the difference between
the amount per share paid by purchasers of shares of our common stock in this
offering and the net tangible book value per share of our common stock
immediately following this offering. After giving effect to our sale of
shares of common stock offered by this prospectus and after deducting the
estimated underwriting discounts and commissions and estimated offering
expenses payable by us, our net tangible book value would have been $ , or
approximately $ per share. This represents an immediate increase in net
tangible book value of $ per share to existing stockholders and an immediate
dilution in net tangible book value of $ per share to new investors.
Assumed initial public offering price per share.................... $
Pro forma net tangible book value per share as of December 31,
1998............................................................ $0.31
Increase per share attributable to new investors.................
-----
Pro forma net tangible book value per share after this offering....
----
Dilution in pro forma net tangible book value per share to new in-
vestors........................................................... $
====
This table excludes 1,352,496 shares subject to outstanding options and
134,386 shares issuable upon exercise of outstanding warrants as of December
31, 1998. See Note 7 of the Notes to Consolidated Financial Statements. The
exercise of outstanding options and warrants having an exercise price less than
the offering price would increase the dilutive effect to new investors.
The following table sets forth, as of December 31, 1998, the differences
between the number of shares of common stock purchased from us, the total price
and average price per share paid by existing investors and by the new
investors, before deducting the estimated underwriting discounts and
commissions and estimated offering expenses payable by us, assuming a public
offering price of $ per share.
Shares Purchased Total Consideration
--------------------- ---------------------- Average Price
Number Percentage Amount Percentage Per Share
---------- ---------- ----------- ---------- -------------
Existing stockholders... 15,574,857 % $19,009,610 % $1.22
New investors...........
Total................. 100.0% 100.0%
===== =====
- --------
If the underwriters' over-allotment option is exercised in full, the
following will occur:
. the number of shares of common stock held by existing stockholders will
decrease to approximately % of the total number of shares of our common
stock outstanding after this offering; and
. the number of shares held by new investors will be increased to or
approximately % of the total number of shares of our common stock
outstanding after this offering.
17
SELECTED CONSOLIDATED FINANCIAL DATA
The tables that follow present portions of our consolidated financial
statements and are not complete. You should read the following selected
financial data in conjunction with our Consolidated Financial Statements and
related Notes thereto and with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
prospectus. The consolidated statement of operations data for the years ended
December 31, 1996, 1997 and 1998, and the consolidated balance sheet data as of
December 31, 1997 and 1998, are derived from and are qualified in their
entirety by our Consolidated Financial Statements that have been audited by
PricewaterhouseCoopers LLP, independent accountants, which are included
elsewhere in this prospectus. The consolidated statement of operations data for
the years ended December 31, 1994 and 1995 and the consolidated balance sheet
data as of December 31, 1994, 1995 and 1996 are derived from audited
consolidated financial statements that are not included in this prospectus. The
historical results presented below are not necessarily indicative of the
results to be expected for any future fiscal year. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
Years Ended December 31,
-----------------------------------------------
1994 1995 1996 1997 1998
-------- -------- -------- -------- -------
(In thousands, except per share data)
Consolidated Statement of
Operations Data:
Revenue:
Product..................... $ 85 $ 1,393 $ 5,103 $ 10,620 $16,506
Service..................... 17 130 943 2,312 4,545
-------- -------- -------- -------- -------
Total revenue............. 102 1,523 6,046 12,932 21,051
-------- -------- -------- -------- -------
Cost of revenue:
Product..................... 33 454 1,146 2,158 3,182
Service..................... 35 420 1,023 1,805 2,775
-------- -------- -------- -------- -------
Total cost of revenue..... 68 874 2,169 3,963 5,957
-------- -------- -------- -------- -------
Gross profit................. 34 649 3,877 8,969 15,094
Operating expenses:
Research and development... 2,057 2,071 2,466 2,213 2,607
Marketing and sales........ 736 2,160 4,644 7,845 9,744
General and
administrative............ 855 636 1,157 1,115 1,666
Amortization of deferred
stock compensation........ -- -- -- 2 299
-------- -------- -------- -------- -------
Total operating
expenses................ 3,648 4,867 8,267 11,175 14,316
-------- -------- -------- -------- -------
Income (loss) from opera-
tions....................... (3,614) (4,218) (4,390) (2,206) 778
Interest income (expense),
net......................... 117 115 138 (23) (41)
-------- -------- -------- -------- -------
Income (loss) before provi-
sion for income tax......... (3,497) (4,103) (4,252) (2,229) 737
Provision for income tax..... -- -- -- -- (34)
-------- -------- -------- -------- -------
Net income (loss)............ $ (3,497) $ (4,103) $ (4,252) $ (2,229) $ 703
======== ======== ======== ======== =======
Net income (loss) per share--
basic....................... $ (7.63) $ (3.10) $ (2.02) $ (0.78) $ 0.21
======== ======== ======== ======== =======
Shares used in per share cal-
culation--basic............. 459 1,325 2,110 2,850 3,279
======== ======== ======== ======== =======
Net income (loss) per share--
diluted..................... $ (7.63) $ (3.10) $ (2.02) $ (0.78) $ 0.04
======== ======== ======== ======== =======
Shares used in per share cal-
culation--diluted........... 459 1,325 2,110 2,850 16,635
======== ======== ======== ======== =======
December 31,
---------------------------------------
1994 1995 1996 1997 1998
------- ------- ------- ------- -------
(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents............. $ 5,938 $ 1,751 $ 5,664 $ 3,578 $ 3,982
Working capital....................... 5,831 1,574 5,655 3,501 4,470
Total assets.......................... 6,820 3,501 8,680 7,715 11,870
Long-term obligations................. 368 308 760 757 838
Total stockholders' equity............ 6,072 2,040 5,906 3,748 4,785
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This section of this prospectus includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. We use words such as "anticipates," "believes,"
"expects," "future," and "intends," and similar expressions to identify
forward-looking statements. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this prospectus.
These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or
our predictions. For a description of these risks, see "Risk Factors."
Overview
We are a leading provider of integrated voice and data conferencing
solutions for geographically dispersed organizations. We develop, market and
support our MeetingPlace system, which allows companies to conduct "virtual"
meetings and thereby extend real-time decision making processes irrespective of
the geographic location of participants. With MeetingPlace, participants can
schedule and attend a meeting, view, share and edit documents, and capture and
retrieve meeting content. MeetingPlace is designed to be an enterprise-wide
resource and to leverage existing technologies such as telephones, cellular
phones and personal computers.
We were incorporated in April 1993. From inception until December 1994, our
operations consisted primarily of various start-up activities, such as research
and development, recruiting personnel and raising capital. We first recognized
revenue from product sales in December 1994 and generated revenue of
$6.0 million, $12.9 million, and $21.1 million in 1996, 1997 and 1998,
respectively. In addition, we incurred net losses of $4.3 million and $2.2
million in 1996 and 1997, respectively, and generated net income of
approximately $703,000 in 1998. As of December 31, 1998, we had an accumulated
deficit of $14.3 million.
We generate revenue from sales of our MeetingPlace products and from
customer support and consulting services. Revenue derived from product sales
constituted 84%, 82% and 78% of our total revenue in 1996, 1997 and 1998,
respectively. Product revenue is generally recognized upon shipment. Service
revenue includes revenue from implementation and integration services, system
management services, warranty coverage and customer support. Revenue from
implementation and system integration services is recognized as the services
are performed, while revenue from system management services, warranty coverage
and customer support is recognized ratably over the period of the contract.
We sell our MeetingPlace products primarily through our direct sales force
and, to a lesser extent, through indirect distribution channels. The majority
of our revenue is derived from Fortune 1000 companies, many of which initially
purchase MeetingPlace servers and later expand deployment of our products as
they require additional capacity for voice and data conferencing. In 1997, we
expanded into international markets by opening a sales office in the United
Kingdom and establishing distributor relationships in Hong Kong and Singapore,
and in 1998, we established a distributor relationship in Australia. We intend
to increase sales through indirect channels and internationally. In 1998, we
expanded the breadth of our support services by establishing a consulting
services group to provide expanded implementation services, system management
services and customized project consulting.
Total cost of revenue consists of component and materials costs, direct
labor costs, warranty costs, royalties and overhead related to manufacturing of
our products, as well as materials, travel and labor costs related to personnel
engaged in our service operations. Product gross margin is impacted by the
proportion of product revenue derived from software sales, which typically
carry higher margins than hardware sales, and from indirect distribution
channels, which typically carry lower margins than direct sales. Service gross
margin is impacted by the mix of services we provide, which have different
levels of profitability, and the efficiency with which we provide full care
support to our customers.
19
Research and development expenses consist primarily of compensation and
related costs for research and development personnel, facilities expenses for
testing space and equipment and royalty payments. We expect to continue to make
substantial investments in research and development and anticipate that
research expenses will continue to increase in absolute dollars. Marketing and
sales expenses consist primarily of compensation and related costs for
marketing and sales personnel, sales commissions, marketing programs, public
relations, promotional materials, travel expenses and trade show exhibit
expenses. We expect to incur substantial expenditures related to marketing
activities, the recruitment of additional sales and marketing personnel, and
the expansion of our domestic and international distribution channels. General
and administrative expenses consist primarily of salaries and related expenses,
accounting and administrative expenses, professional fees and other general
corporate expenses. We expect general and administrative expenses to increase
in absolute dollars as we add personnel and incur additional costs related to
the anticipated growth of our business and operation as a public company. While
we expect each of these operating expense categories to increase in absolute
dollars, they may vary as a percentage of total revenue.
We have a limited operating history and face a number of risks and
uncertainties encountered by early stage companies. These risks include, among
others:
. our substantial dependence on our MeetingPlace products, which have
limited market acceptance;
. our need to expand our marketing, sales and support organizations;
. our unproven ability to anticipate and respond to market competition;
. our ability to retain existing customers;
. the degree to which our customers perceive our products to be secure and
reliable;
. the market's acceptance of integrated real-time voice and data
conferencing; and
. our dependence upon key personnel.
In addition, although our revenue has grown in recent quarters, we cannot be
certain that our revenue will continue to grow or that we will maintain
profitability in the future. We expect to continue to incur significant product
development, sales and marketing, and administrative expenses. As a result, we
will need to generate significant revenue to sustain profitability. Because our
product market is new and evolving, we cannot accurately predict the future
growth rate, if any, or the ultimate size of our market. Our ability to
increase revenue and sustain profitability also depends on a number of factors
outside our control, including the extent to which:
. our products are able to gain market acceptance;
. our competitors develop competing products;
. we are able to maintain the average selling price of our products; and
. our distributors and other marketing partners dedicate resources to
selling our products.
As a result, we may not be able to increase revenue or achieve profitability
on a quarterly or annual basis. See "Risk Factors--We have a limited operating
history," "--Our future profitability is uncertain" and "--Our operating
results may fluctuate significantly."
20
Results of Operations
The following table sets forth, for the periods indicated, the percentage of
total revenue of each line item:
Years Ended December 31,
------------------------------
1996 1997 1998
-------- -------- --------
As a Percentage of Total
Revenue:
Revenue:
Product................... 84.4% 82.1% 78.4%
Service................... 15.6 17.9 21.6
-------- -------- --------
Total revenue........... 100.0 100.0 100.0
Cost of revenue:
Product................... 19.0 16.7 15.1
Service................... 16.9 14.0 13.2
-------- -------- --------
Total cost of revenue... 35.9 30.7 28.3
-------- -------- --------
Gross profit............... 64.1 69.3 71.7
Operating expenses:
Research and development.. 40.8 17.1 12.4
Marketing and sales....... 76.8 60.6 46.3
General and
administrative........... 19.1 8.6 7.9
Amortization of deferred
stock compensation....... -- -- 1.4
-------- -------- --------
Total operating
expenses............... 136.7 86.3 68.0
Income (loss) from
operations................ (72.6) (17.0) 3.7
-------- -------- --------
Interest income (expense),
net....................... 2.3 (0.2) (0.2)
-------- -------- --------
Income (loss) before
provision for income tax.. (70.3) (17.2) 3.5
-------- -------- --------
Provision for income tax... -- -- (0.2)
-------- -------- --------
Net income (loss).......... (70.3)% (17.2)% 3.3%
======== ======== ========
Fiscal Years Ended December 31, 1996, 1997 and 1998
Product Revenue
Product revenue increased 108% from $5.1 million in 1996 to $10.6 million in
1997 and increased 55% to $16.5 million in 1998. The increases in product
revenue were due primarily to increased sales of our MeetingPlace products
domestically to new customers, increased sales of additional products and
features to existing customers, and, to a lesser extent, increased
international sales. International sales represented 4% and 7% of product
revenue in 1997 and 1998, respectively.
Service Revenue
Service revenue increased 145% from approximately $943,000 in 1996 to $2.3
million in 1997 and increased 97% to $4.5 million in 1998. The increases in
service revenue were attributable primarily to growth in our customer base
during these periods, which led to increased sales of full care support
services, as well as to the introduction of additional consulting services such
as managed services and expanded implementation and integration services.
Total Cost of Revenue
Total cost of revenue increased 83% from $2.2 million in 1996 to $4.0
million in 1997 and increased 50% to $6.0 million in 1998. The increases in
total cost of revenue were attributable primarily to increased sales of our
MeetingPlace products and related services, as well as the increased size of
our services staff and the costs
21
of providing services to support an increasingly geographically dispersed
customer base. Gross margin increased from 64% in 1996 to 69% in 1997 and to
72% in 1998. The increases in gross margins are attributable primarily to
increased economies of scale resulting from increased product and service
revenue, as well as to increased sales of MeetingPlace software and enhanced
features to existing customers. On a forward-looking basis, we anticipate that
gross margins may decline somewhat as the proportions of revenue derived from
sales made through distributors and from services are expected to increase as
percentages of total revenue.
Product gross margin in 1996, 1997 and 1998 was 78%, 80% and 81%,
respectively. The growth in product gross margin over this period was
attributable primarily to increased economies of scale and the sale of software
add-ons to new and existing customers. We expect product gross margin to
decrease over time due in part to anticipated pricing pressure and an expected
increase in the proportion of revenue derived from indirect distribution
channels.
Service gross margin in 1996, 1997 and 1998 was (9)%, 22% and 39%,
respectively. The growth in service gross margin was attributable to the
creation and development of our service organization in 1995 and 1996, followed
by the subsequent revenue generated by our service organization. We expect
service gross margin to decline gradually over time as a result of anticipated
pricing pressure and the expected international expansion of our service
operation.
Research and Development Expenses
Research and development expenses decreased 10% from $2.5 million in 1996 to
$2.2 million in 1997 and increased 18% to $2.6 million in 1998. The decrease in
1997 was due principally to one-time special project consulting costs incurred
in 1996, while the increase in 1998 was attributable primarily to the addition
of personnel in our research and development organization associated with
product development. Research and development expenses represented 41%, 17% and
12% of total revenue for 1996, 1997 and 1998, respectively. The decreases as a
percentage of total revenue resulted primarily from increased total revenue
during such periods.
Marketing and Sales Expenses
Marketing and sales expenses increased 69% from $4.6 million in 1996 to $7.8
million in 1997 and increased 24% to $9.7 million in 1998. The increases in
1997 and 1998 reflected the addition of personnel in our sales and marketing
organizations, as well as costs associated with increased selling efforts to
develop market awareness of our products and services. Marketing and sales
expenses were 77%, 61% and 46% of total revenue for 1996, 1997 and 1998,
respectively. The decreases in marketing and sales expenses as a percentage of
revenue in 1997 and 1998 are attributable primarily to increased productivity
of our sales personnel and increased total revenue in such periods.
General and Administrative Expenses
General and administrative expenses decreased slightly from $1.2 million in
1996 to $1.1 million in 1997, due primarily to lower legal fees and facilities
costs in 1997. General and administrative expenses increased from $1.1 million
in 1997 to $1.7 million in 1998, due primarily to the addition of personnel
performing general and administrative functions. General and administrative
expenses were 19%, 9% and 8% of total revenue for 1996, 1997 and 1998,
respectively. The decreases as a percentage of total revenue resulted primarily
from increased total revenue during such periods.
Amortization of Deferred Stock Compensation
In connection with the completion of our initial public offering, certain
options granted in 1997 and 1998 have been considered to be compensatory. Total
deferred stock compensation associated with such options as of December 31,
1998 amounted to $3.1 million. These amounts are being amortized on a
straightline basis
22
over the 48-month vesting period of such options. Of the total deferred stock
compensation, approximately $299,000 was amortized in 1998. The Company expects
amortization of approximately $783,000 in 1999, $783,000 in 2000, $781,000 in
2001 and $489,000 in 2002 related to these options.
Interest Income (Expense), Net
In 1996, we had net interest income of approximately $138,000, while in 1997
and 1998, we incurred net interest expense of approximately $23,000 and
$41,000, respectively. Interest income (expense), net is comprised primarily of
interest earned on cash and cash equivalents, offset by interest expense
related to obligations under capital leases and equipment loans. The increases
in net interest expense in 1997 and 1998 were due primarily to declining
balances of cash and cash equivalents and to declining interest rates during
such periods, as well as to increases in our long-term debt obligations.
Income Taxes
From inception through September 30, 1997, we incurred net losses for
federal and state tax purposes and did not recognize any tax provision or
benefit during such period. For the quarter ended December 31, 1997, the
provision for income tax was immaterial. For the year ended December 31, 1998,
the provision for income tax was approximately $34,000. As of December 31,
1998, we had $6.7 million of federal and $3.6 million of state net operating
loss carryforwards to offset future taxable income. These carryforwards, if not
utilized, expire in 2000 through 2012. As of December 31, 1998, we had
approximately $524,000 of federal and $390,000 of state carryforwards for
research and development and other credits. These carryforwards, if not
utilized, expire in 2010 through 2018. The Tax Reform Act of 1986 limits the
use of net operating loss and tax credit carryforwards in certain situations
where changes occur in the stock ownership of a company. If we should have an
ownership change, as defined in the Tax Reform Act of 1986, our utilization of
these carryforwards could be restricted.
We have placed a valuation allowance against our deferred tax asset due to
the uncertainty surrounding the realization of such assets. We evaluate on a
quarterly basis the recoverability of the deferred tax asset and the level of
the valuation allowance. At such time as it is determined that it is more
likely than not the deferred tax assets are realizable, the valuation allowance
will be reduced.
23
Quarterly Results of Operations
The following table sets forth certain unaudited consolidated statement of
operations data for the six quarters ended December 31, 1998, as well as such
data expressed as a percentage of our total revenue for the periods indicated.
This data has been derived from unaudited consolidated financial statements
that, in the opinion of our management, include all adjustments (consisting
only of normal recurring adjustments) necessary for a fair presentation of such
information when read in conjunction with our annual audited consolidated
financial statements and notes thereto. The operating results for any quarter
are not necessarily indicative of results for any future period.
Quarters Ended
----------------------------------------------------------
Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31,
1997 1997 1998 1998 1998 1998
--------- -------- -------- -------- --------- --------
(In thousands, except per share data)
Consolidated Statement
of Operations Data:
Revenue:
Product............... $ 2,897 $ 3,291 $ 3,688 $ 3,867 $ 4,270 $ 4,681
Service............... 612 771 673 1,034 1,282 1,556
------- ------- ------- ------- ------- -------
Total revenue....... 3,509 4,062 4,361 4,901 5,552 6,237
Cost of revenue:
Product............... 590 623 644 631 879 1,028
Service............... 467 522 601 689 747 738
------- ------- ------- ------- ------- -------
Total cost of
revenue............ 1,057 1,145 1,245 1,320 1,626 1,766
------- ------- ------- ------- ------- -------
Gross profit........... 2,452 2,917 3,116 3,581 3,926 4,471
Operating expenses:
Research and
development.......... 499 525 605 600 625 777
Marketing and sales... 2,096 2,099 1,978 2,374 2,564 2,828
General and
administrative....... 231 274 410 401 412 443
Amortization of
deferred stock
compensation......... -- 2 38 61 66 134
------- ------- ------- ------- ------- -------
Total operating
expenses........... 2,826 2,900 3,031 3,436 3,667 4,182
------- ------- ------- ------- ------- -------
Income (loss) from
operations............ (374) 17 85 145 259 289
Interest income
(expense), net........ (19) (16) (11) (10) (13) (7)
------- ------- ------- ------- ------- -------
Income (loss) before
provision for income
tax................... (393) 1 74 135 246 282
Provision for income
tax .................. -- -- (4) (6) (10) (14)
------- ------- ------- ------- ------- -------
Net income (loss)...... $ (393) $ 1 $ 70 $ 129 $ 236 $ 268
======= ======= ======= ======= ======= =======
Net income (loss) per
share--basic(1)....... $ (0.13) $ 0.00 $ 0.02 $ 0.04 $ 0.07 $ 0.08
======= ======= ======= ======= ======= =======
Shares used in per
share calculation--
basic(1).............. 2,918 3,053 3,166 3,243 3,323 3,385
======= ======= ======= ======= ======= =======
Net income (loss) per
share--diluted(1)..... $ (0.13) $ 0.00 $ 0.00 $ 0.01 $ 0.01 $ 0.02
======= ======= ======= ======= ======= =======
Shares used in per
share calculation--
diluted(1)............ 2,918 15,641 15,949 16,145 16,251 17,083
======= ======= ======= ======= ======= =======
- --------
(1) See Note 2 of the Notes to Consolidated Financial Statements for a
description of the method used to determine the number of shares used in
computing net loss per share.
24
Percentage of Total Revenue
-------------------------------------------------------
Quarters Ended
-------------------------------------------------------
Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31,
1997 1997 1998 1998 1998 1998
--------- -------- -------- -------- --------- --------
Consolidated Statement
of Operations Data:
Revenue:
Product............... 82.6% 81.0% 84.6% 78.9% 76.9% 75.1%
Service............... 17.4 19.0 15.4 21.1 23.1 24.9
----- ----- ----- ----- ----- -----
Total revenue....... 100.0 100.0 100.0 100.0 100.0 100.0
Cost of revenue:
Product............... 16.8 15.3 14.7 12.9 15.8 16.5
Service............... 13.3 12.9 13.8 14.1 13.5 11.8
----- ----- ----- ----- ----- -----
Total cost of
revenue............ 30.1 28.2 28.5 27.0 29.3 28.3
----- ----- ----- ----- ----- -----
Gross profit........... 69.9 71.8 71.5 73.0 70.7 71.7
Operating expenses:
Research and
development.......... 14.3 12.9 13.9 12.2 11.3 12.5
Marketing and sales... 59.7 51.7 45.4 48.4 46.2 45.4
General and
administrative....... 6.6 6.8 9.4 8.2 7.3 7.1
Amortization of
deferred stock
compensation......... -- -- 0.9 1.2 1.2 2.1
----- ----- ----- ----- ----- -----
Total operating
expenses........... 80.6 71.4 69.6 70.0 66.0 67.1
----- ----- ----- ----- ----- -----
Income (loss) from
operations............ (10.7) 0.4 1.9 3.0 4.7 4.6
----- ----- ----- ----- ----- -----
Interest income
(expense), net........ (0.5) (0.4) (0.3) (0.2) (0.2) (0.1)
----- ----- ----- ----- ----- -----
Income (loss) before
provision for income
tax................... (11.2) 0.0 1.6 2.8 4.5 4.5
Provision for income
tax................... -- -- (0.1) (0.1) (0.2) (0.2)
----- ----- ----- ----- ----- -----
Net income (loss)...... (11.2)% 0.0% 1.5% 2.7% 4.3% 4.3%
===== ===== ===== ===== ===== =====
Quarterly product revenue has increased in each of the quarters shown above
due to increased sales of MeetingPlace products, including increased follow-on
sales of products to existing customers. Quarterly service revenue has
increased in each of the three quarters ended December 31, 1998, both in
absolute dollars and as a percentage of total revenue, due primarily to the
increasing size of our customer base. Gross margins were relatively constant
during the six quarters ended December 31, 1998. The increase in gross margin
in the quarter ended June 30, 1998 was attributable primarily to a higher
proportion of sales from software add-ons during such period, which typically
carry higher margins.
Total operating expenses increased in absolute dollars in each of the
quarters presented above, but generally decreased as a percentage of total
revenue. Research and development expenses generally increased in absolute
dollars during these periods as a result of increased development efforts
related to new products and enhancements of existing products. For the quarter
ended December 31, 1998, research and development expenses increased in both
absolute dollars and as a percentage of total revenue, reflecting the addition
of research and development personnel. Sales and marketing expenses generally
increased in absolute dollars during the quarters presented above as a result
of increased spending for salary and commissions, trade show expenses, public
relations and other promotional expenses. General and administrative expenses
generally increased in absolute dollars during the quarters presented above as
a result of the addition of personnel performing general and administrative
functions.
The amount and timing of our operating expenses generally will vary from
quarter to quarter depending on our level of actual and anticipated business
activities. Research and development expenses will vary as we develop new
products and enhance existing products. In addition, we have a limited backlog
of orders, and total revenue for any future quarter is difficult to predict.
Supply, manufacturing or testing constraints could result in delays in the
delivery of our products. We expect to experience significant fluctuations in
our future quarterly operating results due to a variety of other factors, many
of which are outside our control. See "Risk Factors--Our operating results may
fluctuate significantly."
25
Our quarterly revenue and operating results are difficult to forecast, and
we believe that period-to-period comparisons of its operating results will not
necessarily be meaningful. As a result, you should not rely upon them as an
indication of future performance. It is likely that our future quarterly
operating results from time to time will not meet the expectations of security
analysts or investors. In such event, the price of the common stock would
likely decline.
Liquidity and Capital Resources
Since inception, we have financed our operations primarily through private
sales of convertible preferred stock, which totaled $18.7 million in aggregate
net proceeds through December 31, 1998. We have also financed our operations
through equipment loans, which totaled $1.4 million in principal amount at
December 31, 1998. As of December 31, 1998, we had $4.0 million of cash and
cash equivalents and a $2.0 million line of credit, all of which was available
at December 31, 1998.
Net cash used in operating activities was $4.0 million and $1.6 million in
1996 and 1997, respectively, and net cash provided by operating activities was
$1.0 million in 1998. For 1997, cash used by operating activities was
attributable primarily to a net loss of $2.2 million and an increase in trade
accounts receivable of $1.1 million, offset in part by depreciation and
amortization of $619,000 and increases in accrued expenses and deferred revenue
of $471,000 and $506,000, respectively. For 1998, cash provided by operating
activities was attributable primarily to net income of approximately $703,000,
depreciation and amortization of approximately $696,000 and increases in
accounts payable, accrued expenses and deferred revenue of approximately
$442,000, $629,000 and $1.9 million, respectively. These amounts were offset in
part by an increase in trade accounts receivable of $3.1 million.
Net cash used in investing activities was approximately $778,000, $597,000
and $780,000 in 1996, 1997 and 1998, respectively. For each of these years,
cash used in investing activities was attributable primarily to purchases of
property and equipment.
Net cash provided by financing activities was $8.5 million, approximately
$287,000 and $143,000 in 1996, 1997 and 1998, respectively. For 1996, cash
provided by financing activities was attributable to proceeds for the issuance
of preferred stock and notes payable, offset in part by repayment of notes
payable and capital lease obligations. For 1997 and 1998, cash provided by
financing activities was attributable to proceeds from the issuance of notes
payable, offset in part by repayment of notes payable and capital lease
obligations.
As of December 31, 1998, our principal commitments consisted of obligations
outstanding under operating leases and capital equipment leases. Although we
have no material commitments for capital expenditures, we anticipate a
substantial increase in capital expenditures and lease commitments consistent
with our anticipated growth in operations, infrastructure and personnel. We
also may establish additional operations as we expand globally.
We believe that the net proceeds from this offering, together with our
current cash and cash equivalents, will be sufficient to meet our anticipated
cash needs for working capital and capital expenditures for at least the next
twelve months. If cash generated from operations is insufficient to satisfy our
liquidity requirements, we may seek to sell additional equity or debt
securities or to obtain a credit facility. If additional funds are raised
through the issuance of debt securities, these securities could have certain
rights, preferences and privileges senior to holders of common stock, and the
term of this debt could impose restrictions on our operations. The sale of
additional equity or convertible debt securities could result in additional
dilution to our stockholders, and we cannot be certain that such additional
financing will be available in amounts or on terms acceptable to us, if at all.
If we are unable to obtain this additional financing, we may be required to
reduce the scope of our planned product development and marketing efforts,
which could harm our business, financial condition and operating results.
26
Year 2000 Readiness Disclosure
Many currently installed computer systems and software products are coded to
accept only two digit entries in the date code field. As a result, software
that records only the last two digits of the calendar year may not be able to
distinguish between twentieth and twenty-first century dates. This may result
in software failures or the creation of erroneous results.
We have conducted the first phases of a Year 2000 readiness review for the
current versions of our products. The review includes assessment,
implementation (including remediation, upgrading and replacement of certain
product versions), validation testing, and contingency planning. We continue to
respond to customer questions about prior versions of our products on a case-
by-case basis.
We have largely completed all phases of this plan, except for contingency
planning, for the current versions of our products. As a result, all current
versions of our products are "Year 2000 Compliant," as defined below, when
configured and used in accordance with the related documentation, and provided
that the underlying operating system of the host machine and any other software
used with or in the host machine or our products are also Year 2000 Compliant.
We have not tested our products on all platforms or all versions of operating
systems that we currently support.
We have defined "Year 2000 Compliant" as the ability to:
. correctly handle date information needed for the December 31, 1999 to
January 1, 2000 date change;
. function according to the product documentation provided for this date
change, without changes in operation resulting from the advent of a new
century, assuming correct configuration;
. where appropriate, respond to two-digit date input in a way that resolves
the ambiguity as to century in a disclosed, defined, and predetermined
manner;
. if the date elements in interfaces and data storage specify the century,
store and provide output of date information in ways that are unambiguous
as to century; and
. recognize the year 2000 as a leap year.
We have tested software obtained from third parties (licensed software,
shareware, and freeware) that is incorporated into our products, and we are
seeking assurances from our vendors that licensed software is Year 2000
Compliant. Despite testing by us and by current and potential clients, and
assurances from developers of products incorporated into our products, our
products may contain undetected errors or defects associated with Year 2000
date functions. Known or unknown errors or defects in our products could result
in delay or loss of revenue, diversion of development resources, damage to our
reputation, or increased service and warranty costs, any of which could
materially adversely affect our business, operating results or financial
condition. Some commentators have predicted significant litigation regarding
Year 2000 compliance issues, and we are aware of such lawsuits against other
software vendors. Because of the unprecedented nature of such litigation, it is
uncertain whether or to what extent we may be affected by it.
Our internal systems include both our information technology, or IT, and
non-IT systems. We have initiated an assessment of our material internal IT
systems (including both our own software products and third-party software and
hardware technology) but we have not initiated an assessment of our non-IT
systems. We expect to complete testing of our IT systems in 1999. To the extent
that we are not able to test the technology provided by third-party vendors, we
are seeking assurances from vendors that their systems are Year 2000 Compliant.
We are not currently aware of any material operational issues or costs
associated with preparing our internal IT and non-IT systems for the Year 2000.
However, we may experience material unanticipated problems and costs caused by
undetected errors or defects in the technology used in our internal IT and non-
IT systems.
We do not currently have any information concerning the Year 2000 compliance
status of our customers. If our current or future customers fail to achieve
Year 2000 compliance or if they divert technology expenditures (especially
technology expenditures that were reserved for conferencing products) to
address Year 2000 compliance problems, our business could suffer.
27
We have funded our Year 2000 plan from available cash and have not
separately accounted for these costs in the past. To date, these costs have not
been material. We will incur additional costs related to the Year 2000 plan for
administrative personnel to manage the project, outside contractor assistance,
technical support for our products, product engineering and customer
satisfaction. In addition, we may experience material problems and costs with
Year 2000 compliance that could adversely affect our business, results of
operations, and financial condition.
We have not yet fully developed a contingency plan to address situations
that may result if we are unable to achieve Year 2000 readiness of our critical
operations. The cost of developing and implementing such a plan may itself be
material. Finally, we are also subject to external forces that might generally
affect industry and commerce, such as utility or transportation company Year
2000 compliance failures and related service interruptions.
Impact of Recently Issued Accounting Standards
In December 1998, AcSEC released Statement of Position 98-9, or SOP 98-9,
Modification of SOP 97-2, "Software Revenue Recognition," with Respect to
Certain Transactions. SOP 98-9 amends SOP 97-2 to require that an entity
recognize revenue for multiple element arrangements by means of the "residual
method" when (1) there is vendor-specific objective evidence ("VSOE") of the
fair values of all the undelivered elements that are not accounted for by means
of long-term contract accounting, (2) VSOE of fair value does not exist for one
or more of the delivered elements, and (3) all revenue recognition criteria of
SOP 97-2 (other than the requirement for VSOE of the fair value of each
delivered element) are satisfied. The provisions of SOP 98-9 that extend the
deferral of certain paragraphs of SOP 97-2 became effective December 15, 1998.
These paragraphs of SOP 97-2 and SOP 98-9 will be effective for transactions
that are entered into in fiscal years beginning after March 15, 1999.
Retroactive application is prohibited. We are evaluating the requirements of
SOP 98-9 and the effects, if any, on our current revenue recognition policies.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, or SOP 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This standard requires
companies to capitalize qualifying computer software costs which are incurred
during the application development stage and amortize them over the software's
estimated useful life. SOP 98-1 is effective for fiscal years beginning after
December 15, 1998. We are currently evaluating the impact of SOP 98-1 on our
financial statements and related disclosures.
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, or SOP 98-5, "Reporting on the Costs of Start-Up
Activities." This standard requires companies to expense the costs of start-up
activities and organization costs as incurred. In general, SOP 98-5 is
effective for fiscal years beginning after December 15, 1998. We believe the
adoption of SOP 98-5 will not have a material impact on our results of
operations.
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, or SFAS 133, Accounting for Derivative Instruments and Hedging
Activities. SFAS 133 establishes new standards of accounting and reporting for
derivative instruments and hedging activities. SFAS 133 requires that all
derivatives be recognized at fair value in the statement of financial position,
and that the corresponding gains or losses be reported either in the statement
of operations or as a component of comprehensive income, depending on the type
of hedging relationship that exists. SFAS 133 will be effective for fiscal
years beginning after June 15, 1999. We do not currently hold derivative
instruments or engage in hedging activities.
28
BUSINESS
Overview
We are a leading provider of integrated voice and data conferencing
solutions for geographically dispersed organizations. We develop, market and
support our MeetingPlace system, which allows companies to conduct "virtual"
meetings and thereby extend real-time decision making processes irrespective of
the geographic location of participants. With MeetingPlace, participants can
schedule and attend a meeting, view, share and edit documents, and capture and
retrieve meeting content. MeetingPlace is designed to be an enterprise-wide
resource and to leverage existing technologies such as telephones, cellular
phones and personal computers. Moreover, we expect the dramatic growth in web
browsers and collaborative software applications to drive data conferencing as
an important business application of the Internet.
MeetingPlace consists of three components: (a) the MeetingPlace conference
server; (b) MeetingPlace software; and (c) system integration options.
MeetingPlace incorporates many easy-to-use features that allow participants to
emulate the voice and data collaboration that occurs in a face-to-face meeting,
such as breakout sessions, roll calls and meeting handouts. MeetingPlace
provides simultaneous voice and data conferencing and the ability to record and
access meeting content while lowering the enterprise's overall conferencing
costs.
We began commercial shipment of MeetingPlace in December 1994 and, as of
December 31, 1998, had over 200 customers. In addition to enterprise-wide
general deployment, customers have purchased and used MeetingPlace for a
variety of specific business applications, including morning brokerage calls,
crisis management, training and education, customer and client services, supply
chain management and merger integration. Furthermore, over 60% of our customers
have purchased additional products or services after their initial system
installations. MeetingPlace has been installed in some of the world's leading
enterprises, including 3Com, Aetna, Cisco, Credit Suisse First Boston, Hewlett-
Packard, Honeywell, Merrill Lynch, Microsoft, Oracle, State Farm Insurance,
Union Pacific Railroad and the U.S. Federal Reserve Bank.
Industry Background
The proliferation of communications technologies is revolutionizing the way
people conduct business. Today, businesses of all sizes are empowering their
employees with a diverse array of communications tools to facilitate
information flow and improve productivity. From voicemail, fax machines and
cellular phones to e-mail, laptop computers and handheld devices, businesses
have demonstrated their continued willingness to adopt technologies that enable
their employees, vendors and customers to communicate more efficiently across
disparate geographies and time zones.
An enterprise's willingness to adopt a new communications technology depends
largely on the technology's ability to efficiently replace or enhance an
existing business practice. Voicemail is a more convenient and cost effective
substitute for the traditional pad-and-paper answering service. E-mail provides
a similar improvement over traditional inter-office mail. Cellular phones and
laptop computers provide added flexibility for mobile workers over the
traditional telephone and desktop computer. In addition, enterprises have
sought to enhance their competitive advantage by creating a "virtual" presence
with their customers and vendors through such means as e-commerce and
extranets. Each of these technologies has increased productivity by extending
the workplace beyond the physical office.
An integral part of this workplace extension is the ability to coordinate
communications and decision making among people in different locations. As a
result, companies are expanding their use of existing technologies such as
voice-oriented conferencing and data-oriented collaborative software. According
to Frost & Sullivan, the total market for audio and video conferencing services
and equipment in the United States is projected to grow from $8.5 billion in
1998 to more than $24 billion by 2003. Meanwhile, according to International
Data Corporation, the total installed base of collaborative software clients in
the United States is expected to grow from 47 million in 1998 to more than 114
million by 2002.
29
No single, widely deployable technology, however, has been able to
effectively provide the integrated voice and data collaboration that occurs in
a face-to-face meeting in a cost effective manner. In order to have a meeting
today, a business typically must have everyone present in a conference room or
invest in limited and often expensive technologies or services that allow
people to communicate. For example, audio conferencing, although widely used
and available, is relatively expensive and does not enable participants to
share and modify documents. Video conferencing systems enable participants to
see each other but have technical limitations, such as minimum bandwidth
requirements, and are not widely available to users. Collaborative software
applications, such as Microsoft Outlook and Lotus Notes, focus on workflow
improvements rather than sharing documents real-time and allowing users to
speak with other participants.
To address this need for efficient, real-time voice and data communication,
organizations have resorted to using a patchwork of such technologies,
including conferencing, fax, e-mail and collaborative software applications.
While these technologies have been widely implemented, the result has been the
creation of discrete "islands" of communication within organizations, which
fail to create a virtual meeting experience that promotes information flow and
effective decision making. The growing geographic dispersion and mobility of
workers further compound this problem.
As a consequence, we believe there is significant demand for an integrated,
cost-effective and easy-to-use product that enables simultaneous real-time
voice communication and secure document collaboration irrespective of
geographic location. Furthermore, we believe that such a product must leverage
the existing voice and data infrastructure within the enterprise to facilitate
widespread deployment and realize significant cost savings. Finally, the
system must provide incremental capabilities to improve the meeting itself.
Accordingly, we believe that there is a need for a solution that enables
virtual meetings to further extend an enterprise's workplace.
The Latitude Solution
We have developed a solution, MeetingPlace, that allows companies to
conduct virtual meetings which extend real-time decision making processes
irrespective of the geographic locations of participants. With MeetingPlace,
users can schedule and attend a meeting, share and edit documents, and record
and access meeting content. Attendees can participate in a meeting using
widely available communications devices such as telephones, cellular phones,
laptop computers and desktop computers. MeetingPlace is designed to be an
enterprise-wide resource and to integrate seamlessly into widely deployed
enterprise software environments, including corporate intranets and certain
collaborative software environments such as Microsoft Outlook.
[Graphic depicting the Latitude MeetingPlace server in the center with four
lines connecting four images of people attending a hypothetical conference.
The images, from left to right, are a conference room, a mobile worker with
a laptop and phone, a worker on a cellular phone and a document intended to
reflect the data sharing capabilities of the MeetingPlace server.
Additionally, there are two thicker lines, intended to look like pipes,
representing voice and data streams, plugging into the MeetingPlace
server.]
Key benefits of MeetingPlace include:
. Seamless integration of real-time voice and data
conferencing. MeetingPlace allows participants to easily schedule and
attend meetings that combine voice conferencing with real-time sharing
and editing of data. By leveraging an enterprise's existing voice and
data networks, MeetingPlace provides reliable and robust transport of
toll-quality voice as well as real-time data sharing and editing.
. Time-displaced access to meetings. MeetingPlace provides an integrated
ability to record and archive meeting conversations and materials,
enabling information generated during a meeting to be efficiently passed
on to those unable to attend. In addition, audio or data information can
be made available to participants in advance of the meeting.
30
. Lower overall cost of conferencing. With a MeetingPlace server installed,
the cost of a conference is limited to the long-distance charge, if any,
for each participant. In contrast, the cost of a conference using a
third-party service bureau typically ranges between $0.30 and $0.55 per
minute per participant within the United States. As such, a typical
customer can realize significant cost savings relative to existing voice
conferencing services provided by third-party service bureaus.
. Security and control. MeetingPlace's customer premise-based system
provides an architecture which enables an enterprise to manage data
collaboration securely behind its corporate firewall, consistent with its
other information technology strategies. Additionally, MeetingPlace
eliminates certain risks associated with third party conferencing service
bureaus, such as operators giving access to unwelcome participants.
. Ease of use and broad feature set. MeetingPlace allows users to schedule,
attend and review meetings easily from their telephones or familiar
desktop environments such as browsers or Microsoft Outlook. In addition,
MeetingPlace incorporates a large number of features that allow end users
to emulate many aspects of a face-to-face meeting such as breakout
sessions, roll calls and meeting hand-outs.
. Scalability and configurability. MeetingPlace is scalable with an
enterprise's conferencing needs. MeetingPlace servers are designed to be
networked together to coordinate the deployment of servers on a global
basis and to allow for large single meeting sessions of over 1,000
simultaneous participants. Moreover, MeetingPlace can be configured in a
variety of ways in order to satisfy specific business applications, such
as training and supply chain management.
Strategy
Our objective is to make MeetingPlace a standard communications tool within
an enterprise. Underlying this objective is our vision of making integrated
voice and data collaboration through MeetingPlace as widely utilized as e-mail
and voice mail. The key elements of our strategy include:
. Establish MeetingPlace as a ubiquitous desktop application. We intend to
continue to integrate MeetingPlace seamlessly with a wide array of
enterprise software, including browsers, collaborative software and
ERP/CRM applications. For example, MeetingPlace is already available to
end users through browser interfaces as well as Microsoft Outlook. We
intend to leverage the large installed base of such applications to
establish MeetingPlace as a standard desktop productivity tool by
deploying MeetingPlace as an integral element of these applications.
. Aggressively leverage installed customer base to increase market
penetration. We will focus on developing prominent Fortune 1000 reference
accounts to encourage widespread market acceptance of our products. We
intend to apply the expertise that we have gained in penetrating existing
vertical markets, such as financial services and high technology, to
actively pursue new markets such as professional services, manufacturing,
healthcare, transportation, education and government. Additionally, we
will continue to promote increased usage and deployment of our products
by our existing customers through after-market sales and support.
. Leverage technological expertise to address significant market
opportunities. We have gained significant technological expertise in both
voice and data enterprise network environments, as well as in such areas
as digital signal processing and system integration. Furthermore, we are
developing new features and applications to enhance our existing product
offerings and to address significant market opportunities such as voice
over IP and IP video. In addition, our technology platform is designed to
use open standards such as the T.120 specification for data conferencing
and the H.323 specification for IP telephony.
. Develop partnerships to expand distribution channels. We continue to
expand our direct selling efforts in domestic markets. We also plan to
increasingly utilize indirect distribution channels such as third party
distributors and system integration partners. We expect to focus such
partnership efforts on
31
expanding our geographic scope to reach customers in other countries and
in certain regions of the United States, and on entering into distribution
and co-marketing arrangements with partners that have expertise in
specific vertical markets.
. Provide value-added consulting services to our customers. In addition to
our full-care support to customers, we offer a wide variety of value-
added consulting services such as installation, training, system
administration, help desk services, and web site and systems integration.
We believe that providing these value-added services to our customers
enhances our ability to achieve broad deployment within their
enterprises.
. Extend MeetingPlace functionality to enable "Collaborative Knowledge
Management." Our long-term product development strategy includes the
development of features and applications to enable what we refer to as
Collaborative Knowledge Management, or CKM. We expect that CKM will
extend the current capabilities of MeetingPlace for real-time capture,
archival and retrieval of meeting content to allow enterprises to access
and manage the information generated in their meetings. We intend to
incorporate technologies such as voice recognition and search engines, as
well as integrate MeetingPlace with handheld devices.
Products and Services
MeetingPlace Hardware and Software Platform
Our MeetingPlace system enables the enterprise-wide deployment of real-time
voice and data conferencing capabilities. Designed to integrate with an
enterprise's existing telephone and data networks, MeetingPlace facilitates
meetings among people in different locations using phones and network connected
computers. The MeetingPlace system consists of three types of components:
MeetingPlace Conference Server. At the core of the MeetingPlace system is
the MeetingPlace conference server, an integrated hardware and software
platform. The MeetingPlace server is built around an Intel Pentium processor
and incorporates standard trunk interfaces to many analog and digital phone
systems, an Ethernet interface for local area networks, and a SCSI-based
storage system to manage internal database functions and conference recordings.
In addition, the platform utilizes our advanced high-performance digital signal
processing, or DSP, cards to manage voice communications. Each MeetingPlace
server can scale from 8 to 120 concurrent users in any combination of different
sized conferences, enabling customers to configure the MeetingPlace server on a
concurrent user basis. In addition to the MeetingPlace conference server, an
enterprise can increase scalability and reliability with the following options:
. MeetingPlace Network Server. An integrated hardware and software platform
that enables customers to manage up to eight MeetingPlace conference
servers with centralized scheduling, administration and reporting.
. MeetingPlace Shadow Network Server. An integrated hardware and software
platform that provides redundancy in the event of failure of the
MeetingPlace network server.
MeetingPlace Software. The MeetingPlace conference server includes system
software necessary to schedule, conduct and manage real-time voice and data
conferences. Such software includes a UNIX-based operating system and a
structured query language, or SQL, relational database, as well as integrated
voice processing, conference scheduling and conference bridging software. The
MeetingPlace system software also includes an optional simple network
management protocol, or SNMP, agent for centralized network management.
Enterprise customers can configure their MeetingPlace systems by choosing any
of the following software options:
. MeetingPlace Data Conferencing. Server-based software that facilitates
real-time data collaboration using either standards-based collaboration
software such as Microsoft NetMeeting or Java-compatible web browsers
such as Microsoft Internet Explorer and Netscape Navigator.
32
. MeetingNotes. Software that facilitates management of meeting agendas,
roll calls, attached electronic documents, related web hyperlinks, or
URLs, and conference recordings.
. MeetingPlace Flex Menus. Software that enables customization of telephone
touch-tone menus to access particular meetings and their associated
MeetingNotes information.
. MeetingTime. Windows or Macintosh compatible client software that enables
users to schedule, configure and monitor advanced meeting functions such
as breakout sessions and lecture style, listen-only meetings.
System Integration Options. We also offer several optional modules that
enable the integration of MeetingPlace with other strategic communications
tools used by the enterprise. Currently, these modules include:
. MeetingPlace WebPublisher. Windows NT-based software that integrates
MeetingPlace with an enterprise's web server to provide end users with
browser-based scheduling and management of conferences. WebPublisher also
integrates with RealAudio to provide streaming audio playback of
conference recordings.
. MeetingPlace Outlook Interface. Windows NT-based software that integrates
MeetingPlace with Microsoft Exchange to facilitate conference scheduling
and delivery of notifications through the Microsoft Outlook calendaring
interface from the user's desktop.
. MeetingPlace E-mail Gateway. Windows NT-based software that integrates
MeetingPlace with popular e-mail systems, including Microsoft Exchange
and Lotus Notes, for automated e-mail delivery of conference
notifications and meeting materials.
. MeetingPlace Fax Gateway. Windows NT-based software that integrates
MeetingPlace with a Windows NT-based fax server for automated fax
delivery of conference notifications and meeting materials.
33
Our MeetingPlace system is designed for deployment in enterprise IT
environments with a wide array of standard and optional features for end users,
help desk employees and system managers, including:
- --------------------------------------------------------------------------------
Capability Features
Meeting Set-Up. . ability to schedule in advance or real-time
Automated
scheduling and . schedule via MeetingTime software, web browser,
notification of telephone or Microsoft Outlook
meetings.
. scheduling of recurring meetings
. password and profile restrictions
. notification through e-mail, Microsoft Outlook, fax or
pager
. automatic dial-out to participants
- ------------------------------------------------------------------------------------
In-Session Capabilities. . roll calls
Management and control . announced and screened entries
of
meeting attendance and . participant exclusion
flow.
. breakout sessions
. lecture style, listen-only conferences
. real-time speaker identification
. interactive Q&A format
. participant muting
. automated dial-out to late participants
- ------------------------------------------------------------------------------------
Attachments. . distribution and notification of meeting materials,
Distribution of including electronic documents, prerecorded voice or
electronic meeting video and Internet hyperlinks
materials.
. access before, during or after meeting
. automatic forwarding by e-mail or fax
. access to materials via the web, by e-mail or by fax
- ------------------------------------------------------------------------------------
Recording. Recording, . on/off control during conference
storage and playback of
conferences.
. automatic posting for playback
. password or profile controlled access
. access through telephone, downloaded audio file or
streaming audio using RealAudio over the web
- ------------------------------------------------------------------------------------
System Administration. . remote administration via IP-based network (e.g.,
Tools for Internet)
management of . help desk monitoring via standard SNMP applications
MeetingPlace by
system administrators. . configuration, user profile management, capacity
planning, internal billback and automated backups
through MeetingTime software
. system reporting capability
We license technology that is incorporated into our products from certain
third parties, including certain digital signal processing algorithms and the
MeetingPlace server's operating system and relational database. See "Risk
Factors--We rely on technology licensed to us by third parties." Software and
hardware products as complex as ours are likely to contain undetected errors or
defects. See "Risk Factors--Our products may suffer from defects, errors or
breaches of security."
34
Consulting and Support Services
In addition to our MeetingPlace hardware and software offerings, we provide
extensive follow-on consulting and support services to our customers to ensure
successful deployment of MeetingPlace in their organizations. We offer
implementation and integration services on an individual engagement basis, and
full care support and managed services on an ongoing recurring basis.
. Implementation Services. Implementation services include turnkey project
management, database design, specific business application development,
training and on-site installation. These services target seamless
integration with a wide variety of telephone systems, local area network
configurations, web servers and messaging systems.
. Integration Services. Integration services include customization of web
interfaces to MeetingPlace, custom programming of telephone access menus
(through the MeetingPlace Flex Menu Option), custom reporting and
billing, integration of MeetingPlace into non-standard voice or data
networking infrastructures and advanced application support and training.
These services are designed for customers with special application or
integration needs.
. Full Care Support. Full care support is an annual or multi-year service
plan that provides telephone-based technical support to system managers.
In addition, participating customers receive a software subscription
service for new releases, access to a standby conference server and
onsite hardware maintenance.
. Managed Services. Managed services are designed for customers that desire
on-site MeetingPlace systems but wish to outsource MeetingPlace's
administration and management. Managed services include all user profile
management, help desk support, rollout, capacity planning, technical
support and monthly usage reporting.
Technology
MeetingPlace incorporates a wide variety of internally developed and third
party licensed technologies. Key aspects of our technology platform include:
. High-performance DSP engine. To meet the needs of a highly scalable
conferencing system, we designed our own general purpose DSP card based
on a RISC microprocessor and programmable Texas Instruments DSP chips.
MeetingPlace configurations can contain up to four DSP cards to deliver
up to five billion instructions per second, or BIPS, of processing power
in a single server. Our software leverages the power of these DSP cards
to provide high quality conference bridging that integrates DSP
algorithms for echo cancellation, automatic gain control, background
noise suppression, voice compression, and speaker and dial tone
detection.
. Conference scheduling engine. A sophisticated conference scheduling
engine efficiently allocates MeetingPlace system resources, including
conference licenses, access ports, recording space and meeting IDs. The
scheduling agent utilizes a SQL relational database to manage
transactions originating internally or externally from either the voice
or data network. The software allows for sufficient flexibility to
encompass real-world scenarios including early arrivals, unexpected
participants, conference no-shows and meetings that run over their
scheduled times.
. Conference recording and playback. To record and play back conferences,
MeetingPlace enables voice compression and decompression in addition to a
proprietary voice file system. The integration of conference scheduling,
bridging and recording enables MeetingPlace to facilitate impromptu
recording and playback of voice conferences without operator intervention
or external equipment.
. Robust server software architecture. MeetingPlace utilizes a robust set
of internally developed application programming interfaces, or APIs, that
are designed to integrate with a variety of external applications,
including web servers, e-mail systems and fax servers.
35
. Distributed network architecture. MeetingPlace enables the centralized
administration and management of multiple servers distributed over an
enterprise's local or wide area network. The system also incorporates an
internal database replication engine, system-wide redundancy for
MeetingPlace network servers and fault tolerance to network outages.
To be successful, we will need to develop and introduce new products that
respond to technological changes or evolving industry standards, such as voice
over IP, in a timely manner and on a cost-effective basis. In addition, we will
need to integrate our products with our customers' networks and enterprise
applications on an ongoing basis. Furthermore, any significant interruption in
the supply or support of any licensed software incorporated in our products
could adversely affect our sales. See "Risk Factors--Our market is subject to
rapid technological change," "--We need to integrate our products with third-
party technology," and "--We rely on technology licensed to us by third
parties."
Customers
We began commercial shipment of our products in December 1994 and, as of
December 31, 1998, had over 200 customers. Our typical customers are medium to
large businesses with geographically diverse employees, suppliers, customers
and other constituents. In addition to enterprise-wide general deployment,
customers have purchased and used MeetingPlace for a variety of specific
business applications, including crisis management, training and education,
customer and client services, supply chain management and merger integration.
Furthermore, over 60% of our existing customers have purchased additional
products or services after their initial system installations. The following is
a representative list of our customers by vertical market:
High Technology
Software Hardware Networking and
America Online, Inc. Apple Computer, Inc. Telecommunications
Cadence Design Fujitsu Limited 3Com Corporation
Systems, Inc. Hewlett-Packard Aspect
Clarify Inc. Company Telecommunications
Edify Corporation Honeywell Inc. Corporation
Enterprise Systems, Hutchinson Bell Atlantic
Inc. Technology Corporation
Great Plains Incorporated Ciena Corporation
Software, Inc. Natural Microsystems Cisco Systems, Inc.
Informix Corporation Corporation Norstan Inc.
Microsoft Quantum Corporation Tellabs, Inc.
Corporation Rockwell
NetManage, Inc. International
Network Associates, Corporation
Inc. Seagate Technology,
Oracle Corporation Inc.
Qualcomm
Incorporated
- --------------------------------------------------------------------------------
36
Financial Services
Investment Banking Insurance Other Financial
BancBoston Robertson Stephens Inc. Services
Aetna Inc.
Credit Suisse First Boston Corporation Brown Brothers
Harriman & Co.
American International Group, Inc.
J.C. Bradford & Co. CNA Financial Corporation
Merrill Lynch & Co. CUNA Mutual Group Capital Group
Companies Inc.
John Hancock Mutual Life Insurance Company
Morgan Stanley Dean Witter & Co.
NationsBanc Montgomery Securities LLC Conseco, Inc.
State Farm Insurance
Fidelity Investments
Prudential Securities Incorporated
Commercial Banking Franklin Templeton
SG Cowen Securities Corporation
UBS AG ABN AMRO Bank NV Instinet Corp.
BankBoston Southwest Securities
Bank of America Group, Inc.
Compass Bank The Vanguard Group
Life Savings Bank
KeyCorp
Northern Trust Bank
STAR Financial Bank
- --------------------------------------------------------------------------------
Other Industry Sectors
Professional Services Transportation Retail
Andersen Consulting Air Canada Best Buy Co., Inc.
Automatic Data Processing, Inc. CSX Corp. Pier 1 Imports, Inc.
A.T. Kearney, Inc. Budget Rent a Car Corporation Rite Aid Corporation
Burlington Northern Santa Fe Weight Watchers International,
The Boston Consulting Group, Inc. Corp. Inc.
Cambridge Technology Partners, Inc. Union Pacific Corp.
Deloitte & Touche, LLP Education
Electronic Data Systems, Corp. Healthcare California State University
Gartner Group, Inc. Kaiser Permanente The Ohio State University
Merck-Medco Managed Care,
International Data Corporation L.L.C. Rio Salado College
META Group, Inc. University of Illinois
University of Texas
Government
U.S. Federal Reserve Bank
NASA
U.S. Court of Appeals
State of Alaska
State of New Mexico
- --------------------------------------------------------------------------------
No single customer accounted for more than 10% of our total revenues in 1997
or 1998.
The following are specific examples of how customers use MeetingPlace to
solve their collaboration needs:
. Hewlett-Packard installed its first MeetingPlace servers with a total of
240 ports in January 1996 in its Palo Alto, California facilities. Since
its initial installation, Hewlett-Packard has deployed MeetingPlace as a
standard communications tool. Today, Hewlett-Packard has deployed over 23
MeetingPlace servers with a total of 2,300 ports in the United States,
Asia and Latin America, connected through Hewlett-Packard's virtual
private network. According to Hewlett-Packard, it saved approximately
$300,000 per month in 1998 based on its current usage of approximately 6
million minutes per month. Hewlett-Packard continues to adopt new
applications for MeetingPlace and is currently rolling out data
conferencing and web integration system-wide.
37
. Credit Suisse First Boston's parent company, Credit Suisse, initially
rolled out MeetingPlace in January 1995 as a cost effective conferencing
solution to schedule, record and archive intraday conference calls. This
enabled their worldwide sales force and securities traders to communicate
with each other regarding market conditions and investment opportunities.
Since its initial deployment with Credit Suisse, MeetingPlace has been
adopted within divisions of Credit Suisse First Boston in North America,
Europe and Asia to satisfy their conferencing needs. In addition,
MeetingPlace's technology has resolved such issues as ambient noise from
the trading floor and poor audio quality from telephones from various
countries. Conference leaders have greater control over the calls, long
distance connection delays have been eliminated, and participation has
dramatically increased.
. Budget Rent a Car chose MeetingPlace as a vital component of its distance
learning solution. MeetingPlace creates a virtual classroom between three
training labs in Lisle, Illinois, and 127 remote workstation sites across
the United States. MeetingPlace breakout sessions enable paired role-play
exercises and dialog sessions. Sessions are also recorded so that absent
trainees can call into the MeetingPlace system and listen to them at
their convenience. According to Budget, training costs have dropped from
$2,000 to just $156 per trainee, and training penetration has increased
from 60% to 99%.
Marketing and Sales
Marketing. In order to create awareness, market demand and sales
opportunities for our products, we engage in a number of marketing activities
which include exhibiting products and applications at industry trade shows and
on our web site, direct marketing, advertising in selected publications aimed
at targeted markets, public relations activities with trade and business press
and distribution of sales literature, technical specifications and
documentation. Our marketing efforts focus on educating the significant
influencers within enterprises, targeting IT executives and IT managers to
build a business case and closing on initial deployment applications. In
addition, we cultivate relationships with major network and telecommunications
equipment providers, and we intend to engage in co-marketing activities with
enterprise software providers.
Sales. Our distribution strategy is to sell our products and services to
medium to large businesses with geographically dispersed employees, suppliers,
customers and other constituents. We employ a direct sales force in the United
States as our primary distribution channel to market to these enterprises. As
of January 31, 1999, our direct sales force consisted of 39 sales
representatives located in 15 cities. Latitude uses a consultative sales
approach working closely with customers to understand and define their needs
and determine how they can be addressed by our products and services. This
strategy continues after the initial product implementation, the successful
completion of which is typically a prerequisite to full scale deployment. While
the sales cycle varies from customer to customer, it typically lasts between
six and nine months. See "Risk Factors--Our sales cycle is lengthy and
unpredictable."
In addition to our direct sales force in the United States and the United
Kingdom, we use indirect channels to extend our marketing effort. The indirect
channels consist of resellers that target specific geographic regions and
vertical markets, as well as usage-based resellers who offer access to
MeetingPlace services on a per-minute basis. As of January 31, 1999, we had
eight domestic resellers and three international resellers. We intend to grow
all of our reseller channels. See "Risk Factors--We need to expand our sales
and distribution channels" and "--We face risks associated with international
expansion."
Competition
We compete in a market that is highly competitive and rapidly changing. We
expect competition to persist and intensify in the future. We face competition
from a number of different sources. Currently, our principal competitors
include:
. major telecommunications carriers that operate service bureaus for voice
conferencing, such as AT&T Corp., MCI Worldcom, Inc. and Sprint
Corporation;
38
. private branch exchange, or PBX, vendors that sell systems with voice
conferencing capabilities; such as Lucent Technologies Inc. and Nortel
Networks;
. providers of video conferencing systems such as PictureTel Corporation,
Pinnacle Data Systems Incorporated and 8x8, Inc.; and
. smaller start-up companies that offer web-based voice and data
conferencing products.
In addition, we anticipate that, in the future, we may experience
competition from potential competitors that include:
. networking companies, such as Cisco Systems, Inc., 3Com Corporation,
Lucent Technologies Inc. and Nortel Networks, that are focusing on
providing hardware to enable voice over IP applications and that may
offer voice and data conferencing functionality at a cost lower than ours
or at no cost; and
. collaborative software providers, such as Microsoft Corporation and Lotus
Development Corporation, that are currently focusing on data conferencing
products and that may in the future incorporate video conferencing
functionality into their products at little or no incremental charge to
their customers.
We believe the principal competitive factors in our market include, or are
likely to include, overall cost of conferencing, product performance and
features such as the ability to integrate voice and data, reliability, ease of
use, size of customer base, quality of service and technical support, sales and
distribution capabilities and strength of brand name.
We believe that we compete favorably with respect to each of the foregoing
factors. However, many of our competitors have longer operating histories,
stronger brand names and significantly greater financial, technical, marketing
and other resources than we do. These companies also may have existing
relationships with many of our prospective customers. In addition, these
companies may be able to respond more quickly than we can to new or emerging
technologies and changes in customer requirements.
New competitors may emerge and rapidly acquire significant market share.
Competitive pressure, including any reduction in the cost of audio conferencing
services provided by service bureaus, may make it difficult for us to acquire
and retain customers and may require us to reduce the price of our products and
services.
We cannot be certain that we will be able to compete successfully with
existing or new competitors. If we fail to compete successfully against current
or future competitors, our business could suffer.
Patents and Intellectual Property Rights
Our success is heavily dependent upon protecting our proprietary technology.
We rely primarily on a combination of patents, copyright, trademark, trade
secrets, non-disclosure agreements and other contractual provisions to protect
our proprietary rights. As of January 31, 1999, we had four issued U.S. patents
relating to such technologies as voice processing interfaces, recording and
retrieval of audio conferences, and graphical computer interfaces for
teleconference systems. We cannot be certain that these patents will provide us
with any competitive advantages or will not be challenged, invalidated or
circumvented by third parties or that the patents of others will not have an
adverse effect on our ability to do business.
Despite our efforts to protect our proprietary rights, unauthorized parties
may copy aspects of our products and obtain and use information that we regard
as proprietary. In addition, other parties may breach confidentiality
agreements or other protective contracts we have entered into, and we may not
be able to enforce our rights in the event of such breaches. Our competitors
may independently develop technologies that
39
are substantially equivalent or superior to ours. Furthermore, the laws of many
foreign countries do not protect our intellectual property rights to the same
extent as the laws of the United States.
Although we attempt to avoid infringing known proprietary rights of third
parties in our product development efforts, we expect that we may be subject to
legal proceedings and claims for alleged infringement of third party
proprietary rights, such as patents, copyrights or trademarks, by us or our
licensees from time to time in the ordinary course of business. We may
increasingly be subject to infringement claims as the number of products and
competitors in our industry grow and functionalities of products overlap.
Furthermore, former employers of our current and future employees may assert
that our employees have improperly disclosed confidential or proprietary
information to us. If we discover that any element of our products violates
third party proprietary rights, we may be unable to obtain licenses on
commercially reasonable terms, if at all, and to avoid or settle litigation
without substantial expense and damage awards. Any claims relating to the
infringement of third party proprietary rights, even if not meritorious, could
result in costly litigation, divert management's attention and resources, or
require us to enter into royalty or license agreements which are not
advantageous to us. Parties making such claims may be able to obtain injunctive
or other equitable relief, which could prevent us from selling our products in
the United States or abroad. Any of these results could harm our business.
Dell Computer Corporation has registered the "Latitude" mark for computers
in the United States and certain other countries. Dell's United States
trademark registration and Canadian application have blocked our ability to
register the "Latitude Communications" and "Latitude" with logo marks in the
United States and the "Latitude Communications" mark in Canada. Since we
believe that we have priority of trade name usage in the United States, we have
petitioned to cancel Dell's United States registration and opposed its Canadian
application. The outcome of these proceedings is uncertain. If Dell's
registration for the "Latitude" mark is not canceled or if we are unable to
obtain consent from Dell for our registration of our marks, we may not be able
to register our marks and would have to rely solely on common law protection
for such marks. We cannot assure you that we will be free from challenges of or
obstacles to our use or registration of our marks.
Manufacturing
We currently outsource the manufacturing of all of the subassemblies and
components of the MeetingPlace server to third parties. This strategy allows us
to reduce costly investment in manufacturing capital and to leverage the
expertise of our vendors. Our manufacturing operation consists primarily of
final assembly and testing of fully-configured MeetingPlace servers. Certain
components and parts used in our products are procured from sole sources,
including the processor and digital signal processing device used in our
MeetingPlace server. We typically obtain components from only one vendor even
where multiple sources are available, to maintain quality control and enhance
the working relationship with suppliers. These purchases are made under
existing contracts or purchase orders. The failure of any sole source suppliers
to deliver on schedule could delay or interrupt our delivery of products and
thereby adversely affect our business. See "Risk Factors--We rely on outside
manufacturers and suppliers."
Employees
As of January 31, 1999, we had a total of 115 employees, of which 28 were in
research and development, 76 were in sales, marketing and customer support, and
11 were in finance, administration, and operations. Our future performance
depends in significant part upon our ability to attract new personnel and the
continued service of existing personnel in key areas including engineering,
technical support and sales. Competition for such personnel is intense and
there can be no assurance that we will be successful in attracting or retaining
such personnel in the future. None of our employees are subject to a collective
bargaining agreement. We consider our relations with our employees to be good.
See "Risk Factors--We may experience difficulties managing our expected growth"
and "--We depend on certain key employees."
40
Facilities
We lease approximately 39,000 square feet for our headquarters facility in
Santa Clara, California, which we expect to expand to approximately 51,000
square feet in the second quarter of 1999. The current lease for the Santa
Clara facility expires in December 2000, at which time we have the option to
extend it for an additional five years. We also lease space at eleven other
locations in the U.S. and three internationally. Each of these other offices is
leased on a month-to-month basis or under a lease with a term of 12 months or
less.
Legal Proceedings
We are not currently a party to any material legal proceedings.
41
MANAGEMENT
Executive Officers and Directors
The following table sets forth certain information with respect to our
executive officers and directors as of December 31, 1998.
Name Age Position
---- --- --------
Emil C.W. Wang.......... 47 President, Chief Executive Officer and Director
Glenn A. Eaton.......... 36 Vice President, International
Roberta H. Gray......... 47 Vice President, Marketing
Janet A. Gregory........ 46 Vice President, North American Sales
Christopher D. Harvey... 41 Vice President, Customer Support
Rick M. McConnell....... 33 Chief Financial Officer and Vice President, Finance and Administration
Edward D. Tracy......... 39 Vice President, Product Operations
Thomas H. Bredt......... 58 Director
Robert J. Finocchio,
Jr. ................... 47 Director
F. Gibson Myers, Jr. ... 56 Director
James L. Patterson...... 60 Director
- --------
Messrs. Bredt and Finocchio comprise our audit committee.
Messrs. Myers and Patterson comprise our compensation committee.
Mr. Wang, Latitude's founder, has served as our President and Chief
Executive Officer and as a Director since our inception in April 1993. Prior to
founding Latitude, Mr. Wang served in various management positions with Aspect
Telecommunications Corporation, a provider of call center systems ("Aspect").
Prior to Aspect, Mr. Wang was employed with ROLM Corporation, a manufacturer of
PBX systems ("ROLM"), and was a consultant with Bain & Co., a management
consulting firm. Mr. Wang holds a B.S. degree in civil engineering from
Princeton University and an M.S. degree in structural engineering and an M.B.A.
degree from Stanford University.
Mr. Eaton has served as our Vice President, International since January
1999, and previously served as our Vice President, Business Development, from
December 1997 to January 1999, Vice President, Marketing from October 1994 to
December 1997 and Director of Marketing from May 1993 to October 1994. Prior to
Latitude, Mr. Eaton served in various management positions with Aspect,
including Director of Product Marketing for the Aspect CallCenter from May 1989
to April 1993. Prior to Aspect, Mr. Eaton was employed with ROLM for six years.
Mr. Eaton holds an B.S. degree in electrical engineering from the Massachusetts
Institute of Technology.
Ms. Gray has served as our Vice President, Marketing since October 1998.
From September 1997 to October 1998, Ms. Gray was Vice President, Strategy and
Business Development at Intrepid Systems, Inc., a provider of retail management
software. From June 1990 to August 1997, she served in various marketing
management positions with SCO, a provider of network computing software,
including Senior Director of Strategic Marketing from August 1996 to August
1997. Prior to SCO, Ms. Gray was a Market Development Manager with Sun
Microsystems, Inc. from May 1985 to June 1990 and was Director of Software
Engineering from May 1979 to May 1985. Ms. Gray holds a B.S. degree in
mathematical sciences from Stanford University.
42
Ms. Gregory has served as our Vice President, North American Sales since
March 1994. From July 1988 to January 1994, Ms. Gregory served in various
management positions with Octel Communications Corporation, a provider of voice
messaging systems ("Octel"), including Director of Marketing for Voice
Information Services, Director of Sales for Voice Information Services and
General Manager for CPE Sales. Prior to Octel, Ms. Gregory held various sales
management positions with ROLM from 1980 to 1988. Ms. Gregory holds a B.A.
degree in English from Guilford College.
Mr. Harvey has served as our Vice President, Customer Support since April
1998. From January 1997 to March 1998, Mr. Harvey was an independent consultant
in the field of customer support. From May 1992 to January 1997, he served as
Director of Worldwide Technical Support at Auspex Systems, Inc. a manufacturer
of network file servers ("Auspex"). Prior to Auspex, Mr. Harvey held various
management positions in technical support and systems engineering with Minerva
Systems, Inc., a provider of hardware and software for video compression, and
Epoch Systems, Inc., a provider of optical storage devices. Mr. Harvey holds a
B.S. degree in management from the University of San Francisco and an M.B.A.
degree from Golden Gate University.
Mr. McConnell has served as our Chief Financial Officer and Vice President,
Finance and Administration since December 1998. From January 1994 to November
1998, Mr. McConnell was Chief Financial Officer and Vice President, Finance and
Administration of Storm Technology, Inc., a maker of personal scanners
("Storm"), and served as Director of Finance and Administration of Storm from
June 1992 until January 1994. From July 1987 to June 1990, Mr. McConnell was
employed as a financial engineer by The First Boston Corporation, predecessor
to Credit Suisse First Boston, a financial services firm. Mr. McConnell holds a
B.A. degree in quantitative economics from Stanford University and an M.B.A.
degree from the Stanford Graduate School of Business.
Mr. Tracy has served as our Vice President, Product Operations since
December 1996. From January 1986 to May 1993, Mr. Tracy served in various
management positions with Aspect, including Director of Engineering from May
1991 to May 1993. Prior to Aspect, Mr. Tracy worked with DAVID Systems, Inc., a
telecommunications company, as a designer of voice/data switching PBX systems.
Mr. Tracy holds an Sc.B. degree in engineering from Brown University and an
M.S.E.E. degree in electrical engineering from Stanford University.
Mr. Bredt has served as a director of Latitude since April 1993. Since April
1986, Mr. Bredt has been a general partner and managing director of Menlo
Ventures, a venture capital firm. Mr. Bredt is also a director of Clarify Inc.,
a developer and provider of integrated enterprise front office solutions. Mr.
Bredt holds a B.S.E. degree in science engineering from the University of
Michigan, an M.E.E. degree in electrical engineering from New York University
and a Ph.D. degree in computer science from Stanford University.
Mr. Finocchio has served as a director of Latitude since August 1995. Since
July 1997, Mr. Finocchio has served as Chairman, President and Chief Executive
Officer of Informix Corporation, a provider of information management software.
From December 1988 until May 1997, Mr. Finocchio was employed with 3Com
Corporation ("3Com"), a global data networking company, where he held various
positions, most recently serving as President, 3Com Systems. Prior to his
employment with 3Com, Mr. Finocchio held various executive positions in sales
and service with Rolm Communications, a telecommunications and networking
company, most recently as Vice President of Rolm Systems Marketing. Mr.
Finocchio is also a Regent of Santa Clara University. Mr. Finocchio holds a
B.S. degree in economics from Santa Clara University and an M.B.A. degree from
the Harvard Business School.
Mr. Myers has served as a director of Latitude since June 1997. Since 1970,
Mr. Myers has been a general partner or managing director of various entities
associated with Mayfield Fund, a venture capital firm. Mr. Myers also serves as
a director of Spectralink Corporation, a provider of on-premises wireless
telephone systems. Mr. Myers holds a B.A. degree in engineering from Dartmouth
College and an M.B.A. degree from Stanford University.
43
Mr. Patterson has been a director of Latitude since July 1993. Mr. Patterson
has been an independent consultant since June 1987. Mr. Patterson also serves
as a director of Aspect Telecommunications Corporation. Mr. Patterson holds a
B.S.E.E. degree in electrical engineering from the University of Colorado.
Executive officers are appointed by the Board of Directors and serve until
their successors are qualified and appointed. There are no family relationships
among any of our directors or officers. Storm filed for Chapter 7 bankruptcy
protection in November 1998 when Mr. McConnell was Storm's Chief Financial
Officer and Vice President, Finance and Administration.
Board Composition
Our Bylaws currently provide for a Board of Directors consisting of five
members. Commencing at the first annual meeting of stockholders following the
annual meeting of stockholders when Latitude shall have had at least 800
stockholders, the Board of Directors will be divided into three classes, each
serving staggered three-year terms: Class I, whose term will expire at the
first annual meeting of stockholders following the annual meeting of
stockholders when Latitude shall have had at least 800 stockholders; Class II,
whose term will expire at the second annual meeting of stockholders following
the annual meeting of stockholders when Latitude shall have had at least 800
stockholders; and Class III, whose term will expire at the third annual meeting
of stockholders following the annual meeting of stockholders when Latitude
shall have had at least 800 stockholders. As a result, only one class of
directors will be elected at each annual meeting of stockholders of Latitude,
with the other classes continuing for the remainder of their respective terms.
Messrs. Bredt and Myers have been designated as Class I directors; Messrs.
Patterson and Finocchio have been designated as Class II directors; and Mr.
Wang has been designated as a Class III director. These provisions in our
restated certificate of incorporation may have the effect of delaying or
preventing changes in control or management of Latitude. See "Description of
Capital Stock--Delaware Anti-Takeover Law and Certain Charter Provisions."
Messrs. Bredt and Myers were elected to the Board of Directors pursuant to a
voting agreement by and among Latitude and certain of its principal
stockholders. This voting agreement will terminate upon completion of this
offering.
Board Compensation
Except for reimbursement for reasonable travel expenses relating to
attendance at Board meetings and the grant of stock options, directors are not
compensated for their services as directors. Directors who are employees of
Latitude are eligible to participate in our 1993 and 1999 Stock Plans and will
be eligible to participate in the our 1999 Employee Stock Purchase Plan.
Directors who are not employees of Latitude will be eligible to participate in
our 1999 Stock Plan and 1999 Directors' Stock Option Plan. See "Stock Plans."
Board Committees
The Compensation Committee currently consists of Messrs. Myers and
Patterson. The Compensation Committee reviews and approves the compensation and
benefits for our executive officers, grants stock options under our stock
option plans and makes recommendations to the Board of Directors regarding such
matters.
The Audit Committee consists of Messrs. Bredt and Finocchio. The Audit
Committee makes recommendations to the Board of Directors regarding the
selection of independent auditors, reviews the results and scope of the audit
and other services provided by our independent auditors and reviews and
evaluates our audit and control functions.
44
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee of Latitude's Board of Directors
are currently Messrs. Myers and Patterson. Neither Mr. Myers nor Mr. Patterson
has at any time been an officer or employee of Latitude.
Executive Compensation
Summary Compensation. The following table sets forth the compensation earned
for services rendered to Latitude in all capacities for the year ended December
31, 1998 by our Chief Executive Officer and the four next most highly
compensated executive officers whose total cash compensation exceeded $100,000
during the year ended December 31, 1998 (collectively, the "Named Executive
Officers").
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
-------------------- ------------
Securities
Underlying All Other
Name and Principal Position Salary ($) Bonus ($) Options (#) Compensation($)
--------------------------- ---------- --------- ------------ ---------------
Emil C.W.Wang................ $152,696 $17,348 151,200 $1,242(1)
President and Chief
Executive Officer
Glenn A. Eaton............... 125,108 8,674 46,200 199(2)
Vice President,
International
Janet A. Gregory............. 98,754 92,061 53,700 156(2)
Vice President, North
American Sales
Edward D. Tracy.............. 118,529 26,090 46,200 192(2)
Vice President, Product
Operations
- --------
(1) Consists of life insurance premiums paid by Latitude and reimbursement for
tax preparation expenses.
(2) Consists of life insurance premiums paid by Latitude.
Pursuant to the terms of a bonus plan adopted by the Board of Directors,
certain of our executive officers will receive performance bonuses in 1999
based on Latitude's achievement of certain quarterly revenue targets set by the
Board of Directors.
Option Grants. The following table sets forth certain information with
respect to stock options granted to each of the Named Executive Officers in the
year ended December 31, 1998. In accordance with the rules of the Securities
and Exchange Commission, also shown below is the potential realizable value
over the term of the option (the period from the grant date to the expiration
date) based on assumed rates of stock appreciation of 5% and 10%, compounded
annually. These amounts are based on certain assumed rates of appreciation and
do not represent our estimate of future stock price. Actual gains, if any, on
stock option exercises will depend on the future performance of the common
stock.
45
Option Grants in Last Fiscal Year(1)
% of
Total
Options Potential Realizable Value
Number of Granted to at Assumed Annual Rates
Shares Employees of Stock Price Appreciation
Underlying in Last Exercise for Option Term(4)
Options Fiscal Price Expiration ----------------------------
Name Granted(#) Year(2) ($/share)(3) Date 5% 10%
---- ---------- ---------- ------------ ---------- ------------- --------------
Emil C.W. Wang(5)....... 151,200 14.1% $1.00 1/16/08 $ 95,155 $ 241,179
Glenn A. Eaton(5)....... 46,200 4.3 1.00 1/16/08 29,075 73,693
Janet A. Gregory(5)..... 53,700 5.0 1.00 1/16/08 33,795 85,657
Edward D. Tracy(5)...... 46,200 4.3 1.00 1/16/08 29,075 73,693
- --------
(1) On January 8, 1999, the following Named Executive Officers were granted
options at an exercise price of $4.33 per share: Mr. Wang, 20,337 shares;
Mr. Eaton, 5,337 shares; Ms. Gregory, 20,337 shares; and Mr. Tracy, 20,337
shares.
(2) Based on an aggregate of 1,074,209 shares subject to options granted by
Latitude during the year ended December 31, 1998 to employees of and
consultants to Latitude, including the Named Executive Officers.
(3) The exercise price per share of each option was equal to the fair market
value of the common stock on the date of grant as determined in good faith
by the Board of Directors on such date based upon such factors as the
purchase price paid by investors for shares of Latitude's preferred stock,
the absence of a trading market for Latitude's securities and Latitude's
financial outlook and results of operations.
(4) The potential realizable value is based on the term of the option at its
time of grant (ten years), and assumes that the fair market value of
Latitude's common stock on the date of grant appreciates at the indicated
annual rate compounded annually for the entire term of the option and that
the option is exercised and sold on the last day of its term for the
appreciated stock price.
(5) These stock options, which were granted under the 1993 Stock Option Plan,
become exercisable at a rate of 1/4 of the total number of shares of common
stock subject to the option on the first anniversary of the date of grant,
and 1/48 of the total number of shares monthly thereafter, as long as the
optionee remains an employee with, consultant to, or director of Latitude.
Aggregate Option Exercises and Option Values. The following table provides
certain summary information concerning the shares of common stock represented
by outstanding stock options held by each of the Named Executive Officers as of
December 31, 1998. No options were exercised by the Named Executive Officers
during the year ended December 31, 1998.
Fiscal Year-End Option Values
Value of Unexercised
Number of Securities In-the-Money Options
Underlying Unexercised at December 31,
Options at December 31, 1998(#) 1998($)(1)
----------------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- -------------- ----------------- ----------- -------------
Emil C.W. Wang.......... 375 152,235 $1,225 $406,875
Glenn A. Eaton.......... 375 47,325 1,225 126,875
Janet A. Gregory........ 375 54,825 1,225 146,875
Edward D. Tracy......... 375 47,325 1,225 126,875
- --------
(1) Based on the fair market value as of December 31, 1998, as determined by
the Board of Directors, minus the exercise price, multiplied by the number
of shares underlying the option.
46
Stock Plans
1993 Stock Plan. Our 1993 Stock Plan provides for the grant of incentive
stock options to employees and nonstatutory stock options and stock purchase
rights to employees, directors and consultants. The purposes of the 1993 Stock
Plan are to attract and retain the best available personnel, to provide
additional incentives to our employees and consultants and to promote the
success of our business. The 1993 Stock Plan was originally adopted by our
Board of Directors in June 1993 and approved by our stockholders in September
1993. Unless terminated earlier by the Board of Directors, the 1993 Stock Plan
shall terminate in June 2003. A total of 3,555,000 shares of common stock have
been reserved for issuance under the 1993 Stock Plan. As of December 31, 1998,
options to purchase 1,352,496 shares of common stock were outstanding at a
weighted average exercise price of $2.24 per share, 1,968,636 shares had been
issued upon exercise of outstanding options or pursuant to restricted stock
purchase agreements, and 233,868 shares remained available for future grant.
The 1993 Stock Plan may be administered by the Board of Directors or a
committee of the Board (the "Administrator"). The Administrator determines the
terms of options granted under the 1993 Stock Plan, including the number of
shares subject to the option, exercise price, term and exercisability.
Incentive stock options granted under the 1993 Stock Plan must have an exercise
price of at least 100% of the fair market value of the common stock on the date
of grant and at least 110% of such fair market value in the case of an optionee
who holds more than 10% of the total voting power of all classes of our stock.
Nonstatutory stock options granted under the 1993 Stock Plan must have an
exercise price of at least 85% of the fair market value of the common stock on
the date of grant (or at least 110% of such fair market value in the case of an
optionee who holds more than 10% of the total voting power of all classes of
our stock). Payment of the exercise price may be made in cash or such other
consideration as determined by the Administrator.
The Administrator determines the term of options, which may not exceed 10
years (or five years in the case of an option granted to a holder of more than
10% of the total voting power of all classes of our stock). No option may be
transferred by the optionee other than by will or the laws of descent or
distribution. Each option may be exercised during the lifetime of the optionee
only by such optionee. The Administrator determines when options become
exercisable. Options granted under the 1993 Stock Plan generally must be
exercised within 60 days after the termination of the optionee's status as an
employee, director or consultant of Latitude, or within 12 months if such
termination is due to the death or disability of the optionee, but in no event
later than the expiration of the option's term. Options granted under the 1993
Stock Plan generally vest at the rate of 1/4th of the total number of shares
subject to the option 12 months after the date of grant, and 1/48th of the
total number of shares subject to the option each month thereafter.
In addition to stock options, the Administrator may issue employees,
directors and consultants stock purchase rights under the 1993 Stock Plan. The
Administrator determines the number of shares, price, terms, conditions and
restrictions related to a grant of stock purchase rights. The purchase price of
a stock purchase right granted under the 1993 Stock Plan must be at least 85%
of the fair market value of the shares as of the date of the offer. The period
during which the stock purchase right is held open is determined by the
Administrator, but in no case shall such period exceed 30 days. Unless the
Administrator determines otherwise, the recipient of a stock purchase right
must execute a restricted stock purchase agreement granting Latitude an option
to repurchase the unvested shares at cost upon termination of such recipient's
relationship with us.
In the event of our merger with or into another corporation, each option and
stock purchase right may be assumed or an equivalent option or stock purchase
right substituted by the successor corporation. However, if the successor
corporation does not agree to such assumption or substitution of an option or
stock purchase right, then, in the case of an option, the unvested shares under
the option will automatically be accelerated such that an additional 50% of the
total number of unvested shares will automatically become vested, and in the
case of a stock purchase right, any rights of repurchase with respect to the
stock purchase right will automatically terminate with respect to 50% of the
total number of unvested shares. In addition, if the holder of an option or
stock purchase right is an employee and such holder's employment is
involuntarily terminated other than for
47
cause at any time within 24 months following our merger with or into another
corporation, then, subject to certain limitations, then, in the case of an
option, the unvested shares under the option will automatically be accelerated
such that an additional 50% of the total number of unvested shares will
automatically become vested, and in the case of a stock purchase right, any
rights of repurchase with respect to the stock purchase right will
automatically terminate with respect to 50% of the total number of unvested
shares.
The Administrator has the authority to amend or terminate the 1993 Stock
Plan provided that no action that impairs the rights of any holder of an
outstanding option may be taken without the holder's consent. In addition,
stockholder approval is required to increase the number of shares subject to
the 1993 Stock Plan or to change the designation of the class of persons
eligible to be granted options.
1999 Stock Plan. Our 1999 Stock Plan (the "1999 Plan") was adopted by the
Board of Directors in February 1999 and will be submitted for approval by our
stockholders prior to completion of this offering. A total of 2,700,000 shares
of common stock has been reserved for issuance under the Stock Plan, all of
which remain available for future option grants. The purposes of the 1999 Plan
are to attract and retain the best available personnel to Latitude and to
provide additional incentives to our employees and consultants and to promote
the success of our business. The 1999 Plan provides for the granting to
employees, including officers and directors, of incentive stock options within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") and for the granting to employees and consultants (including
nonemployee directors) of nonstatutory stock options and stock purchase rights.
If not terminated earlier, the 1999 Plan will terminate in February 2009.
The 1999 Plan may be administered by the Board of Directors or a committee
of the Board (the "Administrator"). The 1999 Plan is currently administered by
the Compensation Committee. The Administrator determines the terms of options
granted under the 1999 Plan, including the number of shares subject to the
option, exercise price, term and exercisability. In no event, however, may an
individual employee receive option grants for more than 2,700,000 shares under
the 1999 Plan in any fiscal year. The exercise price of all incentive stock
options granted under the 1999 Plan must be at least equal to the fair market
value of the common stock on the date of grant. The exercise price of any
incentive stock option granted to an optionee who owns stock representing more
than 10% of the total combined voting power of all classes of outstanding
capital stock of Latitude or any parent or subsidiary corporation of Latitude
(a "10% Stockholder") must equal at least 110% of the fair market value of the
common stock on the date of grant. The exercise price of all nonstatutory stock
options must equal at least 85% of the fair market value of the common stock on
the date of grant; provided, however, that the exercise price of any
nonstatutory stock option granted to any individual who, on the last day of
Latitude's most recently completed fiscal year, is the chief executive officer
of Latitude (or is acting in such capacity) or among the four highest
compensated officers (other than the chief executive officer) of Latitude whose
total cash compensation exceeded $100,000 during such fiscal year must equal at
least 100% of the fair market value of the common stock on the date of grant.
Payment of the exercise price may be made in cash or other consideration as
determined by the Administrator.
The Administrator determines the term of options, which may not exceed 10
years (5 years in the case of an incentive stock option granted to a 10%
Stockholder). No option may be transferred by the optionee other than by will
or the laws of descent or distribution. Each option may be exercised during the
lifetime of the optionee only by such optionee. The Administrator determines
when options become exercisable. Options granted under the 1999 Plan generally
become exercisable at the rate of 1/4th of the total number of shares subject
to the options twelve months after the date of grant, and 1/48th of the total
number of shares subject to the options each month thereafter.
In addition to stock options, the Administrator may issue employees,
directors and consultants stock purchase rights under the 1999 Stock Plan. The
Administrator determines the number of shares, price, terms, conditions and
restrictions related to a grant of stock purchase rights. The purchase price of
a stock purchase right granted under the 1999 Stock Plan must be at least 85%
of the fair market value of the shares as of the date of the offer (or 100% of
the fair market value if stock purchase right is granted to a 10% Stockholder).
48
The period during which the stock purchase right is held open is determined by
the Administrator, but in no case shall such period exceed 30 days. Unless the
Administrator determines otherwise, the recipient of a stock purchase right
must execute a restricted stock purchase agreement granting Latitude an option
to repurchase the shares at cost upon termination of such recipient's
relationship with us.
In the event of the sale of all or substantially all of our assets or our
merger with another corporation, then each option and stock purchase right may
be assumed or an equivalent option or stock purchase right substituted by the
successor corporation. However, if the successor corporation does not agree to
such assumption or substitution of an option, the option or stock purchase
right then, in the case of an option, the unvested shares under the option will
automatically be accelerated such that an additional 50% of the total number of
unvested shares will automatically become vested, and in the case of a stock
purchase right, any rights of repurchase with respect to the stock purchase
right will automatically terminate with respect to 50% of the total number of
unvested shares. In addition, if the holder of an option or stock purchase
right is an employee and such holder's employment is involuntarily terminated
other than for cause at any time within 24 months following our merger with or
into another corporation, then, subject to certain limitations, then, in the
case of an option, the unvested shares under the option will automatically be
accelerated such that an additional 50% of the total number of unvested shares
will automatically become vested, and in the case of a stock purchase right,
any rights of repurchase with respect to the stock purchase right will
automatically terminate with respect to 50% of the total number of unvested
shares. The Administrator has the authority to amend or terminate the 1999 Plan
as long as such action does not adversely affect any outstanding option and
provided that stockholder approval shall be required for an amendment to
increase the number of shares subject to the 1999 Plan, to change the
designation of the class of persons eligible to be granted options, or to
change the limitation on grants to individual employees.
1999 Directors' Stock Option Plan. The 1999 Directors' Stock Option Plan
(the "Directors' Plan") was adopted by the Board of Directors in February 1999
and will be submitted for approval by our stockholders prior to completion of
this offering. A total of 250,000 shares of common stock has been reserved for
issuance under the Directors' Plan, all of which remain available for future
grants. The Directors' Plan provides for the grant of nonstatutory stock
options to nonemployee directors of Latitude. The Directors' Plan is designed
to work automatically without administration; however, to the extent
administration is necessary, it will be performed by the Board of Directors. To
the extent they arise, it is expected that conflicts of interest will be
addressed by abstention of any interested director from both deliberations and
voting regarding matters in which such director has a personal interest.
The Directors' Plan provides that each person who is or becomes a
nonemployee director of Latitude will be granted a nonstatutory stock option to
purchase 20,000 shares of common stock (the "First Option") on the later of the
date on which the optionee first becomes a nonemployee director of Latitude or
the date of the closing of this offering. Thereafter, on the date of our Annual
Stockholders Meeting each year, each nonemployee director will be granted an
additional option to purchase 5,000 shares of common stock (a "Subsequent
Option") if, on such date, he or she has served on Latitude's Board of
Directors for at least six months.
The Directors' Plan sets neither a maximum nor a minimum number of shares
for which options may be granted to any one nonemployee director, but does
specify the number of shares that may be included in any grant and the method
of making a grant. No option granted under the Directors' Plan is transferable
by the optionee other than by will or the laws of descent or distribution or
pursuant to a qualified domestic relations order, and each option is
exercisable, during the lifetime of the optionee, only by such optionee. The
Directors' Plan provides that the First Option shall become exercisable in
installments as to 25% of the total number of shares subject to the First
Option on each of the first, second, third and fourth anniversaries of the date
of grant of the First Option. Each Subsequent Option shall become exercisable
in installments as to 50% of the total number of shares on each of the first
and second anniversaries of the date of grant of that Subsequent Option. If a
nonemployee Director ceases to serve as a Director for any reason other than
death or disability, he or she
49
may, but only within 90 days after the date he or she ceases to be a Director
of Latitude, exercise options granted under the Directors' Plan to the extent
that he or she was entitled to exercise it at the date of such termination. To
the extent that he or she was not entitled to exercise any such option at the
date of such termination, or if he or she does not exercise such option (which
he or she was entitled to exercise) within such 90 day period, such option
shall terminate. The exercise price of all stock options granted under the
Directors' Plan shall be equal to the fair market value of a share of our
common stock on the date of grant of the option. Options granted under the
Directors' Plan have a term of ten years.
In the event of the dissolution or liquidation of Latitude, a sale of all or
substantially all of our assets, our merger with or into another corporation or
any other reorganization of Latitude in which more than 50% of the shares of
Latitude entitled to vote are exchanged, each nonemployee director shall have
either (1) a reasonable time within which to exercise the option, including any
part of the option that would not otherwise be exercisable, prior to the
effectiveness of such dissolution, liquidation, sale, merger or reorganization,
at the end of which time the option shall terminate, or (ii) the right to
exercise the option, including any part that would not otherwise be
exercisable, or receive a substitute option with comparable terms, as to an
equivalent number of shares of stock of the corporation succeeding Latitude or
acquiring its business by reason of such dissolution, liquidation, sale, merger
or reorganization. The Board of Directors may amend or terminate the Directors'
Plan; provided, however, that no such action may adversely affect any
outstanding option, and the provisions regarding the grant of options under the
plan may be amended only once in any six-month period, other than to comport
with changes in the Code. If not terminated earlier, the Directors' Plan will
have a term of ten years.
1999 Employee Stock Purchase Plan. Our 1999 Employee Stock Purchase Plan
(the "Purchase Plan") was adopted by the Board of Directors in February 1999
and will be submitted for approval by our stockholders prior to completion of
this offering. A total of 500,000 shares of common stock has been reserved for
issuance under the Purchase Plan. The number of shares reserved for issuance
under the Purchase Plan will automatically increase on the first day of each of
the Company's fiscal years beginning in 2000, 2001, 2002, 2003 and 2004 by an
amount equal to the lesser of 200,000 shares or one percent of the total shares
outstanding on the last day of the immediately preceding fiscal year.
The Purchase Plan, which is intended to qualify under Section 423 of the
Code, will be implemented by an offering period commencing on the date of the
closing of this offering and ending on October 31, 1999. Each subsequent
offering period will have a duration of six months. Each offering period after
the first offering period will commence on November 1 and May 1 of each year.
The Purchase Plan will be administered by the Board of Directors or by a
committee appointed by the Board. Employees (including officers and employee
directors) of Latitude or of any majority-owned subsidiary designated by the
Board, are eligible to participate in the Purchase Plan if they are employed by
Latitude or any such subsidiary for at least 20 hours per week and more than
five months per year. The Purchase Plan permits eligible employees to purchase
common stock through payroll deductions, which may not exceed 15% of an
employee's compensation, at a price equal to the lower of 85% of the fair
market value of our common stock at the beginning or end of the offering
period. The maximum number of shares an employee may purchase during each
offering period is 1,000 shares. Employees may end their participation in the
offering at any time during the offering period, and participation ends
automatically on termination of employment with Latitude. If not terminated
earlier, the Purchase Plan will have a term of 20 years.
The Purchase Plan provides that in the event of our merger of with or into
another corporation or a sale of all or substantially all of our assets, each
right to purchase stock under the Purchase Plan will be assumed or an
equivalent right substituted by the successor corporation unless the Board of
Directors shortens the offering period so that employees' rights to purchase
stock under the Purchase Plan are exercised prior to the merger or sale of
assets. The Board of Directors has the power to amend or terminate the Purchase
Plan as long as such action does not adversely affect any outstanding rights to
purchase stock thereunder.
50
Limitation of Liability and Indemnification Matters
Our certificate of incorporation limits the liability of directors to the
maximum extent permitted by Delaware law. Delaware law provides that a director
of a corporation will not be personally liable for monetary damages for breach
of such individual's fiduciary duties as a director except for liability
. for any breach of such director's duty of loyalty to Latitude or to its
stockholders,
. for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law,
. for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law, or
. for any transaction from which a director derives an improper personal
benefit.
Our bylaws provide that Latitude shall indemnify its directors and executive
officers and may indemnify its officers, employees and other agents to the full
extent permitted by law. We believe that indemnification under our bylaws
covers at least negligence and gross negligence on the part of an indemnified
party. Our bylaws also permit us to advance expenses incurred by an indemnified
party in connection with the defense of any action or proceeding arising out of
such party's status or service as a director, officer, employee or other agent
of Latitude upon an undertaking by such party to repay such advances if it is
ultimately determined that such party is not entitled to indemnification.
We have entered into separate indemnification agreements with each of our
directors and officers. These agreements require us to, among other things,
indemnify such director or officer against expenses (including attorney's
fees), judgments, fines and settlements (collectively, "Liabilities") paid by
such individual in connection with any action, suit or proceeding arising out
of such individual's status or service as a director or officer of Latitude
(other than Liabilities arising from willful misconduct or conduct that is
knowingly fraudulent or deliberately dishonest) and to advance expenses
incurred by such individual in connection with any proceeding against such
individual with respect to which such individual may be entitled to
indemnification by us. We believe that our Certificate of Incorporation and
Bylaw provisions and indemnification agreements are necessary to attract and
retain qualified persons as directors and officers. We also maintain directors'
and officers' liability insurance.
At present we are not aware of any pending litigation or proceeding
involving any director, officer, employee or agent of Latitude where
indemnification will be required or permitted. Furthermore, we are not aware of
any threatened litigation or proceeding that might result in a claim for such
indemnification.
51
CERTAIN TRANSACTIONS
Certain stock option grants to directors and executive officers of Latitude
are described herein under the caption "Management--Executive Compensation."
Since our inception, we have issued, shares of preferred stock in private
placement transactions as follows: an aggregate of 4,762,500 shares of Series A
Preferred Stock at $0.67 per share in April 1993, an aggregate of 4,030,228
shares of Series B Preferred Stock at $1.83 per share in June 1994, and an
aggregate of 3,043,499 shares of Series C Preferred Stock at $2.67 per share in
March 1996. The share and per share data set forth herein and in the table
below reflect our reincorporation in Delaware, our three-for-two stock split
and the automatic conversion of our outstanding preferred stock into common
stock upon the completion of this offering. The following table summarizes the
shares of preferred stock purchased by Named Executive Officers, directors and
5% stockholders of Latitude and persons and entities associated with them in
these private placement transactions:
Series A Series B Series C
Preferred Preferred Preferred
Investor(1) Stock Stock Stock
----------- --------- --------- ---------
Entities affiliated with Mayfield Fund (F.
Gibson Myers, Jr.)(2)(3)....................... 2,625,000 1,590,909 843,749
Menlo Ventures IV, L.P. (Thomas H. Bredt)(2).... 1,875,000 1,136,364 1,406,250
James L. Patterson(4)........................... 109,500 27,000 18,750
Robert J. Finocchio, Jr. ....................... -- 37,500 --
Entities affiliated with Canaan Partners........ 409,090 375,000
- --------
(1) Shares held by affiliated persons and entities have been aggregated. See
"Principal Stockholders."
(2) Holder is a 5% stockholder.
(3) Includes shares held by Mayfield VII and Mayfield Associates Fund II.
(4) Includes shares held by the Patterson Family Trust and the Patterson
Grandchildren's Trust. Mr. Patterson is a trustee of both of these trusts.
We have entered into an Affinity Alliance Agreement with Aspect
Telecommunications Corporation under which we have agreed to develop and market
certain software applications which are compatible with Aspect's products.
James L. Patterson, one of our directors, is a director of Aspect. We also have
entered into a co-marketing agreement with Spectralink Corporation under which
Spectralink has agreed to market certain Latitude products. F. Gibson Myers,
Jr. is a director of Spectralink.
We have entered into indemnification agreements with our officers and
directors containing provisions which may require us to, among other things,
indemnify our officers and directors against certain liabilities that may arise
by reason of their status or service as officers or directors (other than
liabilities arising from willful misconduct of a culpable nature) and to
advance their expenses incurred as a result of any proceeding against them as
to which they could be indemnified.
52
PRINCIPAL STOCKHOLDERS
The following table summarizes certain information with respect to
beneficial ownership of our common stock as of December 31, 1998, and as
adjusted to reflect the sale of common stock offered hereby, by (a) each person
(or group of affiliated persons) known by us to own beneficially more than 5%
of our outstanding common stock, as well as certain other principal
stockholders, (b) each of the Named Executive Officers, (c) each of our
directors and (d) all directors and executive officers of Latitude as a group.
As of December 31, 1998, there were 15,574,857 shares of common stock
outstanding. To our knowledge and except as otherwise indicated, we believe
that the beneficial owners of the common stock listed below, based on
information furnished by such owners, have sole voting power and investment
power with respect to such shares, subject to community property laws where
applicable. Except as otherwise noted, the following executive officers,
directors and stockholders can be reached at the principal offices of Latitude.
Percent
Beneficially
Owned(1)
-----------------
Number of Before After
Name and Address Shares(1) Offering Offering
---------------- ---------- -------- --------
Entities affiliated with Mayfield Fund(2)........ 5,059,658 32.5% %
2800 Sand Hill Road
Menlo Park, CA 94025
Menlo Ventures IV, L.P........................... 4,417,614 28.4
3000 Sand Hill Road, Bldg. 4, Ste. 100
Menlo Park, CA 94025
Entities affiliated with Canaan Ventures(3)...... 784,090 5.0
2884 Sand Hill Road, Bldg. 1, Ste. 115
Menlo Park, CA 94025
Asset Management Associates 1989, L.P. .......... 681,819 4.4
2275 E. Bayshore Road, Ste. 150
Palo Alto, CA 94303
Emil C.W. Wang(4)................................ 1,098,316 7.0
Glenn A. Eaton(5)................................ 355,192 2.3
Edward D. Tracy(6)............................... 283,942 1.8
Janet A. Gregory(7).............................. 198,379 1.3
F. Gibson Myers(2)............................... 5,059,658 32.5
Thomas H. Bredt(8)............................... 4,417,614 28.4
James L. Patterson(9)............................ 269,299 1.7
Robert J. Finocchio, Jr. ........................ 97,500 *
All directors and executive officers as a group
(11 persons)(10)................................ 11,779,900 75.6
- --------
*Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. The number of shares beneficially
owned by a person includes shares of common stock subject to options held
by that person that are currently exercisable or exercisable within 60
days of January 31, 1999. Such shares issuable pursuant to such options
are deemed outstanding for computing the percentage ownership of the
person holding such options but are not deemed outstanding for the
purposes of computing the percentage ownership of each other person.
(2) Includes 4,819,801 shares held by Mayfield VII and 239,857 shares held by
Mayfield Associates Fund II. F. Gibson Myers is a director of Latitude and
a general partner of the Mayfield Fund, the general partner
53
of each of Mayfield VII and Mayfield Associates Fund II. Mr. Myers
disclaims beneficial ownership of such shares except to the extent of his
pecuniary interest therein.
(3) Includes 479,863 shares held by Canaan Ventures II Offshore Limited
Partnership and 304,227 shares held by Canaan Ventures II Limited
Partnership.
(4) Includes 1,021,350 shares held by Emil C.W. Wang, 10,800 shares held by
Mr. Wang as Custodian Under UGMA for Kevin E. Wang, 10,800 shares held by
Mr. Wang as Custodian Under UGMA for Brian F. Wang and 10,800 shares held
by Mr. Wang as custodian under UGMA for Katherine E. Wang. Also includes
options to purchase 44,566 shares held by Mr. Wang that are currently
exercisable or exercisable within 60 days of January 31, 1999.
(5) Includes 341,250 shares held by Mr. Eaton and options to purchase 13,942
shares held by Mr. Eaton that are currently exercisable or exercisable
within 60 days of January 31, 1999.
(6) Includes 270,000 shares held by Mr. Tracy and options to purchase 13,942
shares held by Mr. Tracy that are currently exercisable or exercisable
within 60 days from January 31, 1999.
(7) Includes 182,250 shares held by Ms. Gregory and options to purchase
16,129 shares held by Ms. Gregory that are currently exercisable or
exercisable within 60 days of January 31, 1999.
(8) Thomas H. Bredt is a director of Latitude and a General Partner and
Managing Member of Menlo Ventures, the general partner of Menlo Ventures
IV, L.P. Mr. Bredt disclaims beneficial ownership of such shares except
to the extent of his pecuniary interest therein.
(9) Includes 155,250 shares held by the Patterson Family Trust u/d/t August
26, 1998, 75,000 shares held by the Patterson Grandchildren's Trust UDT
1/6/98, James L. Patterson and Pamela L. Patterson Trustees, and 30,300
shares held by Mr. Patterson. Also, includes options to purchase 8,749
shares that are currently exercisable or exercisable within 60 days of
January 31, 1999. Does not include 504,546 shares held by Aspect
Telecommunications Corporation, of which Mr. Patterson is a director.
(10) Includes an aggregate of 11,682,572 shares held by such executive
officers and directors as a group and options to purchase an aggregate of
97,328 shares that are currently exercisable or exercisable within 60
days from January 31, 1999.
54
DESCRIPTION OF CAPITAL STOCK
Upon the completion of this offering, we will be authorized to issue
75,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of
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 is a part and
by the provisions of applicable Delaware law.
Common Stock
As of December 31, 1998, there were 15,574,857 shares of common stock
outstanding that were held of record by approximately 103 stockholders after
giving effect to the conversion of our preferred stock into common stock at a
one-to-one ratio and assuming no exercise or conversion of outstanding
convertible securities after December 31, 1998. There will be shares of
common stock outstanding (assuming no exercise of the underwriters' over-
allotment option and no exercise or conversion of outstanding convertible
securities after December 31, 1998) after giving effect to the sale of the
shares of common stock offered hereby.
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 therefor.
See "Dividend Policy." In the event of a liquidation, dissolution or winding up
of Latitude, the holders of common stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to prior 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 available to the common stock. All outstanding shares
of common stock are fully paid and non-assessable.
Preferred Stock
Effective upon the closing of this offering, Latitude will be authorized to
issue 5,000,000 shares of undesignated preferred stock. The Board of Directors
will have the authority to issue the undesignated preferred stock in one or
more series and to determine the powers, preferences and rights and the
qualifications, limitations or restrictions granted to or imposed upon any
wholly unissued series of undesignated preferred stock and to fix the number of
shares constituting any series and the designation of such series, without any
further vote or action by the stockholders. The issuance of preferred stock may
have the effect of delaying, deferring or preventing a change in control of
Latitude without further action by the stockholders and may adversely affect
the voting and other rights of the holders of common stock. At present, we have
no plans to issue any shares of preferred stock.
Registration Rights of Certain Holders
The holders of 11,970,613 shares of common stock, including 134,386 shares
issuable upon exercise of warrants, or their transferees are entitled to
certain rights with respect to the registration of such shares under the
Securities Act. These rights are provided under the terms of an agreement
between Latitude and the holders of these registrable securities. Subject to
certain limitations in this agreement, the holders of the registrable
securities may require, on two occasions at any time after six months from the
effective date of this offering, that Latitude use its best efforts to register
the registrable securities for public resale, provided that the proposed
aggregate offering price is at least $2,000,000. If we register any of our
common stock either for our own account or for the account of other security
holders, the holders of registrable securities are entitled to include their
shares of common stock in the registration. A holder's right to include shares
in an underwritten registration is subject to the ability of the underwriters
to limit the number of shares included in this offering. All fees, costs and
expenses of such registrations must be borne by Latitude and all selling
expenses (including
55
underwriting discounts, selling commissions and stock transfer taxes) relating
to registrable securities must be borne by the holders of the securities being
registered.
Delaware Anti-Takeover Law and Certain Charter Provisions
We are subject to the provisions of Section 203 of the Delaware Law. In
general, the statute prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date that the person became an interested
stockholder unless (with certain exceptions) the business combination or the
transaction in which the person became an interested stockholder is approved in
a prescribed manner. Generally, a "business combination" includes a merger,
asset or stock sale or other transaction resulting in a financial benefit to
the stockholder, and an "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years prior, did own) 15% or
more of the corporation's outstanding voting stock. This provision may have the
effect of delaying, deferring or preventing a change in control of Latitude
without further action by the stockholders.
In addition, upon completion of this offering, certain provisions of our
charter documents, including a provision eliminating the ability of
stockholders to take actions by written consent, may have the effect of
delaying or preventing changes in control or management of Latitude, which
could have an adverse effect on the market price of our common stock. Our stock
option and purchase plans generally provide for assumption of such plans or
substitution of an equivalent option of a successor corporation or,
alternatively, at the discretion of the Board of Directors, exercise of some or
all of the options stock, including non-vested shares, or acceleration of
vesting of shares issued pursuant to stock grants, upon a change of control or
similar event.
The Board of Directors has authority to issue up to 5,000,000 shares of
preferred stock and to fix the rights, preferences, privileges and
restrictions, including voting rights, of these shares without any further vote
or action by the stockholders. The rights of the holders of the common stock
will be subject to, and may be adversely affected by, the rights of the holders
of any preferred stock that may be issued in the future. The issuance of
preferred stock, while providing desirable flexibility in connection with
possible acquisitions and other corporate purposes, could have the effect of
making it more difficult for a third party to acquire a majority of our
outstanding voting stock, thereby delaying, deferring or preventing a change in
control of Latitude. Furthermore, such preferred stock may have other rights,
including economic rights senior to the common stock, and, as a result, the
issuance of such preferred stock could have a material adverse effect on the
market value of the common stock. We have no present plan to issue shares of
preferred stock.
Commencing at the first annual meeting of stockholders following such time
as Latitude shall have had at least 800 stockholders, the Board of Directors
will be divided into three classes, each serving staggered three-year terms:
Class I, whose term will expire at the first annual meeting of stockholders
following the annual meeting of stockholders when Latitude shall have had at
least 800 stockholders; Class II, whose term will expire at the second annual
meeting of stockholders following the annual meeting of stockholders when
Latitude shall have had at least 800 stockholders; and Class III, whose term
will expire at the third annual meeting of stockholders following the annual
meeting of stockholders when Latitude shall have had at least 800 stockholders.
As a result, only one class of directors will be elected at each annual meeting
of stockholders of Latitude, with the other classes continuing for the
remainder of their respective terms. These provisions in our restated
certificate of incorporation may have the effect of delaying or preventing
changes in control or management of Latitude.
Warrants
As of December 31, 1998, warrants were outstanding to purchase an aggregate
of 134,386 shares of common stock at a weighted average exercise price of $1.05
per share. Of such warrants, warrants to purchase an aggregate of 90,750 shares
of common stock at a weighted average exercise price of $0.67 per share will
automatically expire upon completion of this offering if they are not exercised
prior to the completion of this offering.
56
Transfer Agent and Registrar
The Transfer Agent and Registrar for our common stock is U.S. Stock Transfer
Corporation.
Listing
We have applied to list our common stock on the Nasdaq National Market under
the trading symbol "LATD."
57
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for the common
stock. We cannot provide any assurances that a significant public market for
the common stock will develop or be sustained after this offering. Future sales
of substantial amounts of common stock in the public market, or the possibility
of such sales occurring, could adversely affect prevailing market prices for
the common stock or our future ability to raise capital through an offering of
equity securities.
After this offering, we will have outstanding shares of common stock. Of
these shares, the shares to be sold in this offering ( shares if the
underwriters' over-allotment option is exercised in full) will be freely
tradable in the public market without restriction under the Securities Act,
unless such shares are held by "Affiliates" of Latitude, as that term is
defined in Rule 144 under the Securities Act.
The remaining 15,574,857 shares outstanding upon completion of this offering
will be "restricted securities" as that term is defined under Rule 144 (the
"Restricted Shares"). We issued and sold the Restricted Shares in private
transactions in reliance on exemptions from registration under the Securities
Act. Restricted Shares may be sold in the public market only if they are
registered or if they qualify for an exemption from registration under Rule 144
or Rule 701 under the Securities Act, as summarized below.
Pursuant to certain "lock-up" agreements between our stockholders and either
Latitude or the underwriters, substantially all of the holders of the
Restricted Shares have agreed not to offer, sell, contract to sell, grant any
option to purchase or otherwise dispose of any such shares for a period of 180
days from the date of this prospectus. We also have entered into an agreement
with the underwriters that we will not offer, sell or otherwise dispose of
common stock for a period of 180 days from the date of this prospectus. On the
date of the expiration of the lock-up agreements, all of the Restricted Shares
will be eligible for immediate sale (of which 11,682,572 shares will be subject
to certain volume, manner of sale and other limitations under Rule 144).
Following the expiration of such lock-up periods, certain shares issued upon
exercise of options we granted prior to the date of this prospectus will also
be available for sale in the public market pursuant to Rule 701 under the
Securities Act. Rule 701 permits resales of such shares in reliance upon Rule
144 under the Securities Act but without compliance with certain restrictions,
including the holding-period requirement, imposed under Rule 144. In general,
under Rule 144 as in effect at the closing of this offering, beginning 90 days
after the date of this prospectus, a person (or persons whose shares of
Latitude are aggregated) who has beneficially owned Restricted Shares for at
least one year (including the holding period of any prior owner who is not an
Affiliate of Latitude) would be entitled to sell, within any three-month
period, a number of shares that does not exceed the greater of (1) 1% of the
then-outstanding shares of common stock or (2) 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. Sales under Rule 144 are also subject
to certain manner of sale and notice requirements and to the availability of
current public information about Latitude. Under Rule 144(k), a person who is
not deemed to have been an Affiliate of Latitude at any time during the 90 days
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 who is
not an Affiliate of Latitude) 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, after the effective date of this offering, a Registration
Statement on Form S-8 to register approximately 5,036,364 shares of common
stock reserved for issuance under the 1993 Stock Plan, the 1999 Stock Plan, the
1999 Directors' Stock Option Plan and the 1999 Employee Stock Purchase Plan.
The Registration Statement will become effective automatically upon filing.
Shares issued under the foregoing Plans, after the filing of a Registration
Statement on Form S-8, may be sold in the open market, subject, in the case of
certain holders, to the Rule 144 limitations applicable to Affiliates, the
above-referenced lock-up agreements and vesting restrictions imposed by us.
58
In addition, following this offering, the holders of 11,970,613 shares of
common stock, including 134,386 shares issuable upon exercise of warrants,
will, under certain circumstances, have rights to require us to register their
shares for future sale. See "Description of Capital Stock--Registration
Rights."
ADDITIONAL 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, certain
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 Latitude 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 such
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 such 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 certain fees prescribed by the Commission. Such
reports and other information may also be inspected without charge at a web
site maintained by the Commission. The address of the web site is
http://www.sec.gov.
59
UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated , 1999, we have agreed to sell to the underwriters named
below, for whom Credit Suisse First Boston Corporation, Hambrecht & Quist LLC
and Dain Rauscher Wessels, a division of Dain Rauscher Incorporated, are acting
as representatives, the following respective numbers of shares of common stock:
Number of
Underwriter Shares
----------- ---------
Credit Suisse First Boston Corporation.............................
Hambrecht & Quist LLC..............................................
Dain Rauscher Wessels..............................................
----
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 broker/dealers. After the initial public offering, the public
offering price and concession and discount to dealers may be changed by the
representatives.
The following table summarizes the compensation and estimated expenses we
will pay.
Total
-----------------------------
Without With
Per Share Over-allotment Over-allotment
--------- -------------- --------------
Underwriting discounts and
commissions payable by us........ $ $ $
Expenses payable by us............ $ $ $
The underwriters have informed us that they do not expect discretionary
sales to exceed 5% of the shares of common stock being offered.
We, our officers and directors and certain of our stockholders have agreed
that we and they will not offer, sell, contract to sell, announce an intention
to sell, pledge or otherwise dispose of, directly or indirectly, 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 without the prior
written consent of Credit Suisse First Boston Corporation for a period of 180
days after the date of this prospectus, except in the case of issuances
pursuant to the exercise of employee stock options outstanding on the date
hereof.
The underwriters have reserved for sale, at the initial public offering
price up to shares of the common stock for employees, directors and certain
other persons associated with us who have expressed an interest in purchasing
common stock in the offering. The number of shares available for sale to the
general public in the offering will be reduced to the extent such persons
purchase such reserved shares. Any reserved shares not so purchased will be
offered by the underwriters to the general public on the same terms as the
other shares.
60
We have agreed to indemnify the underwriters against certain liabilities
under the Securities Act or contribute to payments which the underwriters may
be required to make in that respect.
We have made application to list the shares of common stock on The Nasdaq
Stock Market's National Market under the symbol "LATD."
Prior to this offering, there has been no public market for the 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 set forth 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 in accordance with 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 maximum. Syndicate
covering transactions involve purchases of the common stock in the open market
after the distribution has been completed in order 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
such syndicate member are purchased in a syndicate covering transaction to
cover syndicate short positions. Such stabilizing transactions, syndicate
covering transactions and penalty bids may cause the price of the common stock
to be higher than it would otherwise be in the absence of such transactions.
These transactions may be effected on The Nasdaq National Market or otherwise
and, if commenced, may be discontinued at any time.
61
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 the
purchase confirmation is received that (i) the purchaser is entitled under
applicable provincial securities laws to purchase the common stock without the
benefit of a prospectus qualified under these securities laws, (ii) where
required by law, that the purchaser is purchasing as principal and not as
agent, and (iii) the 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
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or recission of 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 these persons. All or a substantial portion of the assets of
the issuer and these persons may be located outside of Canada and, as a result,
it may not be possible to satisfy a judgment against the issuer or these
persons in Canada or to enforce a judgment obtained in Canadian courts against
the issuer or these 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 the 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 the purchaser pursuant to this offering. This 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 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.
62
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for
Latitude by Venture Law Group, A Professional Corporation, Menlo Park,
California. Mark A. Medearis, a director of Venture Law Group, is the Secretary
of Latitude. Certain legal matters in connection with this offering will be
passed upon for the underwriters by Wilson Sonsini Goodrich & Rosati,
Professional Corporation, Palo Alto, California. An entity affiliated with
Venture Law Group and certain directors of Venture Law Group hold an aggregate
of 49,398 shares of our Common Stock.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1998 and the
consolidated statements of operations, stockholders' equity and cash flows for
each of the years ended December 31, 1996, 1997 and 1998 included in this
prospectus and in the related financial statement schedule included elsewhere
in the Registration Statement, have been included herein in reliance on the
report of PricewaterhouseCoopers, LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
63
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Report of Independent Accountants.......................................... F-2
Consolidated Balance Sheets................................................ F-3
Consolidated Statements of Operations...................................... F-4
Consolidated Statements of Stockholders' Equity............................ 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 Latitude Communications, Inc.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash
flows present fairly, in all material respects, the financial position of
Latitude Communications, Inc. and its subsidiary at December 31, 1997 and 1998,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles. 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 generally accepted auditing
standards 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.
San Jose, California
February 24, 1999
To the Board of Directors and
Stockholders of Latitude Communications, Inc.
The financial statements included herein have been adjusted to give effect
to the reincorporation of the Company in Delaware and reflect the three for two
stock split as described more fully in Note 12 to the financial statements. The
above report is in the form that will be signed by PricewaterhouseCoopers LLP
upon effectiveness of such reincorporation and stock split assuming that, from
February 24, 1999, to the effective date of such reincorporation, no other
events shall have occurred that would affect the accompanying financial
statements or notes thereto.
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 25, 1999
F-2
LATITUDE COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
December 31, Pro Forma
------------------ December 31,
1997 1998 1998
-------- -------- -------------
(see Note 11)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents.................. $ 3,578 $ 3,982
Trade accounts receivable, net of allowance
for doubtful accounts of $147 in 1997 and
$235 in 1998.............................. 2,519 5,627
Inventory.................................. 475 688
Prepaids and other assets.................. 139 420
-------- --------
Total current assets..................... 6,711 10,717
Property and equipment, net.................. 933 1,017
Deposits and other long-term assets.......... 71 136
-------- --------
Total assets............................. $ 7,715 $ 11,870
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................... $ 363 $ 805
Accrued expenses........................... 1,460 2,089
Deferred revenue........................... 920 2,794
Current portion of long-term debt.......... 467 559
-------- --------
Total current liabilities................ 3,210 6,247
-------- --------
Long-term debt............................... 757 838
-------- --------
Total liabilities........................ 3,967 7,085
-------- --------
Commitments (Note 6)
Preferred stock, $0.001 par value:
Authorized: 12,211 shares
Issued and outstanding: 11,836 shares in
1997 and 1998 and no pro forma shares
(Liquidation value of $18,680 at December
31, 1998)................................. 12 12
Common stock, $0.001 par value:
Authorized: 15,000 shares
Issued and outstanding: 3,755 shares in
1997, 3,739 shares in 1998 and 15,575 pro
forma shares.............................. 4 4 $ 16
Additional paid-in capital................... 19,021 22,095 22,095
Notes receivable from common stockholders.... (187) (165) (165)
Deferred stock compensation.................. (74) (2,836) (2,836)
Accumulated deficit.......................... (15,028) (14,325) (14,325)
-------- -------- --------
Total stockholders' equity............... 3,748 4,785 $ 4,785
-------- -------- ========
Total liabilities and stockholders'
equity.................................. $ 7,715 $ 11,870
======== ========
The accompanying notes are an integral part of these financial statements.
F-3
LATITUDE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Years Ended December
31,
-------------------------
1996 1997 1998
------- ------- -------
Revenue:
Product.......................................... $ 5,103 $10,620 $16,506
Service.......................................... 943 2,312 4,545
------- ------- -------
Total revenue.................................. 6,046 12,932 21,051
Cost of revenue:
Product.......................................... 1,146 2,158 3,182
Service.......................................... 1,023 1,805 2,775
------- ------- -------
Total cost of revenue.......................... 2,169 3,963 5,957
------- ------- -------
Gross profit....................................... 3,877 8,969 15,094
------- ------- -------
Operating expenses:
Research and development......................... 2,466 2,213 2,607
Marketing and sales.............................. 4,644 7,845 9,744
General and administrative....................... 1,157 1,115 1,666
Amortization of deferred stock compensation...... -- 2 299
------- ------- -------
Total operating expenses....................... 8,267 11,175 14,316
------- ------- -------
Income (loss) from operations...................... (4,390) (2,206) 778
Interest income.................................... 276 177 142
Interest expense................................... (138) (200) (183)
------- ------- -------
Income (loss) before provision for income tax...... (4,252) (2,229) 737
Provision for income tax........................... -- -- (34)
------- ------- -------
Net income (loss).................................. $(4,252) $(2,229) $ 703
======= ======= =======
Net income (loss) per share--basic................. $ (2.02) $ (0.78) $ 0.21
======= ======= =======
Shares used in per share calculation--basic........ 2,110 2,850 3,279
======= ======= =======
Net income (loss) per share--diluted............... $ (2.02) $ (0.78) $ 0.04
======= ======= =======
Shares used in per share calculation--diluted...... 2,110 2,850 16,635
======= ======= =======
Pro forma net income per share--basic.............. $ 0.05
=======
Shares used in pro forma per share calculation--
basic............................................. 15,115
=======
Pro forma net income per share--diluted............ $ 0.04
=======
Shares used in pro forma per share calculation--
diluted........................................... 16,635
=======
The accompanying notes are an integral part of these financial statements.
F-4
LATITUDE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
for the three years ended December 31, 1998
(in thousands)
Preferred Capital Notes
Stock Common Stock in Excess Receivable Deferred
------------- -------------- of from Common Stock Accumulated
Shares Amount Shares Amount Par Value Shareholders Compensation Deficit Total
------ ------ ------ ------ --------- ------------ ------------ ----------- -------
Balances, December 31,
1995................... 8,792 $ 9 3,146 $ 3 $10,676 $(103) $ (8,547) $ 2,038
Issuance of Series C
preferred stock, net
of issuance costs of
$7.................... 3,044 3 -- -- 8,104 -- -- 8,107
Issuance of common
stock................. -- -- 547 1 134 (114) -- 21
Repurchase of common
stock................. -- -- (94) -- (16) 8 -- (8)
Net loss............... -- -- -- -- -- -- (4,252) (4,252)
------ ---- ----- ---- ------- ----- ------- -------- -------
Balances, December 31,
1996, as previously
reported............... 11,836 12 3,599 4 18,898 (209) (12,799) 5,906
Issuance of common
stock................. -- -- 308 -- 86 (48) -- 38
Repurchase of common
stock................. -- -- (152) -- (39) 27 -- (12)
Payment of notes
receivable from common
stockholders.......... -- -- -- -- -- 43 -- 43
Deferred stock
compensation related to
grants of stock options
and issuance of common
stock.................. -- -- -- -- 76 -- $ (76) -- --
Amortization of deferred
stock compensation..... -- -- -- -- -- -- 2 -- 2
Net loss............... -- -- -- -- -- -- (2,229) (2,229)
------ ---- ----- ---- ------- ----- ------- -------- -------
Balances, December 31,
1997................... 11,836 12 3,755 4 19,021 (187) (74) (15,028) 3,748
Issuance of common
stock................. -- -- 35 -- 28 (4) -- 24
Repurchase of common
stock................. -- -- (51) -- (15) 9 -- (6)
Payment of notes
receivable from common
stockholders.......... -- -- -- -- -- 17 -- 17
Deferred stock
compensation related to
grants of stock options
and issuance of common
stock.................. -- -- -- -- 3,061 -- (3,061) -- --
Amortization of deferred
stock compensation..... -- -- -- -- -- -- 299 -- 299
Net income............. -- -- -- -- -- -- 703 703
------ ---- ----- ---- ------- ----- ------- -------- -------
Balances, December 31,
1998................... 11,836 $ 12 3,739 $ 4 $22,095 $(165) $(2,836) $(14,325) $ 4,785
====== ==== ===== ==== ======= ===== ======= ======== =======
The accompanying notes are an integral part of these financial statements.
F-5
LATITUDE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended December 31,
--------------------------
1996 1997 1998
-------- ------- -------
Cash flows from operating activities:
Net income (loss)................................ $ (4,252) $(2,229) $ 703
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization.................. 528 619 696
Provision for excess and obsolete inventory.... 55 66 149
Provision for doubtful accounts................ 59 56 88
Amortization of deferred stock compensation.... -- 2 299
Changes in operating assets and liabilities:
Trade accounts receivable.................... (1,038) (1,069) (3,062)
Inventory.................................... (104) (173) (496)
Prepaids and other assets.................... (1) (8) (281)
Accounts payable............................. (113) 133 442
Accrued expenses............................. 583 471 629
Deferred revenue............................. 319 506 1,874
-------- ------- -------
Net cash provided by (used in) operating
activities................................ (3,964) (1,626) 1,041
-------- ------- -------
Cash flows from investing activities:
Purchases of property and equipment.............. (778) (597) (743)
Other............................................ -- -- (37)
-------- ------- -------
Net cash used in investing activities...... (778) (597) (780)
-------- ------- -------
Cash flows from financing activities:
Deposits and other long-term assets.............. 13 (15) (65)
Decrease (increase) in restricted cash........... (150) 150 --
Proceeds from issuance of preferred stock, net of
issuance costs.................................. 8,107 -- --
Proceeds from issuance of common stock........... 21 38 24
Proceeds from payment of notes receivable from
common stockholders............................. -- 43 17
Repurchase of common stock....................... (8) (12) (6)
Proceeds from issuance of notes payable.......... 899 527 678
Repayment of notes payable and capital lease
obligations..................................... (377) (444) (505)
-------- ------- -------
Net cash provided by financing activities.. 8,505 287 143
-------- ------- -------
Net increase (decrease) in cash and cash
equivalents....................................... 3,763 (1,936) 404
Cash and cash equivalents, beginning of year....... 1,751 5,514 3,578
-------- ------- -------
Cash and cash equivalents, end of year............. $ 5,514 $ 3,578 $ 3,982
======== ======= =======
Supplemental disclosure of cash flow information:
Cash payments for interest....................... $ 139 $ 193 $ 183
Supplemental disclosure of noncash financing
information:
Issuance of common stock for notes receivable
from stockholder................................ $ 114 $ 48 $ 4
The accompanying notes are an integral part of these financial statements.
F-6
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--FORMATION AND BUSINESS OF THE COMPANY:
Latitude Communications, Inc. (the "Company"), founded in April 1993, is a
leading provider of enterprise-based conferencing systems for geographically
dispersed organizations. The Company develops, markets and supports its
MeetingPlace system, which allows companies to conduct virtual meetings and
thereby extend decision making processes across the disparate geographic
locations of participants. MeetingPlace is designed to be an enterprise-wide
resource and to leverage existing technologies, such as telephones, cellular
phones and personal computers. The Company has distributed its product through
distributors and a direct sales force to companies across many industries in
the United States, Europe and Asia.
NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Consolidation
The consolidated financial statements include the accounts of Latitude
Communications, Inc. and its wholly owned subsidiary (the "Company"). All
significant intercompany balances and transactions have been eliminated.
Accounts denominated in foreign currencies have been remeasured into the
U.S. dollar, the functional currency. Foreign currency gains and losses from
remeasurements, which have been insignificant, are included in the consolidated
statement of operations.
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 periods. Actual results could differ from those estimates.
Revenue Recognition
The Company adopted the provisions of Statement of Position 97-2, or SOP 97-
2, Software Revenue Recognition, as amended by Statement of Position 98-4,
Deferral of the Effective Date of Certain Provisions of SOP 97-2, effective
January 1, 1998. SOP 97-2 supersedes Statement of Position 91-1, Software
Revenue Recognition, and delineates the accounting for software product,
products including software that is not incidental to the product, and
maintenance revenues. Under SOP 97-2, the Company recognizes product revenues
upon shipment if a signed contract exists, the fee is fixed and determinable,
collection of resulting receivables is probable and product returns are
reasonably estimable. Provisions for estimated product returns are recorded at
the time products are shipped.
For contracts with multiple obligations (e.g., deliverable and undeliverable
products, maintenance, installation and other services), revenue is allocated
to each component of the contract based on objective evidence of its fair
value, which is specific to the Company, or for products not being sold
separately, the price established by management. The Company recognizes revenue
allocated to undelivered products when the criteria for product revenue set
forth above are met. The Company recognizes revenue allocated to maintenance
fees, including amounts allocated from product revenue, for ongoing customer
support and product updates ratably over the period of the maintenance
contract. Payments for maintenance fees are generally made in advance and are
non-refundable. For revenue allocated to consulting services, such as
installation and training, the Company recognizes revenues as the related
services are performed.
F-7
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Prior to the adoption of SOP 97-2, effective January 1, 1998, the Company
recognized revenue from the sale of products upon shipment if remaining
obligations were insignificant and collection of the resulting accounts
receivable was probable. The related estimated cost of product installation and
provisions for estimated product returns were accrued upon shipment. Revenue
from software maintenance contracts, including amounts unbundled from product
sales, were deferred and recognized ratably over the period of the contract.
The Company exchanged two systems and one upgrade for certain services and
licenses which resulted in recognition of $282,000 of revenue in 1997 and
research and development and marketing costs of $109,000 and $173,000,
respectively. The Company exchanged two systems with two customers for certain
marketing services and $81,000 in cash which resulted in the recognition of
$497,000 in revenue in 1998, $95,000 of sales and marketing expense and
$321,000 of prepaid sales and marketing expense. The assets and services were
transferred between parties at their estimated fair value.
Financial Instruments
The Company considers all highly liquid investments with an original or
remaining maturity of three months or less at the date of purchase to be cash
equivalents.
Commercial paper included in cash equivalents is classified as available-
for-sale. Realized gains or losses are determined using the specific
identification method and are included in interest income. There are no
unrealized gross holding gains or losses.
Amounts reported for cash and cash equivalents, accounts receivable,
accounts payable and other accrued liabilities are considered to approximate
fair value primarily due to their short maturities. Based on borrowing rates
currently available to the Company for loans with similar terms, the carrying
value of its notes payable and capital lease obligations approximate fair
value.
Certain Risks and Concentrations
The Company's cash and cash equivalents as of December 31, 1998 are on
deposit with two U.S. financial institutions.
The Company performs ongoing credit evaluations of its customers, and
collateral is not required. The Company maintains allowances for potential
returns and credit losses, and such returns and losses have generally been
insignificant. At December 31, 1997 and 1998, one customer accounted for 14%
and another customer accounted for 23% of accounts receivable, respectively.
MeetingPlace products and related services have accounted for substantially
all of the Company's revenue to date. The market in which the Company competes
is characterized by rapid technological change, frequent new product
introductions, changes in customer requirements and emerging industry
standards. Significant technological change could adversely affect the
Company's operating results and subject the Company to returns of product and
inventory losses. While the Company has ongoing programs to minimize the
adverse effect of such changes and considers technological change in estimating
its allowances, such estimates could change in the future.
The Company licenses technology that is incorporated into its products from
certain third parties, including certain digital signal processing alogorithms
and the MeetingPlace server's operating system and relational databases. Any
significant interruption in the supply or support of any licensed software
could adversely affect the Company's sales, unless and until the Company can
replace the functionality provided by this licensed software. Because the
Company's products incorporate software developed and maintained by third
parties, the Company depends on such third parties to deliver and support
reliable products, enhance their current products, develop new products on a
timely and cost-effective basis and respond to emerging industry standards and
other technological changes. The failure of these third parties to meet these
criteria could harm the Company's business.
F-8
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The Company relies on third parties to obtain most of the components of the
MeetingPlace server and integrate it with other standard components, such as
the central processing unit and disk drives. If these third parties are no
longer able to supply and assemble these components or are unable to do so in a
timely manner, the Company may experience substantial delays in shipping its
products and have to invest resources in finding an alternative manufacturer or
manufacture our products internally.
In addition, although the Company generally uses standard parts and
components in its products, the Company obtains certain components, including
the processors and digital signal processing devices used in the MeetingPlace
server, from sole source suppliers. In the past, the Company has experienced
problems in obtaining some of these components in a timely manner from these
sources, and it may be unable to continue to obtain an adequate supply of these
components in a timely manner or, if necessary, from alternative sources. If
the Company is unable to obtain sufficient quantities of components or to
locate alternative sources of supply, the Company may experience substantial
delays in shipping its products and incur additional costs to find an
alternative manufacturer or manufacture its products internally.
Inventories
Inventory is stated at the lower of cost or market. Cost is determined on a
standard cost basis which approximates the first in, first out method.
Property and Equipment
Property and equipment are stated at cost and depreciated on a straight-line
basis over the shorter of the estimated useful life of three years or the
length of the capital lease for assets acquired under capital leases. Gains and
losses from the disposal of property and equipment are taken into income in the
year of disposition. Repairs and maintenance costs are expensed as incurred.
Depreciation expense for 1996, 1997 and 1998 was $293,000, $537,000 and
$607,000, respectively.
Research and Development Costs
Costs related to research, design and development of products are charged to
research and development expenses as incurred. Software development costs are
capitalized beginning when a product's technological feasibility has been
established and ending when a product is available for general release to
customers provided research and development activities for the related hardware
portion of the product have been completed. Generally, the Company's products
include hardware and software components that are developed concurrently. As a
result, the Company has not capitalized any software development costs to date
as such costs have not been significant.
Income Taxes
Deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
current tax laws and rates. Valuation allowances are established when necessary
to reduce deferred tax assets to the amounts expected to be realized.
Advertising
The Company expenses advertising costs as they are incurred. Advertising
expense for fiscal year 1996, 1997, and 1998 was $26,000, $19,000 and $115,000,
respectively.
Stock-Based Compensation
The Company accounts for its stock based compensation in accordance with the
provisions of Accounting Principles Board Opinion No. 25 ("APB No. 25"),
"Accounting for Stock Issued to Employees" and presents disclosure required by
Statement of Financial Accounting Standard No. 123 ("SFAS No. 123").
F-9
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss)
available to common stockholders by the weighted average number of vested
common shares outstanding for the period. Diluted net income (loss) per share
is computed giving effect to all dilutive potential common shares, including
options, warrants and preferred stock. Options, warrants and preferred stock
were not included in the computation of diluted net loss per share in 1996 and
1997 because the effect would be antidilutive.
A reconciliation of the numerator and denominator used in the calculation of
historical basic and diluted net (income) loss per share follows (in thousands,
except per share data):
Year Ended December
31,
------------------------
1996 1997 1998
------- ------- ------
Historical net loss per share, basic and diluted:
Numerator for net income (loss), basic and
diluted.......................................... $(4,252) $(2,229) $703
------- ------- ------
Denominator for basic earnings per share:
Weighted average vested common shares
outstanding.................................... 2,110 2,850 3,279
------- ------- ------
Net income (loss) per share basic................. $ (2.02) $ (0.78) $ 0.21
======= ======= ======
Denominator for diluted earnings per share:
Weighted average vested common shares
outstanding.................................... 2,110 2,850 3,279
------- ------- ------
Effect of dilutive securities--nonvested common
shares, common stock options, warrants and
convertible preferred stock.................... 13,356
------- ------- ------
Weighted average common and common equivalent
shares......................................... 2,110 2,850 16,635
------- ------- ------
Net income (loss) per share diluted............... $ (2.02) $ (0.78) $0.04
======= ======= ======
Antidilutive securities including nonvested common
shares, options, warrants, and preferred stock
not included in diluted net income (loss) per
share............................................ 13,128 13,970 --
======= ======= ======
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("FAS 130"). FAS 130 establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. There was no difference between the
Company's net income (loss) and its total comprehensive income (loss) for 1996,
1997 and 1998.
Impact of Recently Issued Accounting Standards
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, or SOP 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." This standard requires
companies to capitalize qualifying computer software costs which are incurred
during the application development stage and amortize them over the software's
estimated useful life. SOP 98-1 is effective for fiscal years beginning after
December 15, 1998. The Company is currently evaluating the impact of SOP 98-1
on its financial statements and related disclosures.
In December 1998, AcSEC released Statement of Position 98-9, or SOP 98-9,
Modification of SOP 97-2, "Software Revenue Recognition," with Respect to
Certain Transactions. SOP 98-9 amends SOP 97-2 to require that an entity
recognize revenue for multiple element arrangements by means of the "residual
method"
F-10
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
when (1) there is vendor-specific objective evidence ("VSOE") of the fair
values of all the undelivered elements that are not accounted for by means of
long-term contract accounting, (2) VSOE of fair value does not exist for one or
more of the delivered elements, and (3) all revenue recognition criteria of SOP
97-2 (other than the requirement for VSOE of the fair value of each delivered
element) are satisfied. The provisions of SOP 98-9 that extend the deferral of
certain paragraphs of SOP 97-2 became effective December 15, 1998. These
paragraphs of SOP 97-2 and SOP 98-9 will be effective for transactions that are
entered into in fiscal years beginning after March 15, 1999. Retroactive
application is prohibited. The Company is evaluating the requirements of SOP
98-9 and the effects, if any, on the Company's current revenue recognition
policies.
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, or SOP 98-5, "Reporting on the Costs of Start-Up
Activities." This standard requires companies to expense the costs of start-up
activities and organization costs as incurred. In general, SOP 98-5 is
effective for fiscal years beginning after December 15, 1998. The Company
believes the adoption of SOP 98-5 will not have a material impact on its
results of operations.
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, or SFAS 133, Accounting for Derivative Instruments and Hedging
Activities. SFAS 133 establishes new standards of accounting and reporting for
derivative instruments and hedging activities. SFAS 133 requires that all
derivatives be recognized at fair value in the statement of financial position,
and that the corresponding gains or losses be reported either in the statement
of operations or as a component of comprehensive income, depending on the type
of hedging relationship that exists. SFAS 133 will be effective for fiscal
years beginning after June 15, 1999. The Company does not currently hold
derivative instruments or engage in hedging activities.
Reclassifications
Certain amounts in the financial statements have been reclassified to
conform with the current year's presentation. These reclassifications did not
change previously reported stockholders' equity or net loss.
F-11
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
NOTE 3--BALANCE SHEET ACCOUNTS (IN THOUSANDS):
Inventory:
December 31,
----------------
1997 1998
------- -------
Raw materials............................................ $355 $359
Work in process.......................................... 3 36
Finished goods........................................... 117 293
------- -------
$475 $688
======= =======
Property and equipment, net:
December 31,
----------------
1997 1998
------- -------
Leasehold improvements................................... $ 150 $ 165
Computer equipment....................................... 1,943 2,544
Office equipment......................................... 508 635
------- -------
2,601 3,344
------- -------
Less accumulated depreciation and amortization........... (1,668) (2,327)
------- -------
$ 933 $ 1,017
======= =======
Accrued expenses:
December 31,
-------------
1997 1998
------ ------
Accrued commission expense.................................. $ 550 $ 544
Accrued sales incentives.................................... 176 143
Accrued vacation............................................ 136 227
Other....................................................... 598 1,175
------ ------
$1,460 $2,089
====== ======
NOTE 4--LONG-TERM DEBT:
The long-term debt consists of notes payable for the purchase of equipment
under a senior loan and security agreement with a leasing company. Under the
terms of the agreement, the notes, which bear interest in the range from 12.18%
to 16.27%, are collateralized by the underlying equipment and are due in
monthly payments of interest and principal through June 2002.
F-12
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Future minimum payments under the notes payable are as follows (in
thousands):
Years Ending December 31,
1999............................................................. $ 720
2000............................................................. 560
2001............................................................. 281
2002............................................................. 110
------
1,671
Less amount representing interest.................................. (274)
------
1,397
Less current portion............................................... (559)
------
$ 838
======
NOTE 5--LINE OF CREDIT:
The Company has a line of credit of $2,000,000 with a major U.S. financial
institution, which bears interest at the prime rate, expires July 1999 and is
collateralized by substantially all the Company's assets. Borrowings under the
line of credit are limited to 80% of eligible accounts receivables. The line of
credit contains certain financial covenants, which include maintaining a
minimum quick ratio, minimum total net worth and a maximum debt to total net
worth ratio, and prohibits the payment of dividends without the lenders
consent.
At December 31, 1998, the Company was in compliance with these covenants and
no amounts were outstanding under the line of credit.
NOTE 6--COMMITMENTS:
The Company leases office space under a noncancellable operating lease which
provides for an option to extend for an additional five years and expires in
December 2000. Future annual minimum lease payments under the noncancellable
operating lease are as follows (in thousands):
1999.................................................................. $470
2000.................................................................. 493
----
$963
====
Rent expense was $488,000, $639,000 and $759,000 in 1996, 1997, and 1998,
respectively.
At December 31, 1998, the Company has committed to purchase approximately
$701,000 of raw materials inventory under noncancellable purchase orders.
F-13
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
NOTE 7--STOCKHOLDERS' EQUITY
Convertible Preferred Stock:
The convertible preferred stock comprise the series designated as follows
(in thousands):
Common
Number of Shares
Number of Shares Reserved
Shares Issued and for Liquidation
Authorized Outstanding Conversion Value
---------- ----------- ---------- -----------
Series A..................... 4,950 4,763 4,763 $ 3,175
Series B..................... 4,074 4,029 4,029 7,389
Series C..................... 3,187 3,044 3,044 8,116
------ ------ ------ -------
12,211 11,836 11,836 $18,680
====== ====== ====== =======
Each share of Series A, Series B and Series C preferred stock is convertible
into one share of the Company's common stock at the option of the holder at any
time after the date of issuance, subject to adjustments for certain dilutive
issuances of securities, or automatically convertible upon the closing date of
a public offering of the Company's common stock at an aggregate offering price
of not less that $10,000,000 and a price per share of not less than $5.00. The
preferred stockholders also have certain registration rights, the right to one
vote for each share of common stock into which such shares of preferred stock
are convertible and the right, voting as a class, to elect two members of the
Company's Board of Directors.
The Series A, Series B and Series C preferred stock have a liquidation
preference of $0.67, $1.83 and $2.67 per share, respectively, subject to
adjustment for splits or other recapitalizations, plus all declared but unpaid
dividends. If funds are insufficient for full payment of these amounts, the
entire assets and funds of the Company legally available are distributed
ratably among the holders of preferred stock. After the preferred stockholders
have received the full amount to which they are entitled, the remaining assets
shall be distributed ratably to the holders of the common stock.
The holders of Series A, Series B and Series C preferred stock are entitled
to annual noncumulative dividends of $0.07, $0.18 and $0.27, respectively, per
share, when and if declared by the Company's Board of Directors. As of December
31, 1998, no dividends have been declared.
Convertible Preferred Stock Warrants
The Company has issued fully exercisable warrants to purchase 91,000 shares
of Series A preferred stock and 43,000 shares of Series B preferred stock at a
price of $0.67 and $1.83 per share, respectively, which expire in June 2003 and
September 2004, respectively, or with respect to the 91,000 shares of Series A
preferred stock, upon an initial public offering. The Company has reserved
91,000 shares of Series A preferred stock and 44,000 shares of Series B
preferred stock for the exercise of these warrants. The warrants were issued in
conjunction with capital lease obligations and long-term equipment financing
arrangements. The value of the warrants at the date of issuance was not
significant.
Founders' Common Stock
The Company has sold 1,770,000 shares of its common stock to founders of the
Company under agreements which provide that if the founders desire to sell or
transfer their shares the Company has the right of first refusal at the then
current fair market value. The Company's right of first refusal terminates upon
initial public offering of the Company's common stock.
F-14
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
1993 Stock Plan
In March 1993, the Company's Board of Directors adopted the 1993 Plan (the
"Plan") and through December 31, 1998 authorized 3,555,000 shares of common
stock for issuance under the Plan. The Plan consists of Stock Purchase Rights
and an Option Grant Program.
Stock Purchase Rights provide for issuance of common stock at not less than
85% of the fair market value of the stock to employees and consultants. The
Plan provides that the Administrator of the Plan shall advise the offeree in
writing of the terms, conditions and restrictions related to the offer.
Restricted stock purchases are subject to the company's right of repurchase at
the employee purchase price upon termination of employment. The right to
repurchase generally lapses 25% one year from the date of purchase and 1/48
each month thereafter. In addition, the Company has a right of first refusal
similar to that for the founders' common stock.
The Option Grant Program provides for grants of incentive stock options to
employees and nonstatutory stock options to employees and consultants. The
exercise price of incentive stock options and nonstatutory stock options
granted under the Plan must be at least 100% and 85%, respectively, of the fair
market value of the shares on the date of grant. Options generally expire ten
years from the date of the grant or such shorter term as may be provided in the
option agreement. Options granted under the Plan typically become exercisable
over a four year period at a rate of 25% after the first year and 1/48 each
month thereafter.
Deferred Stock Compensation
During 1997 and 1998, the Company issued stock purchase rights and options
to certain employees under the 1993 Stock Plan with exercise prices below the
deemed fair market value of the Company's common stock at the date of grant. In
accordance with the requirements of APB 25, the Company has recorded deferred
compensation for the difference between the purchase price of stock issued to
employees under stock purchase rights or the exercise price of the stock
options and the fair market value of the Company's stock at the date of grant.
This deferred compensation is amortized to expense over the period during which
the Company's right to repurchase the stock lapses or options become
exercisable, generally four years. At December 31, 1998, the Company had
recorded deferred compensation related to these options in the total amount of
$3,137,000, of which $2,000, and $299,000 had been amortized to expense during
1997 and 1998. Future compensation expense from options granted through
December 31, 1998 is estimated to be $783,000, $783,000, $781,000, and $489,000
for the years ending December 31, 1999, 2000, 2001, and 2002, respectively.
F-15
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
1993 Stock Plan Activity
The activity for the stock purchase rights and stock options are as follows
(in thousands except per share amounts):
Restricted Stock Plan Stock Option Plan
----------------------- -----------------------
Weighted Weighted
Average Average
Purchase Exercise
Number Price Number Price
Shares of Per of Per
Available Shares Share Amount Shares Share Amount
--------- ------ -------- ------ ------ -------- ------
Balances, December 31,
1995................... 904 3,146 $0.05 153
Shares authorized....... 150 -- -- --
Shares purchased........ (547) 547 $0.25 134
Shares repurchased...... 94 (94) $0.17 (16)
------ ----- ----- ----
Balances, December 31,
1996................... 601 3,599 $0.07 271
Shares purchased........ (308) 308 $0.28 86
Shares repurchased...... 152 (152) $0.26 (39)
Options granted......... (75) -- -- 75 $0.39 $ 29
------ ----- ----- ---- ----- ----- ------
Balances, December 31,
1997................... 370 3,755 $0.09 318 75 $0.39 29
Additional shares
reserved............... 1,125 -- -- -- -- --
Shares purchased........ (35) 35 $0.79 28 -- --
Shares repurchased...... 51 (51) $0.27 (15) -- --
Options granted......... (1,315) -- -- -- 1,315 $2.32 3,050
Options cancelled....... 38 -- -- -- (38) $1.47 (55)
------ ----- ----- ---- ----- ----- ------
Balances, December 31,
1998................... 234 3,739 $0.09 $331 1,352 $2.24 $3,024
====== ===== ===== ==== ===== ===== ======
At December 31, 1996, 1997 and 1998, 1,082,000, 647,000 and 325,000 shares
of outstanding common stock, respectively, were subject to the Company's right
of repurchase at weighted average purchase prices of $0.17, $0.24, and $0.27,
respectively. No options were exercisable as of December 31, 1997 and 17,000
were exercisable as of December 31, 1998.
ProForma Stock Compensation
The Company has adopted the disclosure-only provisions of SFAS No. 123.
Accordingly, no compensation cost has been recognized for the Company's stock
option plan. Had compensation cost been determined based on the fair value at
the grant date for the awards in 1997 and 1998 consistent with the provisions
of SFAS No. 123, the Company's net income (loss) for 1997 and 1998,
respectively, would have been as follows (in thousands):
1997 1998
------- -----
Net income (loss)--as reported............................. $(2,229) $ 703
Net income (loss)--pro forma............................... $(2,238) $ 618
Net income (loss) per share--basic as reported............. $ (0.78) $0.21
Net income (loss) per share--basic pro forma............... $ (0.79) $0.19
Net income (loss) per share--diluted as reported........... $ (0.78) $0.05
Net income (loss) per share--diluted pro forma............. $ (0.79) $0.04
Such pro forma disclosures may not be representative of future compensation
cost because options vest over several years and additional grants are made
each year.
The weighted-average grant date fair value of stock options granted was,
$2.13 and $6.96 common stock option for 1997 and 1998, respectively.
F-16
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
In accordance with the provisions of SFAS 123, the fair value of each stock
option is estimated using the following assumptions for option grants during
1997 and 1998; dividend yield of 0%, volatility of 0%, risk-free interest rates
of between 4.50% to 7.20% at the date of grant and an expected term of five
years.
During 1997 and 1998, stock purchase rights for 18,000 and 23,000 shares of
the Company's common stock, with weighted-average exercise prices of $0.60 and
$1.19 per share and weighted-average fair values of $1.66 and $3.85 per share,
were granted with exercise prices below the estimated market value at the date
of grant.
During 1997 and 1998, options to purchase 47,000 and 877,000 shares of the
Company's common stock, with weighted-average exercise prices of $0.62 and
$3.48 per share and weighted-average fair values of $2.10 and $6.19 per share,
were granted with exercise prices below the estimated market value at the date
of grant.
The following table summarizes information about stock options outstanding
at December 31, 1998:
Options Outstanding Options Exercisable
--------------------------------- ---------------------
Weighted-
Average Weighted- Weighted-
Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life Price Exercisable Price
---------- ----------- ----------- --------- ----------- ---------
$0.27-0.40 66,000 8.95 $0.39 17,000 $0.30
$1.00-1.40 401,000 9.09 1.02 -- --
$1.83-2.80 316,000 9.37 2.07 -- --
$3.27-3.67 569,000 9.86 3.40 -- --
---------- --------- ---- ----- ------ -----
$0.27-3.67 1,352,000 9.47 $2.23 17,000 $0.30
========== ========= ==== ===== ====== =====
NOTE 8--INCOME TAXES:
The provision for income taxes consists of the following:
1996 1997 1998
---- ---- ----
(in thousands)
Current:
Federal, net of benefit of net operating loss
carryforwards of $246,000 in 1998...................... $-- $-- $17
State, net of benefit of net operating loss
carryforwards of $23,000 in 1998....................... -- -- 17
---- ---- ---
$-- $-- $34
==== ==== ===
In 1998, income before provision for income taxes consisted of $1,420,000 of
income from U.S. operations and $384,000 of loss from foreign operations. In
1997, loss before provision for income taxes consisted of $1,816,000 of loss
from U.S. operations and $413,000 of loss from foreign operations. In 1996,
loss before provision for income tax consisted of $4,252,000 of loss from U.S.
operations.
F-17
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The Company's effective tax rate differs from the statutory federal income
tax rate as follows:
1996 1997 1998
----- ----- -----
Statutory federal income
tax (benefit) rate....... (34.0)% (34.0)% 34.0 %
State taxes net of federal
benefits................. -- -- 4.0
Net operating losses not
benefited................ 34.0 34.0 --
Benefit of net operating
loss carryforwards....... -- -- (39.0)
Alternative minimum tax... -- -- 5.0
Other..................... -- -- 1.0
----- ----- -----
Effective tax rate...... 0.0% 0.0% 5.0%
===== ===== =====
The significant components of the net deferred tax asset are as follows:
December 31,
----------------
1997 1998
------- -------
(in thousands)
Net operating loss carryforwards......................... $ 2,702 $ 2,728
Research and development credit.......................... 817 781
Property and equipment................................... 243 279
Capitalized research and development..................... 2,116 1,366
Other.................................................... 419 806
------- -------
6,297 5,960
Less valuation allowance................................. (6,297) (5,960)
------- -------
Net deferred tax asset................................... $ -- $ --
======= =======
The valuation allowance increased by $890,000 in 1997 and decreased by
$447,000 in 1998.
The Company has placed a valuation allowance against its deferred tax assets
due to the uncertainty surrounding the realization of such assets. Management
evaluates on a quarterly basis the recoverability of the deferred tax asset and
the level of the valuation allowance. At such time as it is determined that it
is more likely than not that the deferred tax assets are realizable, the
valuation allowances will be reduced.
At December 31, 1998, the Company had federal and state net operating loss
carryforwards of approximately $6,681,000 and $3,632,000, respectively,
available to offset future regular and alternative minimum taxable income. The
Company's federal and state net operating loss carryforwards expire in 2000
through 2012, if not utilized.
At December 31, 1998, the Company had federal and state research and
development and other credits of approximately $524,000 and $390,000,
respectively. The research and development credit carryforwards expire in 2010
through 2018, if not utilized.
The Tax Reform Act of 1986 limits the use of net operating loss and tax
credit carryforwards in certain situations where changes occur in the stock
ownership of a company. If the Company should have an ownership change, as
defined, utilization of the carryforwards could be restricted.
NOTE 9--EMPLOYEE BENEFIT PLANS:
The Company sponsors the Latitude Communications Salary Savings Plan (the
"Plan") which qualifies under Section 401(k) of the Internal Revenue Code. All
employees meeting minimum age requirements are eligible to enroll in the Plan
upon initiating employment. Currently, the Company is not offering an employer
contribution.
F-18
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
NOTE 11--SIGNIFICANT CUSTOMER AND GEOGRAPHIC INFORMATION:
The Company has adopted the Financial Accounting Standards Board's
Statements of Financial Accounting Standards No. 131, or SFAS 131, "Disclosures
about Segments of an Enterprise and Related Information," effective for fiscal
years beginning after December 31, 1997. SFAS 131 supersedes Statement of
Financial Accounting Standards No. 14 or SFAS 14, "Financial Reporting for
Segments of a Business Enterprise." SFAS 131 changes current practice under
SFAS 14 by establishing a new framework on which to base segment reporting and
also requires interim reporting of segment information.
Management uses one measurement of profitability for its business. The
Company markets its products and related services to customers in many
industries in the United States, Europe and Asia.
Revenue and long-lived-asset information by geographic area as of and for
the year ended:
Long-Lived
Revenues Assets
-------- ----------
(in thousands)
December 31, 1996:
United States........................................ $ 6,046 $ 955
International........................................ -- --
------- ------
Total.............................................. $ 6,046 $ 955
======= ======
December 31, 1997:
United States........................................ $12,493 $ 896
International........................................ 439 37
------- ------
Total.............................................. $12,932 $ 933
======= ======
December 31, 1998:
United States........................................ $19,549 $ 979
International........................................ 1,502 38
------- ------
Total.............................................. $21,051 $1,017
======= ======
In 1997 and 1998, no customer accounted for more than 10% of total revenue.
In 1996, one customer accounted for 12% of total revenue or $726,000.
NOTE 12--UNAUDITED PRO FORMA NET INCOME (LOSS) PER SHARE AND PRO FORMA
STOCKHOLDERS' EQUITY (DEFICIT):
Pro forma basic net income per share has been computed as described in Note
2 and also gives effect to common equivalent shares from preferred stock that
will automatically convert upon the closing of the Company's initial public
offering (using the as-if-converted method).
F-19
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
A reconciliation of the numerator and denominator used in the calculation of
pro forma basic and diluted net income per share follow (in thousands except
per share data):
Year Ended
December 31,
1998
------------
Pro forma net income per share, basic and diluted:
Net income................................................ $ 703
------
Shares used in computing net income per share, basic...... 3,279
Adjustment to reflect the effect of the assumed conversion
of convertible preferred stock ......................... 11,836
------
Shares used in computing pro forma net income per share,
basic.................................................... 15,115
------
Pro forma net income per share, basic..................... $ 0.05
------
Shares used in computing net income per share, diluted.... 16,635
Adjustment to reflect the effect of the assumed conversion
of convertible preferred stock ......................... --
------
Shares used in computing pro forma net income per share,
diluted.................................................. 16,635
------
Pro forma net income per share, diluted................... $ 0.04
======
If the offering contemplated by this Prospectus is consummated, all of the
convertible preferred stock outstanding, as of the closing date will
automatically be converted into an aggregate of approximately 11,836,000 shares
of common stock based on the shares of convertible preferred stock outstanding
at December 31, 1998. Unaudited pro forma stockholders' equity at December 31,
1998, as adjusted for the conversion of preferred stock, is disclosed on the
balance sheet.
NOTE 12--SUBSEQUENT EVENTS:
In February 1999, the Company's Board of Directors, subject to shareholder
approval, authorized the outstanding shares of the predecessor California
Corporation's common stock and all classes of its preferred stock to be
converted automatically into shares of the Delaware Corporation's common stock
and its preferred stock on a three-for-two basis. All share and per share
amounts in the consolidated financial statements have been restated to reflect
the stock split which will be effected upon re-incorporation of the Company in
Delaware. In addition, the Board of Directors, subject to stockholder approval,
authorized an increase in the authorized common stock to 75,000,000 shares, par
value $0.001, and 5,000,000 shares of preferred stock, par value $0.001.
In addition, in February 1999, the Company's Board of Directors, subject to
shareholder approval, adopted the 1999 Stock Option Plan (the "1999 Plan"), the
1999 Directors' Stock Option Plan (the "Directors Plan") and the 1999 Employee
Stock Purchase Plan (the "Purchase Plan").
The 1999 Plan provides for the granting to employees, including officers and
directors, of incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and for the granting to
employees and consultants (including nonemployee directors) of nonstatutory
stock options. If not terminated earlier, the 1999 Plan will terminate in
February 2009. A total of 2,700,000 shares of common stock has been reserved
for issuance under the 1999 Plan, all of which remain available for future
option grants.
F-20
LATITUDE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The Directors' Plan provides that each person who is or becomes a
nonemployee director of Latitude will be granted a nonstatutory stock option to
purchase 20,000 shares of common stock (the "First Option") on the later of the
date on which the optionee first becomes a nonemployee director of Latitude or
the date of the closing of this offering. Thereafter, on the date of the
Company's Annual Stockholders Meeting each year, each nonemployee director will
be granted an additional option to purchase 5,000 shares of common stock (a
"Subsequent Option") if, on such date, he or she has served on the Company's
Board of Directors for at least six months. A total of 250,000 shares of common
stock has been reserved for issuance under the Directors' Plan, all of which
remain available for future grants.
The Purchase Plan permits eligible employees to purchase common stock
through payroll deductions, which may not exceed 15% of an employee's
compensation, at a price equal to the lower of 85% of the fair market value of
the Company's common stock at the beginning or end of the offering period. A
total of 500,000 shares of common stock has been reserved for issuance under
the Purchase Plan.
F-21
[LOGO]
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 Latitude in connection with
the sale of common stock being registered. All amounts are estimates except the
SEC registration fee and the NASD filing fee and the Nasdaq National Market
listing fee.
Amount
to be Paid
----------
SEC registration fee................................................. $11,510
NASD filing fee...................................................... 4,640
Nasdaq National Market listing fee................................... *
Printing and engraving expenses...................................... *
Legal fees and expenses.............................................. *
Accounting fees and expenses......................................... *
Blue Sky qualification fees and expenses............................. 2,000
Transfer Agent and Registrar fees.................................... 15,000
Miscellaneous fees and expenses...................................... *
Total.............................................................. *
- --------
* To be filed by amendment
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Act"). The
Registrant's Amended and Restated Certificate of Incorporation provides for
indemnification of its directors and officers to the maximum extent permitted
by the Delaware General Corporation Law and the Registrant's Bylaws provides
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by the Delaware General Corporation Law. In
addition, the Registrant has entered into Indemnification Agreements with its
directors and officers containing provisions which are in some respects broader
than the specific indemnification provisions contained in the Delaware General
Corporation Law. The indemnification agreements may require the Company, among
other things, to indemnify its directors against certain liabilities that may
arise by reason of their status or service as directors (other than liabilities
arising from willful misconduct of culpable nature), to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified, and to obtain directors' insurance if available on reasonable
terms. Reference is also made to Section 7 of the Underwriting Agreement
contained in Exhibit 1.1 hereto, indemnifying officers and directors of the
Company against certain liabilities.
Item 15. Recent Sales of Unregistered Securities
(a) Since January 1, 1996, the Registrant has issued and sold (without
payment of any selling commission to any person) the following unregistered
securities:
(1) Prior to the completion of this offering, the Registrant intends
to effect a three-for-two stock split of its outstanding common stock
in which every two outstanding shares of common stock will be split
into three shares of common stock.
(2) In March 1996, the Registrant issued and sold shares of Series C
Preferred Stock convertible into an aggregate of 3,043,500 shares of
common stock to a total of 11 investors for an aggregate purchase price
of $8,116,000.
II-1
(3) As of December 31, 1998, 1,968,636 shares of common stock had been
issued upon exercise of options or pursuant to restricted stock purchase
agreements and 1,352,496 shares of common stock were issuable upon exercise
of outstanding options under the Registrant's 1993 Stock Plan.
(b) There were no underwritten offerings employed in connection with any of
the transactions set forth in Item 15(a).
The issuance described in Item 15(a)(1) was or will be exempt from
registration under Section 2(3) of the Securities Act on the basis that such
transaction did not involve a "sale" of securities. The issuances described in
Items 15(a)(2) were deemed to be exempt from registration under the Securities
Act in reliance upon Section 4(2) thereof as transactions by an issuer not
involving any public offering. The issuances described in Items 15(a)(3) were
deemed to be exempt from registration under the Securities Act in reliance upon
Rule 701 promulgated thereunder in that they were offered and sold either
pursuant to written compensatory benefit plans or pursuant to a written
contract relating to compensation, as provided by Rule 701. In addition, such
issuances were deemed to be exempt from registration under Section 4(2) of the
Securities Act as transactions by an issuer not involving any public offering.
The recipients of securities in each such transaction represented their
intentions 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
where affixed to the securities issued in such transactions. All recipients had
adequate access, through their relationships with the Company, to information
about the Registrant.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
1.1 Form of Underwriting Agreement.
3.1 Certificate of Incorporation of the Registrant.
3.2 Form of Amended and Restated Certificate of Incorporation of the
Registrant, to be filed and effective upon completion of this offering.
3.3 Bylaws of the Registrant.
4.1* Form of the Registrant's common stock certificate.
5.1* Opinion of Venture Law Group, a Professional Corporation.
10.1 Form of Indemnification Agreement.
10.2* 1993 Stock Plan, as amended, and forms of stock option agreement and
restricted stock purchase agreement.
10.3* 1999 Stock Plan and forms of stock option agreement and restricted stock
purchase agreement.
10.4* 1999 Employee Stock Purchase Plan and form of subscription agreement.
10.5* 1999 Directors' Stock Option Plan and form of stock option agreement.
10.6 Form of Warrant To Purchase Series B Preferred Stock.
10.7 Amended and Restated Registration Rights Agreement dated March 26, 1996.
10.8 Lease Agreement dated July 31, 1995 between the Registrant and the
Arrillaga Family Trust and Richard T. Peery Separate Property Trust for
offices at 2121 Tasman Drive, Santa Clara, CA.
10.9 Senior Loan and Security Agreement dated September 15, 1994 between the
Registrant and Phoenix Leasing Incorporated and amendments thereto.
10.10 Master Equipment Lease dated July 2, 1998 between the Registrant and
Norstan Financial Services, Inc.
10.11 1999 Executive Incentive Plan between the Registrant and certain
executive officers of the Registrant.
10.12 1999 Executive Bonus Program
21 Subsidiaries
23.1 Consent of 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.
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* To be supplied by amendment.
II-2
(b) Financial Statement Schedules
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 for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 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 such director, officer or controlling person in
connection with the securities being registered, 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 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 Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1), or (4),
or 497(h) under the Act shall be deemed to be a part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, 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 this offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Clara, State of California, on February 25, 1999.
Latitude Communications, Inc.
/s/ Emil C.W. Wang
By: _________________________________
Emil C.W. Wang,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Emil C.W. Wang and Rick M. McConnell, and each
one of them, his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do
or cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-1 has been signed by the following persons in
the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Emil C.W. Wang President, Chief Executive February 25, 1999
______________________________________ Officer and Director
(Emil C.W. Wang) (Principal Executive
Officer)
/s/ Rick M. McConnell Vice President of Finance February 25, 1999
______________________________________ and Administration and
(Rick M. McConnell) Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Thomas H. Bredt Director February 25, 1999
______________________________________
(Thomas H. Bredt)
/s/ Robert J. Finocchio, Jr. Director February 25, 1999
______________________________________
(Robert J. Finocchio, Jr.)
/s/ F. Gibson Myers, Jr. Director February 25, 1999
______________________________________
(F. Gibson Myers, Jr.)
/s/ James L. Patterson Director February 25, 1999
______________________________________
(James L. Patterson)
II-4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
Latitude Communications, Inc.:
In connection with our audits of the consolidated financial statements of
Latitude Communications, Inc. and subsidiary as of December 31, 1997 and 1998,
and for each of the three years in the period ended December 31, 1998, which
financial statements are included in the Prospectus, we have also audited the
financial statement schedule listed in Item 16 herein.
In our opinion, the 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.
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 24, 1999
S-1
Schedule II
Latitude Communications, Inc.
Valuation and Qualifying Accounts
Additions
Balance at (Reductions) Balance at
Beginning to Costs and End of
of Period Expenses Write-Offs Period
---------- ------------ ---------- ----------
(In thousands)
Allowance for doubtful
accounts:
Year ended December 31,
1996...................... $ 32 $ 59 $-- $ 91
Year ended December 31,
1997...................... 91 56 -- 147
Year ended December 31,
1998...................... 147 88 -- 235
Allowance for excess and
obsolete inventory:
Year ended December 31,
1996...................... $ 25 $ 55 $-- $ 80
Year ended December 31,
1997...................... 80 66 -- 146
Year ended December 31,
1998...................... 146 149 -- 295
Deferred tax asset valuation
allowance:
Year ended December 31,
1996...................... $3,607 $1,800 $-- $5,407
Year ended December 31,
1997...................... 5,407 890 -- 6,297
Year ended December 31,
1998...................... 6,297 (447) -- 5,960
Allowance for returns:
Year ended December 31,
1996...................... $ 86 $ 127 $ $ 213
Year ended December 31,
1997...................... 213 122 (139) 196
Year ended December 31,
1998...................... 196 515 (386) 325
S-2
EXHIBIT INDEX
1.1 Form of Underwriting Agreement.
3.1 Certificate of Incorporation of the Registrant.
3.2 Form of Amended and Restated Certificate of Incorporation of the
Registrant, to be filed and effective upon completion of this offering.
3.3 Form of Bylaws of the Registrant.
4.1* Form of the Registrant's common stock certificate.
5.1* Opinion of Venture Law Group, a Professional Corporation.
10.1 Form of Indemnification Agreement.
10.2* 1993 Stock Plan, as amended, and forms of stock option agreement and
restricted stock purchase agreement.
10.3* 1999 Stock Plan and forms of stock option agreement and restricted stock
purchase agreement.
10.4* 1999 Employee Stock Purchase Plan and form of subscription agreement.
10.5* 1999 Directors' Stock Option Plan and form of stock option agreement.
10.6 Form of Warrant To Purchase Series B Preferred Stock.
10.7 Amended and Restated Registration Rights Agreement dated March 26, 1996.
10.8 Lease Agreement dated July 31, 1995 between the Registrant and the
Arrillaga Family Trust and Richard T. Peery Separate Property Trust for
offices at 2121 Tasman Drive, Santa Clara, CA.
10.9 Senior Loan and Security Agreement dated September 15, 1994 between the
Registrant and Phoenix Leasing Incorporated and amendments thereto.
10.10 Master Equipment Lease dated July 2, 1998 between the Registrant and
Norstan Financial Services, Inc.
10.11 1999 Executive Incentive Plan between the Registrant and certain
executive officers of the Registrant.
10.12 1999 Executive Bonus Program
21 Subsidiaries
23.1 Consent of 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.
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* To be supplied by amendment.